YY [YY] F-1: PROSPECTUS (Subject to Completion) Issued , 2012 American

[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]

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YY [YY] F-1: (Original Filing)

[PROSPECTUS (Subject tompletion) Issued , 2012 STYLE="font-family:Times New Roman" SIZE="2"LOR="#cc062a"> American Depositary Shares STYLE="font-family:Times New Roman" SIZE="2"> YY REPRESENTING CLASS AMMON SHARES STYLE="font-family:Times New Roman" SIZE="3"> YY is offering American Depositary Shares, orSs, and the selling shareholders are offeringSs. EachS represents Class Ammon shares, par value $0.00001 per share. This is our initial public offering] [THEMPANIES LAW STYLE="font-family:Times New Roman" SIZE="2"> EXEMPTEDMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OFSOCIATION STYLE="font-family:Times New Roman" SIZE="2"> OF YY (adopted byecial resolution on September6, 2011) 1. YY The name of thempany is 2. The Registered Office of thempany shall be at the offices ofdan Trustmpany (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box] [d222007dex42.htm 3 EX-4.2] [STYLE="font-family:Times New Roman" SIZE="2">Execution Version INVESTORS RIGHTSREEMENTreement This INVESTORS RIGHTSREEMENT (thismpany (1) YY a limited liabilitympany dulyorporated and validly existing under the laws of theyman Islands (the Duowan BVI (2) Duowan Entertainmentrp., a limited liabilitympany dulyorporated and validly existing under the laws of the British Virgin Islands (the] [STYLE="font-family:Times New Roman" SIZE="2">Execution Version RIGHT OF FIRST REFUSAL AND-SALEREEMENTreement This RIGHT OF FIRST REFUSAL AND-SALEREEMENT (thismpany (1) YY a limited liabilitympany dulyorporated and validly existing under the laws of theyman Islands (the Duowan BVI (2) Duowan Entertainmentrp., a limited liabilitympany dulyorporated and validly existing under the laws of the British Virgin Islands (the] [STYLE="font-family:Times New Roman" SIZE="2">Execution versionted September6, 2011 The persons whose names anddresses are set out inhedule 1 Part A STYLE="font-family:Times New Roman" SIZE="2"> and Therporations whose names anddresses are set out inhedule 1 Parts B, C and D STYLE="font-family:Times New Roman" SIZE="2"> (Vendors) and YY] [STYLE="font-family:Times New Roman" SIZE="2">[date], 2012 Matter No.:876102 Doc Ref: Pl/al/1920585v1 STYLE="font-family:Times New Roman" SIZE="2">(852) 2842 9551 Paul.Lim@conyersdill.com YY Building 3-08, Yangcheng Creative Industry Zone No. 309 Huangpu Avenue Middle STYLE="font-family:Times New Roman" SIZE="2">Tianhe District Guangzhou 510655 STYLE="font-family:Times New Roman" SIZE="2">China Dear Sirs, Re: YY (thempany) STYLE="font-family:Times New Roman" SIZE="2">] [KADDEN RPS LATE EAGHER LOM STYLE="font-family:Times New Roman" SIZE="2">S AFFILIATE OFFICES 300 SOUTH GRAND AVENUE STYLE="font-family:Times New Roman" SIZE="2">LOSANGELES,CALIFORNIA90071-3144 __________ TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com __________ BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK STYLE="font-family:Times New Roman" SIZE="2">PALOTO WILMINGTON __________ BEIJING BRUSSELS FRANKFURT LONDON MOSCOW MUNICH PARIS SO PAULO] [LEGAL OPINION To: YY Building 3-08 Yangcheng Creative Industry Zone No.309 Huangpu Avenue Middle STYLE="font-family:Times New Roman" SIZE="2">Tianhe District Guangzhou 510655 P.R.C October 15, 2012 Dear Sir/Madam YY We are lawyers qualified in the Peoples Republic of China (thempany Registration Statement SECSs Offering STYLE="font-family:Times New Roman" SIZE="2">We are acting legalunsel to YY (the] [STYLE="font-family:Times New Roman" SIZE="2">Executionpy DUOWAN ENTERTAINMENTRP. STYLE="font-family:Times New Roman" SIZE="2"> RULES OF THE EMPLOYEE EQUITYENTIVEHEME 1. DEFINITIONS AND INTERPRETATION 1.1 In these Rules:optiontelotmentte STYLE="font-family:Times New Roman" SIZE="2">ministrator Articles STYLE="font-family:Times New Roman" SIZE="2"> Auditors Board Board Approvaluse STYLE="font-family:Times New Roman" SIZE="2"> 1] [YY STYLE="font-family:Times New Roman" SIZE="2"> 2011 SHAREENTIVE PLAN ARTICLE 1 PURPOSE Planmpany The purpose of the YY 2011 Shareentive Plan (the ARTICLE 2 DEFINITIONS ANDNSTRUCTION STYLE="font-family:Times New Roman" SIZE="2">Wherever the following terms are used in the Plan they shall have the meaningsecified below, unless thentext clearly indicates otherwise. The singular pronoun shalllude the plural where] [FORM INDEMNIFICATIONREEMENT FOR DIRECTORS AND OFFICERS STYLE="font-family:Times New Roman" SIZE="2"> THIS INDEMNIFICATIONREEMENT (thisreement) is made of , by and between YY an exemptedmpany dulyorporated and validly existing under the law of theyman Islands (thempany), and (the Indemnitee), a director/an executive officer of thempany.] [EMPLOYMENTREEMENT (FORM) STYLE="font-family:Times New Roman" SIZE="2"> RECITALS A. Thempany desires to employ the Executive and tosure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by thempany during the term of Employment and under the terms andnditions of thisreement.] [Exclusive Businessoperationreement STYLE="font-family:Times New Roman" SIZE="2"> This Exclusive Businessoperationreement (thisreement) is made and entered into by and between the following parties on August12, 2008 in Beijing, the Peoples Republic of China (China or the). PartyA: Duowan Entertainment Information Technology (Beijing)mpany Limiteddress: Suite 1707C3, Qingyunngdai Plaza, No.9 Mantingfangyuanmmunity, Qingyunli, Haidian District, Beijing] [Supplementaryreement to Exclusive Businessoperationreement STYLE="font-family:Times New Roman" SIZE="2"> This Supplementaryreement to Exclusive Businessoperationreement (the Supplementaryreement) is entered into by and among the following parties on November10, 2011: Party A: Duowan Entertainment Information Technology (Beijing)mpanydress: Room B1507, Huizhi Building, No. 9 Xueqing Road, Haidian District, Beijing] [Confirmation Letter STYLE="font-family:Times New Roman" SIZE="2"> Duowan Entertainment Information Technology (Beijing)mpany (Beijing Duowan) and Guangzhou Huaduo Network Technologympany Limited (Guangzhou Huaduo) have entered into an Exclusive Businessoperationreement (the Originalreement) on August12, 2008. According to Section2 of the Originalreement, both partiesnfirm the fee rate and payment of services follows:] [Exclusive Technology Support and Technology Servicereement STYLE="font-family:Times New Roman" SIZE="2"> This Exclusive Technology Support and Technology Servicesreement (thereement) is executed by the following parties on August12, 2008 in Beijing: Party A: Duowan Entertainment Information Technology (Beijing)mpany Limited STYLE="font-family:Times New Roman" SIZE="2">Address: Suite 1707C3, Qingyunngdai Plaza, No.9 Mantingfangyuanmmunity, Qingyunli, Haidian District, Beijing] [Supplementaryreement to Exclusive Technology Support and Technology Servicesreement STYLE="font-family:Times New Roman" SIZE="2"> STYLE="font-family:Times New Roman" SIZE="2">This Supplementaryreement to Exclusive Technology Support and Technology Servicesreement (the Supplementaryreement) is entered into by and among the following parties on November10, 2011: Party A: Duowan Entertainment Information Technology (Beijing)mpany] [Confirmation Letter STYLE="font-family:Times New Roman" SIZE="2"> Duowan Entertainment Information Technology (Beijing)mpany (Beijing Duowan) and Guangzhou Huaduo Network Technologympany Limited (Guangzhou Huaduo) have entered into an Exclusive Technology Support and Technology Servicesreement (the Originalreement) on August12, 2008. According to Section2 of the Originalreement, both partiesnfirm the fee rate and payment of services follows:] [Power of Attorney STYLE="font-family:Times New Roman" SIZE="2"> Beijing Tudaience and Technologympany Limited (Seal)ted: September 16, 2011 1 Power of Attorneyted: September 16, 2011 2 Power of Attorneyted: September 16, 2011 3 Power of Attorneyted: September 16, 2011 4 Power of Attorneyted: September 16, 2011] [Exclusive Optionreement STYLE="font-family:Times New Roman" SIZE="2"> This Exclusive Optionreement (thisreement)ted September16, 2011, is made in Beijing, the Peoples Republic of China (the), by and among: PartyA: Duowan Entertainment Information Technology (Beijing)mpany Limiteddress: Suite B1507, Huizhi Plaza, 9 Xueqing Road, Haidian District, Beijing Party B:] [Equity Interest Pledgereement STYLE="font-family:Times New Roman" SIZE="2"> This Equity Interest Pledgereement (thisntract),ted September16, 2011, is made in the Peoples Republic of China (the), by and between: PartyA: Duowan Entertainment Information Technology (Beijing)mpany Limited (Pledgee)dress: Suite B1507, Huizhi Plaza, 9 Xueqing Road, Haidian District, Beijing] [Consent Letter STYLE="font-family:Times New Roman" SIZE="2"> Beijing Tudaience and Technologympany Limited, Xueling Li, Jun Lei, Bin Zhao, Jino (the Pledgor) have entered into an Equity Interest Pledgereement (thereement), respectively, with Duowan Entertainment Information Technology (Beijing)mpany Limited (the Beijing Duowan) on September16, 2011, to pledge their respective equity interests in Guangzhou Huaduo Network Technology (the Guangzhou] [Exclusive Businessoperationreement STYLE="font-family:Times New Roman" SIZE="2"> This Exclusive Businessoperationreement (thisreement) is made and entered into by and between the following parties on December3, 2009 in Beijing, the Peoples Republic of China (China or the). PartyA: Duowan Entertainment Information Technology (Beijing)mpany Limiteddress: Suite 1707C3, Qingyunngdai Plaza, No.9 Mantingfangyuanmmunity, Qingyunli, Haidian District, Beijing] [Supplementaryreement to Exclusive Businessoperationreement STYLE="font-family:Times New Roman" SIZE="2"> This Supplementaryreement to Exclusive Businessoperationreement (the Supplementaryreement) is entered into by and among the following parties on November10, 2011: Party A: Duowan Entertainment Information Technology (Beijing)mpanydress: Room B1507, Huizhi Building, No. 9 Xueqing Road, Haidian District, Beijing] [Confirmation Letter STYLE="font-family:Times New Roman" SIZE="2"> Duowan Entertainment Information Technology (Beijing)mpany (Beijing Duowan) and Beijing Tudaience and Technologympany Limited (Beijing Tuda) have entered into an Exclusive Businessoperationreement (the Originalreement) on December3, 2009. According to Section2 of the Originalreement, both partiesnfirm the fee rate and payment of services follows:] [Exclusive Technology Support and Technology Servicereement STYLE="font-family:Times New Roman" SIZE="2"> This Exclusive Technology Support and Technology Servicesreement (thereement) is executed by the following parties on December3, 2009 in Beijing: PartyA: Duowan Entertainment Information Technology (Beijing)mpany Limiteddress: Suite 1707C3, Qingyunngdai Plaza, No.9 Mantingfangyuanmmunity, Qingyunli, Haidian District, Beijing] [Supplementaryreement to Exclusive Technology Support and Technology Servicesreement STYLE="font-family:Times New Roman" SIZE="2"> STYLE="font-family:Times New Roman" SIZE="2">This Supplementaryreement to Exclusive Technology Support and Technology Servicesreement (the Supplementaryreement) is entered into by and among the following parties on November10, 2011: Party A: Duowan Entertainment Information Technology (Beijing)mpany] [Confirmation Letter STYLE="font-family:Times New Roman" SIZE="2"> Duowan Entertainment Information Technology (Beijing)mpany (Beijing Duowan) and Beijing Tudaience and Technologympany Limited (Beijing Tuda) have entered into an Exclusive Technology Support and Technology Servicesreement (the Originalreement) on December3, 2009. According to Section2 of the Originalreement, both partiesnfirm the fee rate and payment of services follows:] [Power of Attorney STYLE="font-family:Times New Roman" SIZE="2">ted: May 27, 2011 1 Power of Attorneyted: May 27, 2011 2 Power of Attorneyted: May 27, 2011 3 d222007dex1021.htm 30 EX-10.21] [Exclusive Optionreement STYLE="font-family:Times New Roman" SIZE="2"> This Exclusive Optionreement (thisreement)ted May27, 2011, is made in Beijing, the Peoples Republic of China (the), by and among: PartyA: Duowan Entertainment Information Technology (Beijing)mpany Limiteddress: Suite B1507, Huizhi Plaza, 9 Xueqing Road, Haidian District, Beijing Party B:] [Equity Interest Pledgereement STYLE="font-family:Times New Roman" SIZE="2"> This Equity Interest Pledgereement (thisntract),ted July1, 2011, is made in the Peoples Republic of China (the), by and between: PartyA: Duowan Entertainment Information Technology (Beijing)mpany Limited (Pledgee)dress: Suite B1507, Huizhi Plaza, 9 Xueqing Road, Haidian District, Beijing] [Consent Letter STYLE="font-family:Times New Roman" SIZE="2"> Xueling Li, Bin Zhao and Jino (the Pledgor) have entered into an Equity Interest Pledgereement (thereement), respectively, with Duowan Entertainment Information Technology (Beijing)mpany Limited (the Beijing Duowan) on July1, 2011, to pledge their respective equity interests in Beijing Tudaience and Technologympany Limited (the Beijing Tuda) to Beijing Duowan. Pledgors] [Joint Operationreement with respect to Web Gamendan Tang STYLE="font-family:Times New Roman" SIZE="2"> July1st, 2011 Thisreement (thereement) was signed in Tianhe District of Guangzhou City on Parties: Party A: Shenzhen 7th Road Technology (the Party A)dress: 16 STYLE="vertical-align:baseline; position:relative; bottom:.8ex"># Floor Yanxiang Technology Building, No.31 Gao Xin Zhong Si Road, Nanshan District, Shenzhen] [List of Subsidiaries of YY STYLE="font-family:Times New Roman" SIZE="2"> Name Jurisdiction of STYLE="font-family:Times New Roman" SIZE="1">incorporation Relationship with the Duowan Entertainmentrp. BVI Wholly-owned subsidiary NeoTasksyman Islands Wholly-owned subsidiary NeoTasks Limited Hong Kong Wholly-owned subsidiary Guangzhou Huanju Shidai Information Technologympany Limited Wholly-owned subsidiary Duowan Entertainment Information Technology (Beijing)mpany Limited] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to the use in this Registration Statement on Form F-1 of YY of our reportted July 13, 2012, relating to the financial statements of YY which appears in such Registration Statement. Wesonsent to the reference to us under the heading Experts in such Registration Statement.] [STYLE="font-family:Times New Roman" SIZE="2">Consent of iResearchnsulting September 5, 2012 YY Building 3-08, Yangcheng Creative Industry Zone No.309 Huangpu Ave. Middle, Tianhe District STYLE="font-family:Times New Roman" SIZE="2">Guangzhou, P.R.C., 510655 Ladies and Gentlemen: Registration Statementmpany SEC SEC Filings iResearchnsulting herebynsents to references to its name in the registration statement on FormF-1 (together with any amendments thereto, the] [Consent of DCCIta Center of China Internet STYLE="font-family:Times New Roman" SIZE="2"> September21, 2011 YY No.50 Jianzhong Road Tianhe Software Park Tianhe District, Guangzhou 510660 Peoples Republic of China STYLE="font-family:Times New Roman" SIZE="2">Tel: (+86 20) 8553-5024 Ladies and Gentlemen: DCCI Registration Statementmpany SEC SEC Filings DCCIta Center of China Internet (] [YY STYLE="font-family:Times New Roman" SIZE="2">DE OF BUSINESSNDUCT AND ETHICS I. PURPOSEdempany Thisde of Businessnduct and Ethics (the Thisde is designed to deter wrongdoing and to promote: honest and ethicalnduct,luding the ethical handling of actual or apparentnflicts of interest between personal and professional relationships;] [To: YY Building 3-08 Yangcheng Creative Industry Zone No.309 Huangpu Avenue Middle STYLE="font-family:Times New Roman" SIZE="2">Tianhe District Guangzhou 510655 P.R.C October 15, 2012 Dear Sirs/Madam YY We are lawyers qualified in the Peoples Republic of China (thempany Registration Statement SECSs Offering STYLE="font-family:Times New Roman" SIZE="2">We are acting legalunsel to YY (the] [[Page intentionally left blank for graphics] PROSPECTUS (SUBJECT TOMPLETION)TED , 2012 STYLE="font-family:Times New Roman" SIZE="2"LOR="#de1a1e"> AMERICAN DEPOSITARY SHARES YY Representingmmon Shares STYLE="font-family:Times New Roman" SIZE="4"> This is an initial public offering of American depositary shares, orSs, of YY EachS representsmmon shares, par value US$0.00001 per share. We are offeringSs[, and the selling shareholders identified in] [[Page intentionally left blank for graphics] PROSPECTUS (SUBJECT TOMPLETION)TED , 2012 STYLE="font-family:Times New Roman" SIZE="2"LOR="#de1a1e"> AMERICAN DEPOSITARY SHARES YY Representingmmon Shares STYLE="font-family:Times New Roman" SIZE="4"> This is an initial public offering of American depositary shares, orSs, of YY EachS representsmmon shares, par value US$0.00001 per share. We are offeringSs[, and the selling shareholders identified in] [[Page intentionally left blank for graphics] PROSPECTUS (SUBJECT TOMPLETION)TED, 2012 AMERICAN DEPOSITARY SHARES YY Representing Class Ammon Shares This is an initial public offering of American depositary shares, orSs, of YY EachS represents ClassAmmon shares, par value US$0.00001 per share. We are offeringSs[, and the selling shareholders identified in this prospectus are offeringSs. We will]

By | 2016-02-06T02:08:50+00:00 October 15th, 2012|Categories: Chinese Stocks, SEC Original, YY|Tags: , , , , , |0 Comments
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YY [YY] F-1: PROSPECTUS (Subject tompletion) Issued , 2012 STYLE=”font-family:Times New

[PROSPECTUS (Subject tompletion) Issued , 2012 STYLE="font-family:Times New Roman" SIZE="2"LOR="#cc062a"> American Depositary Shares STYLE="font-family:Times New Roman" SIZE="2"> YY REPRESENTING CLASS AMMON SHARES STYLE="font-family:Times New Roman" SIZE="3"> YY is offering American Depositary Shares, orSs, and the selling shareholders are offeringSs. EachS represents Class Ammon shares, par value $0.00001 per share. This is our initial public offering] [THEMPANIES LAW STYLE="font-family:Times New Roman" SIZE="2"> EXEMPTEDMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OFSOCIATION STYLE="font-family:Times New Roman" SIZE="2"> OF YY (adopted byecial resolution on September6, 2011) 1. YY The name of thempany is 2. The Registered Office of thempany shall be at the offices ofdan Trustmpany (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box] [d222007dex42.htm 3 EX-4.2] [STYLE="font-family:Times New Roman" SIZE="2">Execution Version INVESTORS RIGHTSREEMENTreement This INVESTORS RIGHTSREEMENT (thismpany (1) YY a limited liabilitympany dulyorporated and validly existing under the laws of theyman Islands (the Duowan BVI (2) Duowan Entertainmentrp., a limited liabilitympany dulyorporated and validly existing under the laws of the British Virgin Islands (the] [STYLE="font-family:Times New Roman" SIZE="2">Execution Version RIGHT OF FIRST REFUSAL AND-SALEREEMENTreement This RIGHT OF FIRST REFUSAL AND-SALEREEMENT (thismpany (1) YY a limited liabilitympany dulyorporated and validly existing under the laws of theyman Islands (the Duowan BVI (2) Duowan Entertainmentrp., a limited liabilitympany dulyorporated and validly existing under the laws of the British Virgin Islands (the] [STYLE="font-family:Times New Roman" SIZE="2">Execution versionted September6, 2011 The persons whose names anddresses are set out inhedule 1 Part A STYLE="font-family:Times New Roman" SIZE="2"> and Therporations whose names anddresses are set out inhedule 1 Parts B, C and D STYLE="font-family:Times New Roman" SIZE="2"> (Vendors) and YY] [STYLE="font-family:Times New Roman" SIZE="2">[date], 2012 Matter No.:876102 Doc Ref: Pl/al/1920585v1 STYLE="font-family:Times New Roman" SIZE="2">(852) 2842 9551 Paul.Lim@conyersdill.com YY Building 3-08, Yangcheng Creative Industry Zone No. 309 Huangpu Avenue Middle STYLE="font-family:Times New Roman" SIZE="2">Tianhe District Guangzhou 510655 STYLE="font-family:Times New Roman" SIZE="2">China Dear Sirs, Re: YY (thempany) STYLE="font-family:Times New Roman" SIZE="2">] [KADDEN RPS LATE EAGHER LOM STYLE="font-family:Times New Roman" SIZE="2">S AFFILIATE OFFICES 300 SOUTH GRAND AVENUE STYLE="font-family:Times New Roman" SIZE="2">LOSANGELES,CALIFORNIA90071-3144 __________ TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com __________ BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK STYLE="font-family:Times New Roman" SIZE="2">PALOTO WILMINGTON __________ BEIJING BRUSSELS FRANKFURT LONDON MOSCOW MUNICH PARIS SO PAULO] [LEGAL OPINION To: YY Building 3-08 Yangcheng Creative Industry Zone No.309 Huangpu Avenue Middle STYLE="font-family:Times New Roman" SIZE="2">Tianhe District Guangzhou 510655 P.R.C October 15, 2012 Dear Sir/Madam YY We are lawyers qualified in the Peoples Republic of China (thempany Registration Statement SECSs Offering STYLE="font-family:Times New Roman" SIZE="2">We are acting legalunsel to YY (the] [STYLE="font-family:Times New Roman" SIZE="2">Executionpy DUOWAN ENTERTAINMENTRP. STYLE="font-family:Times New Roman" SIZE="2"> RULES OF THE EMPLOYEE EQUITYENTIVEHEME 1. DEFINITIONS AND INTERPRETATION 1.1 In these Rules:optiontelotmentte STYLE="font-family:Times New Roman" SIZE="2">ministrator Articles STYLE="font-family:Times New Roman" SIZE="2"> Auditors Board Board Approvaluse STYLE="font-family:Times New Roman" SIZE="2"> 1] [YY STYLE="font-family:Times New Roman" SIZE="2"> 2011 SHAREENTIVE PLAN ARTICLE 1 PURPOSE Planmpany The purpose of the YY 2011 Shareentive Plan (the ARTICLE 2 DEFINITIONS ANDNSTRUCTION STYLE="font-family:Times New Roman" SIZE="2">Wherever the following terms are used in the Plan they shall have the meaningsecified below, unless thentext clearly indicates otherwise. The singular pronoun shalllude the plural where] [FORM INDEMNIFICATIONREEMENT FOR DIRECTORS AND OFFICERS STYLE="font-family:Times New Roman" SIZE="2"> THIS INDEMNIFICATIONREEMENT (thisreement) is made of , by and between YY an exemptedmpany dulyorporated and validly existing under the law of theyman Islands (thempany), and (the Indemnitee), a director/an executive officer of thempany.] [EMPLOYMENTREEMENT (FORM) STYLE="font-family:Times New Roman" SIZE="2"> RECITALS A. Thempany desires to employ the Executive and tosure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by thempany during the term of Employment and under the terms andnditions of thisreement.] [Exclusive Businessoperationreement STYLE="font-family:Times New Roman" SIZE="2"> This Exclusive Businessoperationreement (thisreement) is made and entered into by and between the following parties on August12, 2008 in Beijing, the Peoples Republic of China (China or the). PartyA: Duowan Entertainment Information Technology (Beijing)mpany Limiteddress: Suite 1707C3, Qingyunngdai Plaza, No.9 Mantingfangyuanmmunity, Qingyunli, Haidian District, Beijing] [Supplementaryreement to Exclusive Businessoperationreement STYLE="font-family:Times New Roman" SIZE="2"> This Supplementaryreement to Exclusive Businessoperationreement (the Supplementaryreement) is entered into by and among the following parties on November10, 2011: Party A: Duowan Entertainment Information Technology (Beijing)mpanydress: Room B1507, Huizhi Building, No. 9 Xueqing Road, Haidian District, Beijing] [Confirmation Letter STYLE="font-family:Times New Roman" SIZE="2"> Duowan Entertainment Information Technology (Beijing)mpany (Beijing Duowan) and Guangzhou Huaduo Network Technologympany Limited (Guangzhou Huaduo) have entered into an Exclusive Businessoperationreement (the Originalreement) on August12, 2008. According to Section2 of the Originalreement, both partiesnfirm the fee rate and payment of services follows:] [Exclusive Technology Support and Technology Servicereement STYLE="font-family:Times New Roman" SIZE="2"> This Exclusive Technology Support and Technology Servicesreement (thereement) is executed by the following parties on August12, 2008 in Beijing: Party A: Duowan Entertainment Information Technology (Beijing)mpany Limited STYLE="font-family:Times New Roman" SIZE="2">Address: Suite 1707C3, Qingyunngdai Plaza, No.9 Mantingfangyuanmmunity, Qingyunli, Haidian District, Beijing] [Supplementaryreement to Exclusive Technology Support and Technology Servicesreement STYLE="font-family:Times New Roman" SIZE="2"> STYLE="font-family:Times New Roman" SIZE="2">This Supplementaryreement to Exclusive Technology Support and Technology Servicesreement (the Supplementaryreement) is entered into by and among the following parties on November10, 2011: Party A: Duowan Entertainment Information Technology (Beijing)mpany] [Confirmation Letter STYLE="font-family:Times New Roman" SIZE="2"> Duowan Entertainment Information Technology (Beijing)mpany (Beijing Duowan) and Guangzhou Huaduo Network Technologympany Limited (Guangzhou Huaduo) have entered into an Exclusive Technology Support and Technology Servicesreement (the Originalreement) on August12, 2008. According to Section2 of the Originalreement, both partiesnfirm the fee rate and payment of services follows:] [Power of Attorney STYLE="font-family:Times New Roman" SIZE="2"> Beijing Tudaience and Technologympany Limited (Seal)ted: September 16, 2011 1 Power of Attorneyted: September 16, 2011 2 Power of Attorneyted: September 16, 2011 3 Power of Attorneyted: September 16, 2011 4 Power of Attorneyted: September 16, 2011] [Exclusive Optionreement STYLE="font-family:Times New Roman" SIZE="2"> This Exclusive Optionreement (thisreement)ted September16, 2011, is made in Beijing, the Peoples Republic of China (the), by and among: PartyA: Duowan Entertainment Information Technology (Beijing)mpany Limiteddress: Suite B1507, Huizhi Plaza, 9 Xueqing Road, Haidian District, Beijing Party B:] [Equity Interest Pledgereement STYLE="font-family:Times New Roman" SIZE="2"> This Equity Interest Pledgereement (thisntract),ted September16, 2011, is made in the Peoples Republic of China (the), by and between: PartyA: Duowan Entertainment Information Technology (Beijing)mpany Limited (Pledgee)dress: Suite B1507, Huizhi Plaza, 9 Xueqing Road, Haidian District, Beijing] [Consent Letter STYLE="font-family:Times New Roman" SIZE="2"> Beijing Tudaience and Technologympany Limited, Xueling Li, Jun Lei, Bin Zhao, Jino (the Pledgor) have entered into an Equity Interest Pledgereement (thereement), respectively, with Duowan Entertainment Information Technology (Beijing)mpany Limited (the Beijing Duowan) on September16, 2011, to pledge their respective equity interests in Guangzhou Huaduo Network Technology (the Guangzhou] [Exclusive Businessoperationreement STYLE="font-family:Times New Roman" SIZE="2"> This Exclusive Businessoperationreement (thisreement) is made and entered into by and between the following parties on December3, 2009 in Beijing, the Peoples Republic of China (China or the). PartyA: Duowan Entertainment Information Technology (Beijing)mpany Limiteddress: Suite 1707C3, Qingyunngdai Plaza, No.9 Mantingfangyuanmmunity, Qingyunli, Haidian District, Beijing] [Supplementaryreement to Exclusive Businessoperationreement STYLE="font-family:Times New Roman" SIZE="2"> This Supplementaryreement to Exclusive Businessoperationreement (the Supplementaryreement) is entered into by and among the following parties on November10, 2011: Party A: Duowan Entertainment Information Technology (Beijing)mpanydress: Room B1507, Huizhi Building, No. 9 Xueqing Road, Haidian District, Beijing] [Confirmation Letter STYLE="font-family:Times New Roman" SIZE="2"> Duowan Entertainment Information Technology (Beijing)mpany (Beijing Duowan) and Beijing Tudaience and Technologympany Limited (Beijing Tuda) have entered into an Exclusive Businessoperationreement (the Originalreement) on December3, 2009. According to Section2 of the Originalreement, both partiesnfirm the fee rate and payment of services follows:] [Exclusive Technology Support and Technology Servicereement STYLE="font-family:Times New Roman" SIZE="2"> This Exclusive Technology Support and Technology Servicesreement (thereement) is executed by the following parties on December3, 2009 in Beijing: PartyA: Duowan Entertainment Information Technology (Beijing)mpany Limiteddress: Suite 1707C3, Qingyunngdai Plaza, No.9 Mantingfangyuanmmunity, Qingyunli, Haidian District, Beijing] [Supplementaryreement to Exclusive Technology Support and Technology Servicesreement STYLE="font-family:Times New Roman" SIZE="2"> STYLE="font-family:Times New Roman" SIZE="2">This Supplementaryreement to Exclusive Technology Support and Technology Servicesreement (the Supplementaryreement) is entered into by and among the following parties on November10, 2011: Party A: Duowan Entertainment Information Technology (Beijing)mpany] [Confirmation Letter STYLE="font-family:Times New Roman" SIZE="2"> Duowan Entertainment Information Technology (Beijing)mpany (Beijing Duowan) and Beijing Tudaience and Technologympany Limited (Beijing Tuda) have entered into an Exclusive Technology Support and Technology Servicesreement (the Originalreement) on December3, 2009. According to Section2 of the Originalreement, both partiesnfirm the fee rate and payment of services follows:] [Power of Attorney STYLE="font-family:Times New Roman" SIZE="2">ted: May 27, 2011 1 Power of Attorneyted: May 27, 2011 2 Power of Attorneyted: May 27, 2011 3 d222007dex1021.htm 30 EX-10.21] [Exclusive Optionreement STYLE="font-family:Times New Roman" SIZE="2"> This Exclusive Optionreement (thisreement)ted May27, 2011, is made in Beijing, the Peoples Republic of China (the), by and among: PartyA: Duowan Entertainment Information Technology (Beijing)mpany Limiteddress: Suite B1507, Huizhi Plaza, 9 Xueqing Road, Haidian District, Beijing Party B:] [Equity Interest Pledgereement STYLE="font-family:Times New Roman" SIZE="2"> This Equity Interest Pledgereement (thisntract),ted July1, 2011, is made in the Peoples Republic of China (the), by and between: PartyA: Duowan Entertainment Information Technology (Beijing)mpany Limited (Pledgee)dress: Suite B1507, Huizhi Plaza, 9 Xueqing Road, Haidian District, Beijing] [Consent Letter STYLE="font-family:Times New Roman" SIZE="2"> Xueling Li, Bin Zhao and Jino (the Pledgor) have entered into an Equity Interest Pledgereement (thereement), respectively, with Duowan Entertainment Information Technology (Beijing)mpany Limited (the Beijing Duowan) on July1, 2011, to pledge their respective equity interests in Beijing Tudaience and Technologympany Limited (the Beijing Tuda) to Beijing Duowan. Pledgors] [Joint Operationreement with respect to Web Gamendan Tang STYLE="font-family:Times New Roman" SIZE="2"> July1st, 2011 Thisreement (thereement) was signed in Tianhe District of Guangzhou City on Parties: Party A: Shenzhen 7th Road Technology (the Party A)dress: 16 STYLE="vertical-align:baseline; position:relative; bottom:.8ex"># Floor Yanxiang Technology Building, No.31 Gao Xin Zhong Si Road, Nanshan District, Shenzhen] [List of Subsidiaries of YY STYLE="font-family:Times New Roman" SIZE="2"> Name Jurisdiction of STYLE="font-family:Times New Roman" SIZE="1">incorporation Relationship with the Duowan Entertainmentrp. BVI Wholly-owned subsidiary NeoTasksyman Islands Wholly-owned subsidiary NeoTasks Limited Hong Kong Wholly-owned subsidiary Guangzhou Huanju Shidai Information Technologympany Limited Wholly-owned subsidiary Duowan Entertainment Information Technology (Beijing)mpany Limited] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to the use in this Registration Statement on Form F-1 of YY of our reportted July 13, 2012, relating to the financial statements of YY which appears in such Registration Statement. Wesonsent to the reference to us under the heading Experts in such Registration Statement.] [STYLE="font-family:Times New Roman" SIZE="2">Consent of iResearchnsulting September 5, 2012 YY Building 3-08, Yangcheng Creative Industry Zone No.309 Huangpu Ave. Middle, Tianhe District STYLE="font-family:Times New Roman" SIZE="2">Guangzhou, P.R.C., 510655 Ladies and Gentlemen: Registration Statementmpany SEC SEC Filings iResearchnsulting herebynsents to references to its name in the registration statement on FormF-1 (together with any amendments thereto, the] [Consent of DCCIta Center of China Internet STYLE="font-family:Times New Roman" SIZE="2"> September21, 2011 YY No.50 Jianzhong Road Tianhe Software Park Tianhe District, Guangzhou 510660 Peoples Republic of China STYLE="font-family:Times New Roman" SIZE="2">Tel: (+86 20) 8553-5024 Ladies and Gentlemen: DCCI Registration Statementmpany SEC SEC Filings DCCIta Center of China Internet (] [YY STYLE="font-family:Times New Roman" SIZE="2">DE OF BUSINESSNDUCT AND ETHICS I. PURPOSEdempany Thisde of Businessnduct and Ethics (the Thisde is designed to deter wrongdoing and to promote: honest and ethicalnduct,luding the ethical handling of actual or apparentnflicts of interest between personal and professional relationships;] [To: YY Building 3-08 Yangcheng Creative Industry Zone No.309 Huangpu Avenue Middle STYLE="font-family:Times New Roman" SIZE="2">Tianhe District Guangzhou 510655 P.R.C October 15, 2012 Dear Sirs/Madam YY We are lawyers qualified in the Peoples Republic of China (thempany Registration Statement SECSs Offering STYLE="font-family:Times New Roman" SIZE="2">We are acting legalunsel to YY (the] [[Page intentionally left blank for graphics] PROSPECTUS (SUBJECT TOMPLETION)TED , 2012 STYLE="font-family:Times New Roman" SIZE="2"LOR="#de1a1e"> AMERICAN DEPOSITARY SHARES YY Representingmmon Shares STYLE="font-family:Times New Roman" SIZE="4"> This is an initial public offering of American depositary shares, orSs, of YY EachS representsmmon shares, par value US$0.00001 per share. We are offeringSs[, and the selling shareholders identified in] [[Page intentionally left blank for graphics] PROSPECTUS (SUBJECT TOMPLETION)TED , 2012 STYLE="font-family:Times New Roman" SIZE="2"LOR="#de1a1e"> AMERICAN DEPOSITARY SHARES YY Representingmmon Shares STYLE="font-family:Times New Roman" SIZE="4"> This is an initial public offering of American depositary shares, orSs, of YY EachS representsmmon shares, par value US$0.00001 per share. We are offeringSs[, and the selling shareholders identified in] [[Page intentionally left blank for graphics] PROSPECTUS (SUBJECT TOMPLETION)TED, 2012 AMERICAN DEPOSITARY SHARES YY Representing Class Ammon Shares This is an initial public offering of American depositary shares, orSs, of YY EachS represents ClassAmmon shares, par value US$0.00001 per share. We are offeringSs[, and the selling shareholders identified in this prospectus are offeringSs. We will]

By | 2016-02-06T02:09:47+00:00 October 15th, 2012|Categories: Chinese Stocks, Webplus ver, YY|Tags: , , , , , |0 Comments
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CMGE [China Mobile Games & Entertainment] F-1: (Original Filing)

[FORM F-1 REGISTRATION STATEMENT China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable Block A, 15/F Huajian Building Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. Zhang, Esq. o o o o CALCULATION OF REGISTRATION FEE Title of each class of] [Company No.: 251102 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF China Mobile Games and Entertainment Group Limited 中國手遊 娛樂集團有限公 司 (adopted by special resolution passed on 11 May 2012) Incorporated on the 20th day of January 2011 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2011 Revision) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF] [THE COMPANIES LAW (2011 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHINA MOBILE GAMES AND ENTERTAINMENT GROUP LIMITED 中國手遊 娛樂集團有限公 司 (adopted by a Special Resolution on August 20, 2012 and effective immediately THE COMPANIES LAW (2011 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED] [TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 1 SECTION 1.01 American Depositary Shares 1 SECTION 1.02 Commission 2 SECTION 1.03 Company 2 SECTION 1.04 Custodian 2 SECTION 1.05 Deliver; Surrender 2 SECTION 1.06 Deposit Agreement 3 SECTION 1.07 Depositary; Corporate Trust Office 3 SECTION 1.08 Deposited Securities 3 SECTION 1.09 Dollars 3 SECTION 1.10 DTC] [EMPLOYMENT AGREEMENT Agreement” This EMPLOYMENT AGREEMENT (the “ · ] by and between China Mobile Games and Entertainment Group Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and [ · Executive” Group ], an individual (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services] [INDEMNIFICATION AGREEMENT Agreement This Indemnification Agreement (this “ · Company Indemnitee ] by and between China Mobile Games and Entertainment Group Limited, a Cayman Islands company (the “ RECITALS Board of Directors The Board of Directors of the Company (the “ AGREEMENT In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and] [Execution Copy Share Purchase Agreement Among King Reach Limited Great Faith Group Limited Allstrong Investments Limited (Hereinafter collectively referred to as the “Sellers”) And VODone Limited (Hereinafter referred to as the “Purchaser”) And Dragon Joyce Limited Jones Day Certified True Copy 29th Floor Edinburgh Tower The Landmark 15 Queen’s Road LAU YIK CHI Central Hong Kong Solicitor, Hong Kong SAR] [Execution Copy Dated: October 21, 2009 King Reach Limited Great Faith Group Limited Allstrong Investments Limited (collectively, the “Sellers”) And VODone Limited (the “Purchaser”) Supplementary Agreement to Share Purchase Agreement in respect of Dragon Joyce Limited Jones Day 29th Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road, Central Hong Kong, China] [Execution Copy Shareholders’ Agreement among King Reach King Reach Limited (“ and Great Faith Great Faith Group Limited (“ and Allstrong Allstrong Investments Limited (“ and VODone VODone Limited (“ and the Company Dragon Joyce Limited (“ Shareholders’ Agreement in respect of Dragon Joyce Limited Certified Copy LAU YIK CHI Jones Day 29th Floor Edinburgh Tower The Landmark 15 Queen’s] [Execution Copy King Reach Limited (“King Reach”) And Great Faith Group Limited (“Great Faith”) And Allstrong Investments Limited (Collectively “Pledgors”) And VODone Limited (“Pledgee”) Equity Pledge Agreement about Dragon Joyce Limited Certified True Copy October 9, 2009 LAU YIK CHI Solicitor, Hong Kong SAR Jones Day 5 NOV 2009 Table of Contents 1. INTERPRETATIONS 4 2. PLEDGE 5 3. CONTINUATION] [Execution Copy Dated: October 21, 2009 King Reach Limited (“King Reach”) And Great Faith Group Limited (“Great Faith”) And Allstrong Investments Limited (collectively, the “Pledgors”) And VODone Limited. (the “Pledgee”) Supplementary Agreement to Equity Pledge Agreement in respect of Dragon Joyce Limited Jones Day 29th Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road, Central Hong Kong, China Tel: +852-2526-6895 Fax:] [Execution Copy September 30, 2010 Asset Purchase Agreement By and among OWX Hong Kong Limited And Bright Way Technology (Hong Kong) Limited And Kuang Yixun And Hu Zhenning Asset Purchase Agreement THIS ASSET PURCHASE AGREEMENT (“this Agreement”) is made and entered into as of September 30, 2010 by and among: 1. OWX Hong Kong Limited, a limited liability company duly] [Execution Copy Dated: September 30, 2010 Kuang Yixun, Hu Zhenning And VODone Limited Equity Pledge Agreement Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is made and entered into on September 30, 2010 by and between: 1. Kuang Yixun, PRC identity card number , having its address at , Shenzhen City, Guangdong Province, P.R. China; Hu Zhenning, PRC identity] [Supplementary Agreement to Equity Pledge Agreement October 11, 2010 VODone Limited entered into an equity pledge agreement (“Equity Pledge Agreement”) with Kuang Yixun and Hu Zhenning in respect of the equity pledge on September 30, 2010. This Supplementary Agreement is entered into as a supplement to the Equity Pledge Agreement. In this Supplementary Agreement, except as otherwise defined, all the] [Execution copy October 11, 2010 OWX Holding Co. Ltd. Shareholders’ Agreement By and among Kuang Yixun And Hu Zhenning And VODone Limited And OWX Holding Co. Ltd. Table of Contents Clause Title Page No. 1. Definitions 2 2. Designated Business and Activities of the Company 4 3. Requirements for Business Workflow 5 4.] [October 11, 2010 OWX Hong Kong Limited And OWX Holding Co., Ltd. And VODone Limited AND Bright Way Technology (Hong Kong) Limited And Kuang Yixun And Hu Zhenning Assignment Agreement THIS ASSIGNMENT AGREEMENT is made and entered into by the following parties on October 11, 2010: (1) OWX Hong Kong Limited, a limited liability company incorporated in Hong Kong Special] [Asset Purchase Agreement OWX (Beijing) Technology Co., Ltd. And Shenzhen Tastech Electronics Co., Ltd Asset Purchase Agreement September 30, 2010 Asset Purchase Agreement THIS ASSET PURCHASE AGREEMENT (“this Agreement”) is made and entered into on September 30, 2010 in Beijing by and among: 1. OWX (Beijing) Technology Co., Ltd., a limited liability company incorporated in Beijing, P.R. China, with its] [[Logo of Eversheds] (1) Trilogic Investments Limited (2) CMHJ Technology Fund II, L.P. (3) Natixis Ventech China AB (4) Action King Limited (5) 3GUU Mobile Entertainment Industrial Co., Ltd. (6) Wang Yongchao (7) Zheng Feng (8) Liang De (9) VODone Limited SHARE PURCHASE AGREEMENT MOK & CO., STEPHEN Eversheds LLP Tel: +852 2186 3200 No.15, Queen’s Road, Central, Hong Kong] [(1) Wang Yongchao (2) Trilogic Investments Limited (3) Action King Limited (4) 3GUU Mobile Entertainment Industrial Co., Ltd. 3GUU Mobile Entertainment Industrial Co., Ltd. Shareholders’ Agreement MOK & CO., STEPHEN Jointly with Eversheds LLP Tel: +852 2186 3200 No.15 Central Queen Road, Hong Kong Fax: +852 2186 3201 21/F, Gloucester Tower, Landmark www.eversheds.com Table of Contents 1. Interpretations] [SHARE PLEDGE AGREEMENT SHARE PLEDGE AGREEMENT Agreement” This (1) Pledgor Trilogic Investments Limited, a limited company duly organized and validly existing under the laws of British Virgin Islands with its registered office at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (the “ (2) CMHJ ; CMHJ Technology Fund II, L.P., an exempted limited partnership duly organized] [GUANGZHOU YITONGTIANXIA SOFTWARE DEVELOPMENT CO., LTD. Business Contract: TECHNOLOGY SERVICES AGREEMENT PARTY A: GUANGZHOU YITONGTIANXIA SOFTWARE DEVELOPMENT CO., LTD. Tel: 020-85613659 Contact person: Liu Xieshu PARTY B: GUANGZHOU YINGZHENG INFORMATION TECHNOLOGY CO., LTD. Tel: 020-85643432 Contact person: Wang Yongchao WHEREAS, (1) Party A is a high-technology enterprise specialized in development and consultancy of communication technologies, integration of computer system, development] [Supplementary Agreement to Technology Services Agreement This Supplementary Agreement to Technology Services Agreement (“this Agreement”) is hereby enter into between the following parties on 30 December 2011 in Guangzhou, Guangdong Province, the People’s Republic of China: Party A: Guangzhou Yitongtianxia Software Development Co., Ltd. Address: No. 1- 6, Room 1501, No. 233, Tian Fu Road, Tianhe District, Guangzhou Legal representative:] [EXCLUSIVE TECHNOLOGY SERVICES AND MARKET PROMOTION SERVICES AGREEMENT BETWEEN GUANGZHOU YITONGTIANXIA SOFTWARE DEVELOPMENT CO., LTD. AND GUANGZHOU YINGZHENG INFORMATION TECHNOLOGY CO., LTD. EXECUTED IN GUANGZHOU ON OCTOBER 28, 2009 1 EXCLUSIVE TECHNOLOGY SERVICES AND MARKET PROMOTION SERVICES AGREEMENT Agreement China THIS EXCLUSIVE TECHNOLOGY SERVICES AND MARKET PROMOTION SERVICES AGREEMENT (“this Guangzhou Yitong Guangzhou Yitongtianxia Software Development Co., Ltd. (“ and] [Supplementary Agreement Party A: Guangzhou Yitongtianxia Software Development Co., Ltd. (“Yitong”) Contact person: [Liu Xieshu] Party B: Guangzhou Yingzheng Information Technology Co., Ltd. (“Yingzheng”) Contact person: [Wang Yongchao] (1) Yitong and Yingzheng entered into the Exclusive Technology Services and Market Promotion Services Agreement in Guangzhou on October 28, 2009. (2) Yitong (as Party A) and Yingzheng (as Party B) entered] [VOTING PROXY AGREEMENT AMONG WANG YONGCHAO, SHI HAIYAN, LIANG DE, ZHENG FENG GUANGZHOU YITONGTIANXIA SOFTWARE DEVELOPMENT CO., LTD. AND GUANGZHOU YINGZHENG INFORMATION TECHNOLOGY CO., LTD. EXECUTED IN GUANGZHOU ON OCTOBER 28, 2009 1 VOTING PROXY AGREEMENT his Agreement THIS VOTING PROXY AGREEMENT (“t (1) China Wang Yongchao, a citizen of the People’s Republic of China (“ (2) Shi Haiyan, a] [SUPPLEMENTARY AGREEMENT THIS SUPPLEMENTARY AGREEMENT Yingzheng (1) Guangzhou Yingzheng Information Technology Co., Ltd. (“ Contact person: Wang Yongchao Yitong (2) Party B: Guangzhou Yitongtianxia Software Development Co., Ltd. (“ Contact person: Liu Xieshu China (3) Wang Yongchao, citizen of the People’s Republic of China (“ (4) Zheng Feng, a citizen of China, identity card no.: ; (5) Liang De, a] [OPTION AGREEMENT AMONG GUANGZHOU YITONGTIANXIA SOFTWARE DEVELOPMENT CO., LTD. AND WANG YONGCHAO, SHI HAIYAN, LIANG DE, ZHENG FENG EXECUTED IN GUANGZHOU ON OCTOBER 28, 2009 OPTION AGREEMENT “this Agreement THIS OPTION AGREEMENT ( th Parties day of October, 2009, by and among the following parties (“ Guangzhou Yitongtianxia Software Development Co., Ltd. Pledgee Obligee China (“ Wang Yongchao , a] [PERSONAL LOAN AGREEMENT AMONG GUANGZHOU YITONGTIANXIA SOFTWARE DEVELOPMENT CO., LTD. AND WANG YONGCHAO, SHI HAIYAN, LIANG DE, ZHENG FENG EXECUTED IN GUANGZHOU ON OCTOBER 28, 2009 PERSONAL LOAN AGREEMENT THIS PERSONAL LOAN AGREEMENT (“this Agreement”) is entered into on the 28 th day of October, 2009, by and among the following parties: Guangzhou Yitongtianxia Software Development Co., Ltd. Lender China] [Supplementary Agreement to Personal Loan Agreement Agreement PRC The following parties hereby enter into this Supplementary Agreement to Personal Loan Agreement (“this (1) Party A: Guangzhou Yitongtianxia Software Development Co., Ltd. Address: No. 1- 6, Room 1501, No. 233, Tian Fu Road, Tianhe District, Guangzhou Legal representative: Wang Yongchao (2) Party B: Wang Yongchao , a PRC citizen (ID number:] [To: Action King Limited Address: 3006, 30/F, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong Tel.: +852 2213 0110 Attn: Xian Handi Letter of Undertaking Yingzheng WHEREAS, Shi Haiyan has transferred her 12% shares of Guangzhou Yingzheng Information Technology Co., Ltd. (“ 1. 2. 3. 4. If Shi Haiyan challenges the transfer of shares of Yingzheng or makes] [Supplementary Agreement Party A: Guangzhou Yitongtianxia Software Development Co., Ltd. , a wholly foreign owned enterprise established and existing in accordance with the PRC laws, with its registered address at No. 1- 6, Room 1501, No. 233, Tian Fu Road, Tianhe District, Guangzhou; Party B: Guangzhou Yingzheng Information Technology Co., Ltd. , a limited liability company established and existing in] [Equity Pledge Agreement Between Wang Yongchao, Shi Haiyan, Liang De, Zheng Feng Guangzhou Yitongtianxia Software Development Co., Ltd. and Guangzhou Yingzheng Information Techno l o g y Co., Ltd. Signed on 28 October 2009 in Guangzhou Equity Pledge Agreement This Equity Pledge Agreement (“this Agreement”) is entered into by and between the following parties (“Parties”) on 28 October 2009 in] [Party A: 3GUU Mobile Entertainment Industrial Co., Ltd. Registered Address: OMC Chambers Wickhams Cay 1, Road Town, Tortola, British Virgin Islands Authorized Representative: Xian Handi Party B: Guangzhou Yingzheng Information Technology Co., Ltd. Registered Address: Floor 15, Block A, Hua Jian Tower, No. 233, Tian Fu Road, Tianhe District, Guangzhou Legal Representative: Wang Yongchao Hereinafter individually referred to as a] [Agreement on Issues regarding Shareholder Voting Proxy 16 December 2011 This Agreement on Issues regarding Shareholder Voting Proxy (this “Agreement”) is entered into by and between the following parties in Guangzhou, Guangdong Province, the PRC on (1) Party A: Guangzhou Yingzheng Information Technology Co., Ltd. Registered Address: Floor 15, Hua Jian Tower, No. 233, Tian Fu Road, Tianhe Distrct, Guangzhou] [Asset Purchase Agreement October 9, 2009 Asset Purchase Agreement By and among Huiyou Digital (Shenzhen) Co., Ltd. And Shenzhen Kuailefeng Software Development Co., Ltd. Asset Purchase Agreement THIS ASSET PURCHASE AGREEMENT (“this Agreement”) is made and entered into as of October 9, 2009 by and between: (1) Huiyou Digital (Shenzhen) Co., Ltd. (hereinafter referred to as “Party A”), a foreign] [Exclusive Business Cooperation Agreement between Huiyou Digital (Shenzhen) Co., Ltd. and Shenzhen Kuailefeng Software Development Co., Ltd. October 9, 2009 Exclusive Business Cooperation Agreement THIS COOPERATION AGREEMENT (this “Agreement”) is made and entered into by and between the following parties on October 9, 2009 in Shenzhen. Party A: Huiyou Digital (Shenzhen) Co., Ltd. Address:14D Cuilan Building, North Dongmen Road, Luohu] [Huiyou Digital (Shenzhen) Ltd. Domestic and Overseas Mobile Phone Market Cooperation Agreement for Mobile Phone Game Product Preinstalling Technology (Profit Sharing Mode) 2011-[8]- [23] 1 Party A: Shenzhen Ouyinhua Information Consulting Co., Ltd. (hereinafter referred to as “Party A”) Address: Rm 205, Block CD, Tianfa Building, Tian’an Digital City, Futian District, Shenzhen Tel.: 0755-83432556 Fax: 0755-83432556-807 Contact person: Tian Jian] [Cooperation Agreement this Agreement August 22 This Cooperation Agreement (“ BY AND BETWEEN: Party A: Huiyou Digital (Shenzhen) Ltd. Address: 818#, Block B, Zhenye Building, No. 2014 Bao’an South Road, Luohu District, Telephone 0755-82043991 Contact Xiao Jian Party B: Guangzhou Yingzheng Information Technology Co., Ltd. Address: 15/F, Block A, Huajian Building, No. 233, Tianfu Road, Tianhe District, Guangzhou Telephone 020-85643431] [Dated 23 August 2011 (1) King Reach Limited (2) Greatfaith Group Limited (3) VODone Limited (4) China Mobile Games and Entertainment Group Limited Share Swap Agreement relating to the sale and purchase of shares of Dragon Joyce Limited THIS AGREEMENT is made on 23 August 2011 BETWEEN (1) King Reach Limited, a limited liability company incorporated in the British Virgin] [Dated 23 August 2011 (1) King Reach Limited (2) Greatfaith Group Limited (3) Allstrong Investments Limited (“Mortgagors”) (4) VODone Limited (“Mortgagee”) Share Mortgage Relating to Shares in the Capital of VODone Limited and Amendment Deed Relating to the Share Purchase Agreement dated 9 October 2009 THIS DEED is made on the 23 rd day of August, 2011 BETWEEN: (1) King] [Dated 23 August 2011 (1) Dragon Joyce Limited (2) China Mobile Games and Entertainment Group Limited Share Swap Agreement relating to the sale and purchase of shares of Beauty Wave Limited and China Wave Group Limited THIS AGREEMENT is made on 23 rd August 2011 BETWEEN (1) Dragon Joyce Limited, a limited liability company incorporated in the British Virgin Islands] [Dated 23 August 2011 (1) King Reach Limited (2) Greatfaith Group Limited (3) Allstrong Investments Limited (4) VODone Limited (5) Dragon Joyce Limited Deed of Release THIS DEED OF RELEASE is made on the 23rd day of August 2011 BETWEEN: (1) King Reach Limited, a limited liability company incorporated in the British Virgin Islands having its registered office at P.O.] [Dated 23 August 2011 (1) OWX Holding Co. Ltd. (2) China Mobile Games and Entertainment Group Limited Share Swap Agreement relating to the sale and purchase of shares of OWX Hong Kong Limited THIS AGREEMENT is made on 23 August 2011 BETWEEN (1) OWX Holding Co. Ltd., a limited liability company incorporated in the British Virgin Islands having its registered] [Dated 23 August 2011 (1) Realphone Technology Co., Ltd (2) VODone Limited (3) China Mobile Games and Entertainment Group Limited Share Swap Agreement relating to the sale and purchase of shares of OWX Holding Co. Ltd THIS AGREEMENT is made on 23 August 2011 BETWEEN (1) Realphone Technology Co., Ltd, a limited liability company incorporated in British Virgin Islands having] [Dated 23 August 2011 (1) Realphone Technology Co., Ltd (“Mortgagor”) and (2) VODone Limited (“Mortgagee”) Share Mortgage Relating to Shares in the Capital of VODone Limited THIS DEED is made on the 23 August 2011 BETWEEN: (1) Realphone Technology Co., Ltd, a limited liability company incorporated in the British Virgin Islands having its registered office at P.O. Box 957, Offshore] [Dated 23 August 2011 (1) OWX Holding Co., Ltd (2) Bright Way Technology (Hong Kong) Limited (3) Realphone Technology Co., Ltd (4) OWX Hong Kong Limited Amendment Deed THIS AMENDMENT Deed is made on the 23 August 2011 BETWEEN: (1) OWX Company Holding Co. Ltd, a company incorporated in the British Virgin Islands whose registered address is at P.O. Box] [Dated 23 August 2011 (1) Realphone Technology Co., Ltd (2) VODone Limited Deed of Release in connection with the Share Pledge dated 30 September THIS DEED OF RELEASE is made on the 23 August 2011 BETWEEN: (1) Realphone Technology Co., Ltd, a limited liability company incorporated in British Virgin Islands having its registered office at P.O. Box 957, Offshore Incorporations] [Dated 23 August 2011 (1) Action King Limited (2) Trilogic Investments Limited (3) China Mobile Games and Entertainment Group Limited (4) VODone Limited Share Swap Agreement relating to the sale and purchase of shares of 3GUU Mobile Entertainment Industrial Co., Ltd. THIS AGREEMENT is made on 23 August 2011 BETWEEN (1) Action King Limited , a limited liability company incorporated] [Dated 23 August 2011 (1) Mortgagor Trilogic Investments Limited (“ and (2) Mortgagee Action King Limited (“ Share Mortgage Relating to Shares in the Capital of VODone Limited THIS DEED is made on the 23 August 2011 BETWEEN: (1) Trilogic Investments Limited whose registered office is at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands Mortgagor (the] [Dated 23 August 2011 (1) Trilogic Investments Limited (2) CMHJ Technology Fund II, L.P. (3) Natixis Ventech China AB (4) Action King Limited (5) 3GUU Mobile Entertainment Industrial Co., Ltd (6) 王永超 (7) 郑锋 (8) 梁德 (9) VODone Limited Amendment Deed Relating to the Share Purchase Agreement dated 29 December 2010 THIS AMENDMENT DEED is made on the 23 August] [CHINA MOBILE GAMES AND ENTERTAINMENT GROUP LIMITED RULES OF THE SHARE OPTION SCHEME 1 CHINA MOBILE GAMES AND ENTERTAINMENT GROUP LIMITED RULES OF THE SHARE OPTION SCHEME 1. PURPOSE OF THE SCHEME The purpose of the Scheme is to enable the Company to grant Options to selected Eligible Persons as incentives or rewards for their contribution or potential contribution to] [CHINA MOBILE GAMES AND ENTERTAINMENT GROUP LIMITED T Restricted Shares: ordinary shares (“Restricted Shares”) Par Value: US$0.001 (the “Par Value”) Purchase Price : US$0.001 per each Restricted Share (the “Purchase Price”) Purchase Amount : US$ Date of Subscription: [ · ] (“Date of Subscription”) 1. this Amended and Restated Subscription Agreement (this “ Agreement ”) and the terms herein are] [NON-COMPETE AGREEMENT Agreement This Non-Compete Agreement (this “ 21 October 2011 CMGE VODone by and between China Mobile Games and Entertainment Group Limited (“ WHEREAS, CMGE is a majority-owned subsidiary of VODone; WHEREAS, CMGE is contemplating in initial public offering of its shares in the form of American depositary shares (“IPO”); WHEREAS, this Agreement is being entered into in order] [AMENDMENT TO Amendment This AMENDMENT TO NON-COMPETE AGREEMENT (this “ 2 by and among: 1. VODone VODone Limited (“ and 2. China Mobile Games and Entertainment Group Limited Company (the “ incorporated under the Laws of the Cayman Islands. Party Parties Each of the parties listed above is referred to herein individually as a “ RECITALS A. Non-Compete Agreement The] [ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement (the “Agreement”) is effective on 21 October 2011, BETWEEN: VODone Limited 第一視頻集團有限公司 (the “Service Provider”), a company incorporated in Bermuda and existing under the laws of Bermuda with its head office located at: Room 3006, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong AND: China Mobile Games and Entertainment Group Limited] [Cooperation Agreement Regarding China Mobile Game Business Party A : China Mobile Group, Jiangsu Co. Ltd. Party B : Guangzhou Ying Zheng Information Technology Co. Ltd . Mailing Address : No. 59, Hu Ju Road, Nanjing, Jiangsu Province Mailing Address : Floor 15, Block A, Hua Jian Tower, No. 233, Tian Fu Road, Tianhe District, Guangzhou, Guangdong Province Zip Code] [SP Cooperation Agreement Regarding China Mobile Cellphone Game Business Party A : China Mobile Group, Jiangsu Co. Ltd. Party B : Guangzhou Ying Zheng Information Technology Co. Ltd . Mailing Address : No. 59, Hu Ju Road, Nanjing, Jiangsu Province Mailing Address : Floor 15, Block A, Hua Jian Tower, No. 233, Tian Fu Road, Tianhe District, Guangzhou, Guangdong Province] [SP Cooperation Agreement Regarding China Mobile Cellphone Game Business Party A : China Mobile Group, Jiangsu Co. Ltd. Party B : Guangzhou Ying Zheng Information Technology Co. Ltd . Mailing Address : No. 59, Hu Ju Road, Nanjing, Jiangsu Province Mailing Address : Floor 15, Block A, Hua Jian Tower, No. 233, Tian Fu Road, Tianhe District, Guangzhou, Guangdong Province] [EXECUTION VERSION SHARE PURCHASE AGREEMENT Agreement This SHARE PURCHASE AGREEMENT (this “ March 21, 201 2 by and among: 1. VODone VODone Limited, a company incorporated under the Laws of Bermuda (“ 2. China Mobile Games and Entertainment Group Limited , a company incorporated under the Laws of the Cayman Company Islands (the “ 3. Core Tech Core Tech Resources] [Supplemental Payment Agreement this Agreement This Supplemental Payment Agreement (hereinafter “ Party A: Guangzhou Yitongtianxia Software Development Co., Ltd. Address: No. 1- 6, Room 1501, No. 233, Tian Fu Road, Tianhe District, Guangzhou Party B: VODone Datamedia Technology Co., Ltd. Address: Party Parties Party A and Party B are hereinafter individually referred to as a “ Whereas, (1) PRC Party] [Exclusive Business Support Agreement this Agreement This Exclusive Business Support Agreement (hereinafter “ Party A: Guangzhou Yitongtianxia Software Development Co., Ltd. Address: No. 1- 6, Room 1501, No. 233, Tian Fu Road, Tianhe District, Guangzhou Party B: VODone Datamedia Technology Co., Ltd. Address: Party Parties Party A and Party B are hereinafter individually referred to as a “ Whereas, (1)] [No. Wholly-Owned Subsidiaries Jurisdiction 1. HYD Holding Limited BVI 2. Beauty Wave Limited BVI 3. China Wave Group Limited BVI 4.] [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 13, 2012, in the Registration Statement (Form F-1) and related Prospectus of China Mobile Games and Entertainment Group Limited dated August 20, 2012. We also consent to the use of our report] [Amendment No. 2 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District, Guangzhou, PRC (86) 20] [Amendment No. 3 to FORM F-1 REGISTRATION STATEMENT China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable Block A, 15/F Huajian Building Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. Zhang, Esq. David J. Roberts, Esq. Approximate date of commencement of] [Amendment No. 4 to FORM F-1 REGISTRATION STATEMENT China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable Block A, 15/F Huajian Building Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. Zhang, Esq. David J. Roberts, Esq. Approximate date of commencement of] [Amendment No. 5 to FORM F-1 REGISTRATION STATEMENT China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable Block A, 15/F Huajian Building Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. Zhang, Esq. Approximate date of commencement of proposed sale to the] [Amendment No. 6 to FORM F-1 REGISTRATION STATEMENT China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable Block A, 15/F Huajian Building Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. Zhang, Esq. o o o o CALCULATION OF REGISTRATION FEE Title] [CODE OF BUSINESS CONDUCT AND ETHICS INTRODUCTION Purpose This Code applies to all of the directors, officers and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “Company” in this Code). We refer to all persons covered by this Code as “Company employees” or simply “employees.” We also refer to] [Consent of Analysys International July 16, 2012 China Mobile Games and Entertainment Group Limited Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District, Guangzhou People’s Repub li c of China Ladies and Gentlemen: Re Analysys International hereby consents to references to its name in the registration statement on Form F-1 (together with any amendments thereto, the“ gistration Statement ”)]

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CMGE [China Mobile Games & Entertainment] F-1: FORM F-1 REGISTRATION STATEMENT China Mobile Games and

[FORM F-1 REGISTRATION STATEMENT China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable Block A, 15/F Huajian Building Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. Zhang, Esq. o o o o CALCULATION OF REGISTRATION FEE Title of each class of] [Company No.: 251102 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF China Mobile Games and Entertainment Group Limited 中國手遊 娛樂集團有限公 司 (adopted by special resolution passed on 11 May 2012) Incorporated on the 20th day of January 2011 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2011 Revision) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF] [THE COMPANIES LAW (2011 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHINA MOBILE GAMES AND ENTERTAINMENT GROUP LIMITED 中國手遊 娛樂集團有限公 司 (adopted by a Special Resolution on August 20, 2012 and effective immediately THE COMPANIES LAW (2011 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED] [TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 1 SECTION 1.01 American Depositary Shares 1 SECTION 1.02 Commission 2 SECTION 1.03 Company 2 SECTION 1.04 Custodian 2 SECTION 1.05 Deliver; Surrender 2 SECTION 1.06 Deposit Agreement 3 SECTION 1.07 Depositary; Corporate Trust Office 3 SECTION 1.08 Deposited Securities 3 SECTION 1.09 Dollars 3 SECTION 1.10 DTC] [EMPLOYMENT AGREEMENT Agreement” This EMPLOYMENT AGREEMENT (the “ · ] by and between China Mobile Games and Entertainment Group Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and [ · Executive” Group ], an individual (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services] [INDEMNIFICATION AGREEMENT Agreement This Indemnification Agreement (this “ · Company Indemnitee ] by and between China Mobile Games and Entertainment Group Limited, a Cayman Islands company (the “ RECITALS Board of Directors The Board of Directors of the Company (the “ AGREEMENT In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and] [Execution Copy Share Purchase Agreement Among King Reach Limited Great Faith Group Limited Allstrong Investments Limited (Hereinafter collectively referred to as the “Sellers”) And VODone Limited (Hereinafter referred to as the “Purchaser”) And Dragon Joyce Limited Jones Day Certified True Copy 29th Floor Edinburgh Tower The Landmark 15 Queen’s Road LAU YIK CHI Central Hong Kong Solicitor, Hong Kong SAR] [Execution Copy Dated: October 21, 2009 King Reach Limited Great Faith Group Limited Allstrong Investments Limited (collectively, the “Sellers”) And VODone Limited (the “Purchaser”) Supplementary Agreement to Share Purchase Agreement in respect of Dragon Joyce Limited Jones Day 29th Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road, Central Hong Kong, China] [Execution Copy Shareholders’ Agreement among King Reach King Reach Limited (“ and Great Faith Great Faith Group Limited (“ and Allstrong Allstrong Investments Limited (“ and VODone VODone Limited (“ and the Company Dragon Joyce Limited (“ Shareholders’ Agreement in respect of Dragon Joyce Limited Certified Copy LAU YIK CHI Jones Day 29th Floor Edinburgh Tower The Landmark 15 Queen’s] [Execution Copy King Reach Limited (“King Reach”) And Great Faith Group Limited (“Great Faith”) And Allstrong Investments Limited (Collectively “Pledgors”) And VODone Limited (“Pledgee”) Equity Pledge Agreement about Dragon Joyce Limited Certified True Copy October 9, 2009 LAU YIK CHI Solicitor, Hong Kong SAR Jones Day 5 NOV 2009 Table of Contents 1. INTERPRETATIONS 4 2. PLEDGE 5 3. CONTINUATION] [Execution Copy Dated: October 21, 2009 King Reach Limited (“King Reach”) And Great Faith Group Limited (“Great Faith”) And Allstrong Investments Limited (collectively, the “Pledgors”) And VODone Limited. (the “Pledgee”) Supplementary Agreement to Equity Pledge Agreement in respect of Dragon Joyce Limited Jones Day 29th Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road, Central Hong Kong, China Tel: +852-2526-6895 Fax:] [Execution Copy September 30, 2010 Asset Purchase Agreement By and among OWX Hong Kong Limited And Bright Way Technology (Hong Kong) Limited And Kuang Yixun And Hu Zhenning Asset Purchase Agreement THIS ASSET PURCHASE AGREEMENT (“this Agreement”) is made and entered into as of September 30, 2010 by and among: 1. OWX Hong Kong Limited, a limited liability company duly] [Execution Copy Dated: September 30, 2010 Kuang Yixun, Hu Zhenning And VODone Limited Equity Pledge Agreement Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is made and entered into on September 30, 2010 by and between: 1. Kuang Yixun, PRC identity card number , having its address at , Shenzhen City, Guangdong Province, P.R. China; Hu Zhenning, PRC identity] [Supplementary Agreement to Equity Pledge Agreement October 11, 2010 VODone Limited entered into an equity pledge agreement (“Equity Pledge Agreement”) with Kuang Yixun and Hu Zhenning in respect of the equity pledge on September 30, 2010. This Supplementary Agreement is entered into as a supplement to the Equity Pledge Agreement. In this Supplementary Agreement, except as otherwise defined, all the] [Execution copy October 11, 2010 OWX Holding Co. Ltd. Shareholders’ Agreement By and among Kuang Yixun And Hu Zhenning And VODone Limited And OWX Holding Co. Ltd. Table of Contents Clause Title Page No. 1. Definitions 2 2. Designated Business and Activities of the Company 4 3. Requirements for Business Workflow 5 4.] [October 11, 2010 OWX Hong Kong Limited And OWX Holding Co., Ltd. And VODone Limited AND Bright Way Technology (Hong Kong) Limited And Kuang Yixun And Hu Zhenning Assignment Agreement THIS ASSIGNMENT AGREEMENT is made and entered into by the following parties on October 11, 2010: (1) OWX Hong Kong Limited, a limited liability company incorporated in Hong Kong Special] [Asset Purchase Agreement OWX (Beijing) Technology Co., Ltd. And Shenzhen Tastech Electronics Co., Ltd Asset Purchase Agreement September 30, 2010 Asset Purchase Agreement THIS ASSET PURCHASE AGREEMENT (“this Agreement”) is made and entered into on September 30, 2010 in Beijing by and among: 1. OWX (Beijing) Technology Co., Ltd., a limited liability company incorporated in Beijing, P.R. China, with its] [[Logo of Eversheds] (1) Trilogic Investments Limited (2) CMHJ Technology Fund II, L.P. (3) Natixis Ventech China AB (4) Action King Limited (5) 3GUU Mobile Entertainment Industrial Co., Ltd. (6) Wang Yongchao (7) Zheng Feng (8) Liang De (9) VODone Limited SHARE PURCHASE AGREEMENT MOK & CO., STEPHEN Eversheds LLP Tel: +852 2186 3200 No.15, Queen’s Road, Central, Hong Kong] [(1) Wang Yongchao (2) Trilogic Investments Limited (3) Action King Limited (4) 3GUU Mobile Entertainment Industrial Co., Ltd. 3GUU Mobile Entertainment Industrial Co., Ltd. Shareholders’ Agreement MOK & CO., STEPHEN Jointly with Eversheds LLP Tel: +852 2186 3200 No.15 Central Queen Road, Hong Kong Fax: +852 2186 3201 21/F, Gloucester Tower, Landmark www.eversheds.com Table of Contents 1. Interpretations] [SHARE PLEDGE AGREEMENT SHARE PLEDGE AGREEMENT Agreement” This (1) Pledgor Trilogic Investments Limited, a limited company duly organized and validly existing under the laws of British Virgin Islands with its registered office at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (the “ (2) CMHJ ; CMHJ Technology Fund II, L.P., an exempted limited partnership duly organized] [GUANGZHOU YITONGTIANXIA SOFTWARE DEVELOPMENT CO., LTD. Business Contract: TECHNOLOGY SERVICES AGREEMENT PARTY A: GUANGZHOU YITONGTIANXIA SOFTWARE DEVELOPMENT CO., LTD. Tel: 020-85613659 Contact person: Liu Xieshu PARTY B: GUANGZHOU YINGZHENG INFORMATION TECHNOLOGY CO., LTD. Tel: 020-85643432 Contact person: Wang Yongchao WHEREAS, (1) Party A is a high-technology enterprise specialized in development and consultancy of communication technologies, integration of computer system, development] [Supplementary Agreement to Technology Services Agreement This Supplementary Agreement to Technology Services Agreement (“this Agreement”) is hereby enter into between the following parties on 30 December 2011 in Guangzhou, Guangdong Province, the People’s Republic of China: Party A: Guangzhou Yitongtianxia Software Development Co., Ltd. Address: No. 1- 6, Room 1501, No. 233, Tian Fu Road, Tianhe District, Guangzhou Legal representative:] [EXCLUSIVE TECHNOLOGY SERVICES AND MARKET PROMOTION SERVICES AGREEMENT BETWEEN GUANGZHOU YITONGTIANXIA SOFTWARE DEVELOPMENT CO., LTD. AND GUANGZHOU YINGZHENG INFORMATION TECHNOLOGY CO., LTD. EXECUTED IN GUANGZHOU ON OCTOBER 28, 2009 1 EXCLUSIVE TECHNOLOGY SERVICES AND MARKET PROMOTION SERVICES AGREEMENT Agreement China THIS EXCLUSIVE TECHNOLOGY SERVICES AND MARKET PROMOTION SERVICES AGREEMENT (“this Guangzhou Yitong Guangzhou Yitongtianxia Software Development Co., Ltd. (“ and] [Supplementary Agreement Party A: Guangzhou Yitongtianxia Software Development Co., Ltd. (“Yitong”) Contact person: [Liu Xieshu] Party B: Guangzhou Yingzheng Information Technology Co., Ltd. (“Yingzheng”) Contact person: [Wang Yongchao] (1) Yitong and Yingzheng entered into the Exclusive Technology Services and Market Promotion Services Agreement in Guangzhou on October 28, 2009. (2) Yitong (as Party A) and Yingzheng (as Party B) entered] [VOTING PROXY AGREEMENT AMONG WANG YONGCHAO, SHI HAIYAN, LIANG DE, ZHENG FENG GUANGZHOU YITONGTIANXIA SOFTWARE DEVELOPMENT CO., LTD. AND GUANGZHOU YINGZHENG INFORMATION TECHNOLOGY CO., LTD. EXECUTED IN GUANGZHOU ON OCTOBER 28, 2009 1 VOTING PROXY AGREEMENT his Agreement THIS VOTING PROXY AGREEMENT (“t (1) China Wang Yongchao, a citizen of the People’s Republic of China (“ (2) Shi Haiyan, a] [SUPPLEMENTARY AGREEMENT THIS SUPPLEMENTARY AGREEMENT Yingzheng (1) Guangzhou Yingzheng Information Technology Co., Ltd. (“ Contact person: Wang Yongchao Yitong (2) Party B: Guangzhou Yitongtianxia Software Development Co., Ltd. (“ Contact person: Liu Xieshu China (3) Wang Yongchao, citizen of the People’s Republic of China (“ (4) Zheng Feng, a citizen of China, identity card no.: ; (5) Liang De, a] [OPTION AGREEMENT AMONG GUANGZHOU YITONGTIANXIA SOFTWARE DEVELOPMENT CO., LTD. AND WANG YONGCHAO, SHI HAIYAN, LIANG DE, ZHENG FENG EXECUTED IN GUANGZHOU ON OCTOBER 28, 2009 OPTION AGREEMENT “this Agreement THIS OPTION AGREEMENT ( th Parties day of October, 2009, by and among the following parties (“ Guangzhou Yitongtianxia Software Development Co., Ltd. Pledgee Obligee China (“ Wang Yongchao , a] [PERSONAL LOAN AGREEMENT AMONG GUANGZHOU YITONGTIANXIA SOFTWARE DEVELOPMENT CO., LTD. AND WANG YONGCHAO, SHI HAIYAN, LIANG DE, ZHENG FENG EXECUTED IN GUANGZHOU ON OCTOBER 28, 2009 PERSONAL LOAN AGREEMENT THIS PERSONAL LOAN AGREEMENT (“this Agreement”) is entered into on the 28 th day of October, 2009, by and among the following parties: Guangzhou Yitongtianxia Software Development Co., Ltd. Lender China] [Supplementary Agreement to Personal Loan Agreement Agreement PRC The following parties hereby enter into this Supplementary Agreement to Personal Loan Agreement (“this (1) Party A: Guangzhou Yitongtianxia Software Development Co., Ltd. Address: No. 1- 6, Room 1501, No. 233, Tian Fu Road, Tianhe District, Guangzhou Legal representative: Wang Yongchao (2) Party B: Wang Yongchao , a PRC citizen (ID number:] [To: Action King Limited Address: 3006, 30/F, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong Tel.: +852 2213 0110 Attn: Xian Handi Letter of Undertaking Yingzheng WHEREAS, Shi Haiyan has transferred her 12% shares of Guangzhou Yingzheng Information Technology Co., Ltd. (“ 1. 2. 3. 4. If Shi Haiyan challenges the transfer of shares of Yingzheng or makes] [Supplementary Agreement Party A: Guangzhou Yitongtianxia Software Development Co., Ltd. , a wholly foreign owned enterprise established and existing in accordance with the PRC laws, with its registered address at No. 1- 6, Room 1501, No. 233, Tian Fu Road, Tianhe District, Guangzhou; Party B: Guangzhou Yingzheng Information Technology Co., Ltd. , a limited liability company established and existing in] [Equity Pledge Agreement Between Wang Yongchao, Shi Haiyan, Liang De, Zheng Feng Guangzhou Yitongtianxia Software Development Co., Ltd. and Guangzhou Yingzheng Information Techno l o g y Co., Ltd. Signed on 28 October 2009 in Guangzhou Equity Pledge Agreement This Equity Pledge Agreement (“this Agreement”) is entered into by and between the following parties (“Parties”) on 28 October 2009 in] [Party A: 3GUU Mobile Entertainment Industrial Co., Ltd. Registered Address: OMC Chambers Wickhams Cay 1, Road Town, Tortola, British Virgin Islands Authorized Representative: Xian Handi Party B: Guangzhou Yingzheng Information Technology Co., Ltd. Registered Address: Floor 15, Block A, Hua Jian Tower, No. 233, Tian Fu Road, Tianhe District, Guangzhou Legal Representative: Wang Yongchao Hereinafter individually referred to as a] [Agreement on Issues regarding Shareholder Voting Proxy 16 December 2011 This Agreement on Issues regarding Shareholder Voting Proxy (this “Agreement”) is entered into by and between the following parties in Guangzhou, Guangdong Province, the PRC on (1) Party A: Guangzhou Yingzheng Information Technology Co., Ltd. Registered Address: Floor 15, Hua Jian Tower, No. 233, Tian Fu Road, Tianhe Distrct, Guangzhou] [Asset Purchase Agreement October 9, 2009 Asset Purchase Agreement By and among Huiyou Digital (Shenzhen) Co., Ltd. And Shenzhen Kuailefeng Software Development Co., Ltd. Asset Purchase Agreement THIS ASSET PURCHASE AGREEMENT (“this Agreement”) is made and entered into as of October 9, 2009 by and between: (1) Huiyou Digital (Shenzhen) Co., Ltd. (hereinafter referred to as “Party A”), a foreign] [Exclusive Business Cooperation Agreement between Huiyou Digital (Shenzhen) Co., Ltd. and Shenzhen Kuailefeng Software Development Co., Ltd. October 9, 2009 Exclusive Business Cooperation Agreement THIS COOPERATION AGREEMENT (this “Agreement”) is made and entered into by and between the following parties on October 9, 2009 in Shenzhen. Party A: Huiyou Digital (Shenzhen) Co., Ltd. Address:14D Cuilan Building, North Dongmen Road, Luohu] [Huiyou Digital (Shenzhen) Ltd. Domestic and Overseas Mobile Phone Market Cooperation Agreement for Mobile Phone Game Product Preinstalling Technology (Profit Sharing Mode) 2011-[8]- [23] 1 Party A: Shenzhen Ouyinhua Information Consulting Co., Ltd. (hereinafter referred to as “Party A”) Address: Rm 205, Block CD, Tianfa Building, Tian’an Digital City, Futian District, Shenzhen Tel.: 0755-83432556 Fax: 0755-83432556-807 Contact person: Tian Jian] [Cooperation Agreement this Agreement August 22 This Cooperation Agreement (“ BY AND BETWEEN: Party A: Huiyou Digital (Shenzhen) Ltd. Address: 818#, Block B, Zhenye Building, No. 2014 Bao’an South Road, Luohu District, Telephone 0755-82043991 Contact Xiao Jian Party B: Guangzhou Yingzheng Information Technology Co., Ltd. Address: 15/F, Block A, Huajian Building, No. 233, Tianfu Road, Tianhe District, Guangzhou Telephone 020-85643431] [Dated 23 August 2011 (1) King Reach Limited (2) Greatfaith Group Limited (3) VODone Limited (4) China Mobile Games and Entertainment Group Limited Share Swap Agreement relating to the sale and purchase of shares of Dragon Joyce Limited THIS AGREEMENT is made on 23 August 2011 BETWEEN (1) King Reach Limited, a limited liability company incorporated in the British Virgin] [Dated 23 August 2011 (1) King Reach Limited (2) Greatfaith Group Limited (3) Allstrong Investments Limited (“Mortgagors”) (4) VODone Limited (“Mortgagee”) Share Mortgage Relating to Shares in the Capital of VODone Limited and Amendment Deed Relating to the Share Purchase Agreement dated 9 October 2009 THIS DEED is made on the 23 rd day of August, 2011 BETWEEN: (1) King] [Dated 23 August 2011 (1) Dragon Joyce Limited (2) China Mobile Games and Entertainment Group Limited Share Swap Agreement relating to the sale and purchase of shares of Beauty Wave Limited and China Wave Group Limited THIS AGREEMENT is made on 23 rd August 2011 BETWEEN (1) Dragon Joyce Limited, a limited liability company incorporated in the British Virgin Islands] [Dated 23 August 2011 (1) King Reach Limited (2) Greatfaith Group Limited (3) Allstrong Investments Limited (4) VODone Limited (5) Dragon Joyce Limited Deed of Release THIS DEED OF RELEASE is made on the 23rd day of August 2011 BETWEEN: (1) King Reach Limited, a limited liability company incorporated in the British Virgin Islands having its registered office at P.O.] [Dated 23 August 2011 (1) OWX Holding Co. Ltd. (2) China Mobile Games and Entertainment Group Limited Share Swap Agreement relating to the sale and purchase of shares of OWX Hong Kong Limited THIS AGREEMENT is made on 23 August 2011 BETWEEN (1) OWX Holding Co. Ltd., a limited liability company incorporated in the British Virgin Islands having its registered] [Dated 23 August 2011 (1) Realphone Technology Co., Ltd (2) VODone Limited (3) China Mobile Games and Entertainment Group Limited Share Swap Agreement relating to the sale and purchase of shares of OWX Holding Co. Ltd THIS AGREEMENT is made on 23 August 2011 BETWEEN (1) Realphone Technology Co., Ltd, a limited liability company incorporated in British Virgin Islands having] [Dated 23 August 2011 (1) Realphone Technology Co., Ltd (“Mortgagor”) and (2) VODone Limited (“Mortgagee”) Share Mortgage Relating to Shares in the Capital of VODone Limited THIS DEED is made on the 23 August 2011 BETWEEN: (1) Realphone Technology Co., Ltd, a limited liability company incorporated in the British Virgin Islands having its registered office at P.O. Box 957, Offshore] [Dated 23 August 2011 (1) OWX Holding Co., Ltd (2) Bright Way Technology (Hong Kong) Limited (3) Realphone Technology Co., Ltd (4) OWX Hong Kong Limited Amendment Deed THIS AMENDMENT Deed is made on the 23 August 2011 BETWEEN: (1) OWX Company Holding Co. Ltd, a company incorporated in the British Virgin Islands whose registered address is at P.O. Box] [Dated 23 August 2011 (1) Realphone Technology Co., Ltd (2) VODone Limited Deed of Release in connection with the Share Pledge dated 30 September THIS DEED OF RELEASE is made on the 23 August 2011 BETWEEN: (1) Realphone Technology Co., Ltd, a limited liability company incorporated in British Virgin Islands having its registered office at P.O. Box 957, Offshore Incorporations] [Dated 23 August 2011 (1) Action King Limited (2) Trilogic Investments Limited (3) China Mobile Games and Entertainment Group Limited (4) VODone Limited Share Swap Agreement relating to the sale and purchase of shares of 3GUU Mobile Entertainment Industrial Co., Ltd. THIS AGREEMENT is made on 23 August 2011 BETWEEN (1) Action King Limited , a limited liability company incorporated] [Dated 23 August 2011 (1) Mortgagor Trilogic Investments Limited (“ and (2) Mortgagee Action King Limited (“ Share Mortgage Relating to Shares in the Capital of VODone Limited THIS DEED is made on the 23 August 2011 BETWEEN: (1) Trilogic Investments Limited whose registered office is at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands Mortgagor (the] [Dated 23 August 2011 (1) Trilogic Investments Limited (2) CMHJ Technology Fund II, L.P. (3) Natixis Ventech China AB (4) Action King Limited (5) 3GUU Mobile Entertainment Industrial Co., Ltd (6) 王永超 (7) 郑锋 (8) 梁德 (9) VODone Limited Amendment Deed Relating to the Share Purchase Agreement dated 29 December 2010 THIS AMENDMENT DEED is made on the 23 August] [CHINA MOBILE GAMES AND ENTERTAINMENT GROUP LIMITED RULES OF THE SHARE OPTION SCHEME 1 CHINA MOBILE GAMES AND ENTERTAINMENT GROUP LIMITED RULES OF THE SHARE OPTION SCHEME 1. PURPOSE OF THE SCHEME The purpose of the Scheme is to enable the Company to grant Options to selected Eligible Persons as incentives or rewards for their contribution or potential contribution to] [CHINA MOBILE GAMES AND ENTERTAINMENT GROUP LIMITED T Restricted Shares: ordinary shares (“Restricted Shares”) Par Value: US$0.001 (the “Par Value”) Purchase Price : US$0.001 per each Restricted Share (the “Purchase Price”) Purchase Amount : US$ Date of Subscription: [ · ] (“Date of Subscription”) 1. this Amended and Restated Subscription Agreement (this “ Agreement ”) and the terms herein are] [NON-COMPETE AGREEMENT Agreement This Non-Compete Agreement (this “ 21 October 2011 CMGE VODone by and between China Mobile Games and Entertainment Group Limited (“ WHEREAS, CMGE is a majority-owned subsidiary of VODone; WHEREAS, CMGE is contemplating in initial public offering of its shares in the form of American depositary shares (“IPO”); WHEREAS, this Agreement is being entered into in order] [AMENDMENT TO Amendment This AMENDMENT TO NON-COMPETE AGREEMENT (this “ 2 by and among: 1. VODone VODone Limited (“ and 2. China Mobile Games and Entertainment Group Limited Company (the “ incorporated under the Laws of the Cayman Islands. Party Parties Each of the parties listed above is referred to herein individually as a “ RECITALS A. Non-Compete Agreement The] [ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement (the “Agreement”) is effective on 21 October 2011, BETWEEN: VODone Limited 第一視頻集團有限公司 (the “Service Provider”), a company incorporated in Bermuda and existing under the laws of Bermuda with its head office located at: Room 3006, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong AND: China Mobile Games and Entertainment Group Limited] [Cooperation Agreement Regarding China Mobile Game Business Party A : China Mobile Group, Jiangsu Co. Ltd. Party B : Guangzhou Ying Zheng Information Technology Co. Ltd . Mailing Address : No. 59, Hu Ju Road, Nanjing, Jiangsu Province Mailing Address : Floor 15, Block A, Hua Jian Tower, No. 233, Tian Fu Road, Tianhe District, Guangzhou, Guangdong Province Zip Code] [SP Cooperation Agreement Regarding China Mobile Cellphone Game Business Party A : China Mobile Group, Jiangsu Co. Ltd. Party B : Guangzhou Ying Zheng Information Technology Co. Ltd . Mailing Address : No. 59, Hu Ju Road, Nanjing, Jiangsu Province Mailing Address : Floor 15, Block A, Hua Jian Tower, No. 233, Tian Fu Road, Tianhe District, Guangzhou, Guangdong Province] [SP Cooperation Agreement Regarding China Mobile Cellphone Game Business Party A : China Mobile Group, Jiangsu Co. Ltd. Party B : Guangzhou Ying Zheng Information Technology Co. Ltd . Mailing Address : No. 59, Hu Ju Road, Nanjing, Jiangsu Province Mailing Address : Floor 15, Block A, Hua Jian Tower, No. 233, Tian Fu Road, Tianhe District, Guangzhou, Guangdong Province] [EXECUTION VERSION SHARE PURCHASE AGREEMENT Agreement This SHARE PURCHASE AGREEMENT (this “ March 21, 201 2 by and among: 1. VODone VODone Limited, a company incorporated under the Laws of Bermuda (“ 2. China Mobile Games and Entertainment Group Limited , a company incorporated under the Laws of the Cayman Company Islands (the “ 3. Core Tech Core Tech Resources] [Supplemental Payment Agreement this Agreement This Supplemental Payment Agreement (hereinafter “ Party A: Guangzhou Yitongtianxia Software Development Co., Ltd. Address: No. 1- 6, Room 1501, No. 233, Tian Fu Road, Tianhe District, Guangzhou Party B: VODone Datamedia Technology Co., Ltd. Address: Party Parties Party A and Party B are hereinafter individually referred to as a “ Whereas, (1) PRC Party] [Exclusive Business Support Agreement this Agreement This Exclusive Business Support Agreement (hereinafter “ Party A: Guangzhou Yitongtianxia Software Development Co., Ltd. Address: No. 1- 6, Room 1501, No. 233, Tian Fu Road, Tianhe District, Guangzhou Party B: VODone Datamedia Technology Co., Ltd. Address: Party Parties Party A and Party B are hereinafter individually referred to as a “ Whereas, (1)] [No. Wholly-Owned Subsidiaries Jurisdiction 1. HYD Holding Limited BVI 2. Beauty Wave Limited BVI 3. China Wave Group Limited BVI 4.] [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 13, 2012, in the Registration Statement (Form F-1) and related Prospectus of China Mobile Games and Entertainment Group Limited dated August 20, 2012. We also consent to the use of our report] [Amendment No. 2 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District, Guangzhou, PRC (86) 20] [Amendment No. 3 to FORM F-1 REGISTRATION STATEMENT China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable Block A, 15/F Huajian Building Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. Zhang, Esq. David J. Roberts, Esq. Approximate date of commencement of] [Amendment No. 4 to FORM F-1 REGISTRATION STATEMENT China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable Block A, 15/F Huajian Building Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. Zhang, Esq. David J. Roberts, Esq. Approximate date of commencement of] [Amendment No. 5 to FORM F-1 REGISTRATION STATEMENT China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable Block A, 15/F Huajian Building Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. Zhang, Esq. Approximate date of commencement of proposed sale to the] [Amendment No. 6 to FORM F-1 REGISTRATION STATEMENT China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable Block A, 15/F Huajian Building Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. Zhang, Esq. o o o o CALCULATION OF REGISTRATION FEE Title] [CODE OF BUSINESS CONDUCT AND ETHICS INTRODUCTION Purpose This Code applies to all of the directors, officers and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “Company” in this Code). We refer to all persons covered by this Code as “Company employees” or simply “employees.” We also refer to] [Consent of Analysys International July 16, 2012 China Mobile Games and Entertainment Group Limited Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District, Guangzhou People’s Repub li c of China Ladies and Gentlemen: Re Analysys International hereby consents to references to its name in the registration statement on Form F-1 (together with any amendments thereto, the“ gistration Statement ”)]

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NQ [NQ Mobile] F-1: (Original Filing)

[PROSPECTUS (Subject to Completion) Issued , 2012 6,000,000 American Depositary Shares NQ Mobile Inc. REPRESENTING 30,000,000 CLASS A COMMON SHARES NQ Mobile Inc. is offering 1,200,000 American Depositary Shares, or ADSs, and the selling shareholders are offering 4,800,000 ADSs. Each ADS represents five Class A common shares, par value $0.0001 per share. We will not receive any proceeds from the] [NQ Mobile Inc. No. 4 Building 11 Heping Li East Street Dongcheng District Beijing 100013 People’s Republic of China 10 May 2012 Dear Sirs NQ Mobile Inc. Company Registration Statement Commission Offering ADSs New Shares Selling Shareholders Sale Shares We have acted as Cayman Islands legal advisers to NQ Mobile Inc. (the “ 1 Documents Reviewed For the purposes of] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WILMINGTON BEIJING BRUSSELS FRANKFURT May 10, 2012 HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIENNA NetQin Mobile Inc. No. 4 Building] [10th Floor, China World Tower, No.1 Jianguo Menwai Avenue, Beijing 100004, China Tel: (86-10) 5706-8585 Fax: (86-10) 6518-5057, 8515-0267 NQ Mobile Inc. No. 4 Building 11 Heping Li East Street Dongcheng District Beijing 100013 People’s Republic of China (86-10) 8565-5555 Re: NQ Mobile Inc. Follow-on Public Offering May 10, 2012 Dear Sirs, PRC We are qualified lawyers of the People’s] [Name Jurisdiction of incorporation NQ Mobile US Inc. US Wholly owned subsidiary NetQin International Ltd. HK Wholly owned subsidiary NetQin Mobile (Beijing) Co., Ltd. PRC Subsidiary wholly owned by NetQin International Ltd. Beijing NetQin Technology Co., Ltd PRC Variable interest entity Taiwan NetQin Technology Limited Taiwan Wholly owned subsidiary Qing Yun (Tianjin) Financial Management Co., Ltd. PRC Subsidiary wholly owned] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of NQ Mobile Inc. (formerly known as NetQin Mobile Inc.) of our report dated March 30, 2012 relating to the consolidated financial statements of NQ Mobile Inc., which appears in such Registration Statement. We also consent to the reference to]

By | 2016-03-11T10:07:02+00:00 May 10th, 2012|Categories: Chinese Stocks, NQ, SEC Original|Tags: , , , , , |0 Comments
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NQ [NQ Mobile] F-1: PROSPECTUS (Subject to Completion) Issued , 2012 6,000,000

[PROSPECTUS (Subject to Completion) Issued , 2012 6,000,000 American Depositary Shares NQ Mobile Inc. REPRESENTING 30,000,000 CLASS A COMMON SHARES NQ Mobile Inc. is offering 1,200,000 American Depositary Shares, or ADSs, and the selling shareholders are offering 4,800,000 ADSs. Each ADS represents five Class A common shares, par value $0.0001 per share. We will not receive any proceeds from the] [NQ Mobile Inc. No. 4 Building 11 Heping Li East Street Dongcheng District Beijing 100013 People’s Republic of China 10 May 2012 Dear Sirs NQ Mobile Inc. Company Registration Statement Commission Offering ADSs New Shares Selling Shareholders Sale Shares We have acted as Cayman Islands legal advisers to NQ Mobile Inc. (the “ 1 Documents Reviewed For the purposes of] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WILMINGTON BEIJING BRUSSELS FRANKFURT May 10, 2012 HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIENNA NetQin Mobile Inc. No. 4 Building] [10th Floor, China World Tower, No.1 Jianguo Menwai Avenue, Beijing 100004, China Tel: (86-10) 5706-8585 Fax: (86-10) 6518-5057, 8515-0267 NQ Mobile Inc. No. 4 Building 11 Heping Li East Street Dongcheng District Beijing 100013 People’s Republic of China (86-10) 8565-5555 Re: NQ Mobile Inc. Follow-on Public Offering May 10, 2012 Dear Sirs, PRC We are qualified lawyers of the People’s] [Name Jurisdiction of incorporation NQ Mobile US Inc. US Wholly owned subsidiary NetQin International Ltd. HK Wholly owned subsidiary NetQin Mobile (Beijing) Co., Ltd. PRC Subsidiary wholly owned by NetQin International Ltd. Beijing NetQin Technology Co., Ltd PRC Variable interest entity Taiwan NetQin Technology Limited Taiwan Wholly owned subsidiary Qing Yun (Tianjin) Financial Management Co., Ltd. PRC Subsidiary wholly owned] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of NQ Mobile Inc. (formerly known as NetQin Mobile Inc.) of our report dated March 30, 2012 relating to the consolidated financial statements of NQ Mobile Inc., which appears in such Registration Statement. We also consent to the reference to]

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VIPS [Vipshop] F-1: SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED , 2012

[SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED , 2012 American Depositary Shares Representing Ordinary Shares Vipshop Holdings Limited This is an initial public offering of American depositary shares, or ADSs, of Vipshop Holdings Limited. Each ADS represents ordinary share(s), par value US$0.0001 per share. We are offering ADSs [and the selling shareholders named in this prospectus are offering ADSs]. [We will] [SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF VIPSHOP HOLDINGS LIMITED th day of August, 2010 Incorporated on the 27 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2010 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF VIPSHOP HOLDINGS LIMITED (adopted by special resolution on April 11, 2011) 1.] [Name of Company: Vipshop Holdings Limited Number: [ ] Shares: -[ ]- Issued to: [ ] Dated Transferred from: VIPSHOP HOLDINGS LIMITED Number Shares -[ ]- -[ ]- Incorporated under the laws of the Cayman Islands [ ] [ ] THIS IS TO CERTIFY THAT DIRECTOR EX-4.1 3 d211818dex41.htm FORM OF ORDINARY SHARE CERTIFICATE] [DATED: April 11, 2011 (1). VIPSHOP HOLDINGS LIMITED (2). VIPSHOP INTERNATIONAL HOLDINGS LIMITED (3). GUANGZHOU VIPSHOP COMPUTER SERVICE CO., LTD. (广州唯品会计算机服务有限公司) (4). GUANGZHOU VIPSHOP INFORMATION TECHNOLOGY CO., LTD. (广州唯品会信息科技有限公司) (5). PERSONS NAMED IN PART A OF SCHEDULE 1 (6). PERSONS NAMED IN PART C OF SCHEDULE 1 (7). PERSONS NAMED IN PART D OF SCHEDULE 1 AMENDED AND RESTATED SHAREHOLDERS’] [Office: Mobile: rthorp@thorpalberga.com Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The People’s Republic of China 17 February 2012 Dear Sirs Vipshop Holdings Limited. Company Commission Act Registration Statement Shares We have acted as Cayman Islands legal advisers to Vipshop Holdings Limited (the “ 1 Documents Reviewed For the purposes of this opinion we have reviewed originals,] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 FIRM/AFFILIATE OFFICES _____ BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON _____ BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY _____ TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com] [February 17, 2012 To: Vipshop Holdings Limited No. 20 Huahai Street Fang Village Liwan District Guangzhou 510370, PRC 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 and Assumptions] [EMPLOYMENT AGREEMENT Agreement” Effective Date Company Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive as its 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 as its during the term of Employment and] [Loan Contract Contract No.: 2011 Dong Zi No. 1011570043 x Lender: China Merchants Bank Co., Ltd, Shenzhen Keyuan Sub-Branch Main Person in Charge: Xiaolei SUN Borrower: Guangzhou Vipshop Computer Service Co., Ltd Legal Representative/Main Person in Charge: Eric Ya SHEN Party B applies for a working capital loan from Party A due to business needs. Upon examination, Party A agrees] [Loan Contract Contract No.: 2011 Dong Zi No. 1011570049 x Lender: China Merchants Bank Co., Ltd, Shenzhen Keyuan Sub-Branch Main Person in Charge: Xiaolei SUN Borrower: Guangzhou Vipshop Computer Service Co., Ltd Legal Representative/Main Person in Charge: Eric Ya SHEN Party B applies for a working capital loan from Party A due to business needs. Upon examination, Party A agrees] [Amended and Restated Exclusive Business Cooperation Agreement this Agreement China PRC This Amended and Restated Exclusive Business Cooperation Agreement (“ Party A: Guangzhou Vipshop Computer Service Co., Ltd, Party B: Guangzhou Vipshop Information Technology Co., Ltd., Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively. Whereas, 1. Party] [Amended and Restated Equity Interest Pledge Agreement this Agreement China This Amended and Restated Equity Interest Pledge Agreement (“ Party A: Guangzhou Vipshop Computer Service 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 No.:] [Amended and Restated Exclusive Option Agreement this Agreement China This Amended and Restated Exclusive Option Agreement (“ Party A: Shen Ya, Party B: Hong Xiaobo, Party C: Xu Yu, Party D: Wu Bin, Party E: Peng Xing, Party F: Guangzhou Vipshop Computer Service Co., Ltd, Party G: Guangzhou Vipshop Information Technology Co., Ltd. Shareholders Party Parties In this Agreement, Party] [Power of Attorney Vipshop My Shareholding Guangzhou Vipshop Computer Service Co., Ltd WFOE I, Wu Bin, a Chinese citizen with Chinese Identification Card No.: , and a holder of 11.6% 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] [Exclusive Purchase Framework Agreement Party A: Guangzhou Vipshop Computer Service Co., Ltd Party B: Guangzhou Vipshop Information Technology Co., Ltd Contract No.: 1 Exclusive Purchase Framework Agreement BETWEEN: Party A: Address: Tel: Fax: Attn: AND Party B: Address: Tel: Fax: Attn: Guangzhou, China , 2011 Scope of Application Background for the Signing of this Agreement A. Party A, a wholly] [FORM INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , by and between Vipshop Holdings Limited, 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] [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 Affiliated Entities: Guangzhou Vipshop Information Technology Co., Ltd. PRC Consolidated affiliated entity] [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 17, 2012 related to the consolidated financial statements of Vipshop Holdings Limited as of December 31, 2009, 2010 and 2011, 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 October 13, 2011 Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The People’s Republic of China Vipshop Holdings Limited Re: Ladies] [December 7, 2011 Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.6 20 d211818dex236.htm CONSENT OF NANYAN ZHENG] [December 1, 2011 Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.7 21 d211818dex237.htm CONSENT OF KATHLEEN CHIEN] [Vipshop Holdings Limited Code of Business Conduct and Ethics Purpose Code This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • • • prompt internal reporting of violations of] [February 17, 2012 To: Vipshop Holdings Limited No. 20 Huahai Street Fang Village Liwan District Guangzhou 510370, PRC 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 and Assumptions]

By | 2016-03-13T00:12:30+00:00 February 17th, 2012|Categories: Chinese Stocks, VIPS, Webplus ver|Tags: , , , , , |0 Comments
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XNET [Xunlei] F-1: (Original Filing)

[FORM F-1 REGISTRATION STATEMENT XUNLEI LIMITED Not Applicable Cayman Islands (State or other jurisdiction of 7370 (Primary Standard Industrial Not Applicable (I.R.S. Employer 7/F, Building 11, Shenzhen Software Park II Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. James C. Lin, Esq.] [Company No.: CR-144719 FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND THIRD AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF XUNLEI LIMITED 迅雷有限公司 Adopted by Special Resolution passed on April 14, 2011 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2010 Revision) Company Limited by Shares FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF XUNLEI LIMITED 迅雷有限公司 (Adopted by special resolution] [XUNLEI LIMITED Number Class [A/B] Common Share( s) - [no. of shares] - Incorporated under the laws of the Cayman Islands Share capital is US$ 110,000 divided into 400,000,000 (i) Class A Common Shares US$ of a par value of 0.00025 each and 40,000,000 (ii) Class B Common Shares US$ of a par value of 0.00025 each [name of shareholder]] [Execution Version XUNLEI LIMITED FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Agreement Company THIS FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “ 千兆科技 ( 深圳 ) 有限公司 PRC Subsidiary Schedule A Subsidiaries Founders Founder Series A Investors Series A Investor Series A-1 Investor 2005 Investors Series B Investors Series B Investor Series C Investor Investors Investor Group Companies Group Company ),] [Execution Version XUNLEI LIMITED SERIES C PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement THIS SERIES C PREFERRED SHARE SUBSCRIPTION AGREEMENT (the “ , 2011 by and among Xunlei Limited , Company an exempted limited liability company organized under the laws of the Cayman Islands (the “ CRP Holdings Limited Investor Investors Schedule A Subsidiaries Group Companies Group Company (each an “ RECITALS] [FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS] [LEGAL OPINION To: XUNLEI LIMITED 7-8/F, Building 11, Shenzhen Software Park Kejizhong Second Road, Nanshan District Shenzhen 518057 People’s Republic of China June 8, 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Offering ADSs Common Shares Offered Securities” Registration Statement SEC We act as the PRC counsel to] [GIGANOLOGY LIMITED 2010 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Giganology Limited 2010 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan or an Award Agreement, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the] [FORM INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS 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] [EMPLOYMENT AGREEMENT Agreement” Effective Date Company Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive as its 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 as its during the term of Employment and] [Business Operation Agreement This BUSINESS OPERATION AGREEMENT (this “Agreement”), dated November 15, 2006, is made in Shenzhen by and between: Party A: Giganology (Shenzhen) Ltd. Legal Address: 11 th Floor, Shuguang Plaza, South District of High-tech Park, Nanshan District, Shenzhen, Guangdong, PRC; And Party B: Shenzhen Xunlei Networking Technologies Co., Ltd. Legal Address: 11 th Floor East, Shuguang Plaza, Ke] [Equity Pledge Contract This EQUITY PLEDGE CONTRACT (this “Contract”), dated November 15, 2006, is made in Shenzhen by and between: (1) Zou Shenglong (“Party A”), PRC resident ID number ####, with home address located at Room 18C, No. 29 Tower, Mei Lin Yi Cun, Futian District, Shenzhen, Guangdong, PRC; (2) Cheng Hao (“Party B”), PRC resident ID number ####, with] [Power of Attorney Zou Shenglong, as a shareholder of Shenzhen Xunlei Networking Technologies Co., Ltd. (“Shenzhen Xunlei”), holds 76% equity interest in Shenzhen Xunlei in total. I, Zou Shenglong, agree to assign all of the rights I have as the shareholder of 76% equity interests in Shenzhen Xunlei to Giganology (Shenzhen) Ltd. (“Giganology”), and hereby irrevocably grant the following rights] [Power of Attorney Cheng Hao, as a shareholder of Shenzhen Xunlei Networking Technologies Co., Ltd. (“Shenzhen Xunlei”), holds 8.3% equity interest in Shenzhen Xunlei in total. I, Cheng Hao, agree to assign all of the rights I have as the shareholder of 8.3% equity interests in Shenzhen Xunlei to Giganology (Shenzhen) Ltd. (“Giganology”), and hereby irrevocably grant the following rights] [Power of Attorney Wang Fang, as a shareholder of Shenzhen Xunlei Networking Technologies Co., Ltd. (“Shenzhen Xunlei”), holds 0.7% equity interest in Shenzhen Xunlei in total. I, Wang Fang, agree to assign all of the rights I have as the shareholder of 0.7% equity interests in Shenzhen Xunlei to Giganology (Shenzhen) Ltd. (“Giganology”), and hereby irrevocably grant the following rights] [Power of Attorney Shi Jianming, as a shareholder of Shenzhen Xunlei Networking Technologies Co., Ltd. (“Shenzhen Xunlei”), holds 8.3% equity interest in Shenzhen Xunlei in total. I, Shi Jianming, agree to assign all of the rights I have as the shareholder of 8.3% equity interests in Shenzhen Xunlei to Giganology (Shenzhen) Ltd. (“Giganology”), and hereby irrevocably grant the following rights] [Power of Attorney Guangzhou Shulian Information Investment Co., Ltd., as a shareholder of Shenzhen Xunlei Networking Technologies Co., Ltd. (“Shenzhen Xunlei”), holds 6.7% equity interest in Shenzhen Xunlei in total. We, Guangzhou Shulian Information Investment Co., Ltd., agree to assign all of the rights we have as the shareholder of 6.7% equity interests in Shenzhen Xunlei to Giganology (Shenzhen) Ltd.] [Exclusive Technical Support and Services Agreement This EXCLUSIVE TECHNICAL SUPPORT AND SERVICES AGREEMENT (this “Agreement”), dated September 16, 2005, is made in Shenzhen by and between: Party A: Giganology (Shenzhen) Ltd. And Party B: Shenzhen Xunlei Networking Technologies Co., Ltd. (Collectively, the “Parties”) WHEREAS Party A is a duly registered and established wholly foreign owned enterprise, owning strong technical development] [Exclusive Technology Consulting and Training Agreement This EXCLUSIVE TECHNICAL CONSULTING AND TRAINING AGREEMENT (this “Agreement”), dated September 16, 2005, is made in Shenzhen by and between: Party A: Giganology (Shenzhen) Ltd. And Party B: Shenzhen Xunlei Networking Technologies Co., Ltd. (Collectively, the “Parties”) WHEREAS: Party A is a duly registered and formed wholly foreign owned enterprise, with strong strength and] [Software and Proprietary Technology License Contract This SOFTWARE AND PROPRIETARY TECHNOLOGY LICENSE CONTRACT (this “Contract”) dated November 15, 2006, is made in Shenzhen by and between: (1) Giganology (Shenzhen) Ltd. , a wholly foreign owned enterprise established under laws of the PRC, with registered address located at 11th Floor, Shuguang Plaza, South District of High-tech Park, Nanshan District, Shenzhen, Guangdong,] [Trademark and Domain Name Purchase Option Agreement This TRADEMARK AND DOMAIN NAME PURCHASE OPTION AGREEMENT (this “Agreement”), dated November 15, 2006, is made in Shenzhen by and between: Party A: Shenzhen Xunlei Networking Technologies Co., Ltd. Legal Address: 11 th Floor East, Shuguang Plaza, Ke Ji Nan Shi Er Road, Nanshan District, Shenzhen, Guangdong, PRC; And Party B: Giganology (Shenzhen)] [Equity Interests Disposal Agreement This EQUITY INTERESTS DISPOSAL AGREEMENT (this “Agreement”), dated November 15, 2006, is made in Shenzhen by and among: Party A: Giganology (Shenzhen) Ltd. Legal Address: 11 th Floor, Shuguang Plaza, South District of High-tech Park, Nanshan District, Shenzhen, Guangdong, PRC; And Party B: (1) Zou Shenglong , PRC resident ID number ####, with home address located] [Loan Agreement Agreement This LOAN AGREEMENT (this “ (1) PRC Zou Shenglong, a resident of the People’s Republic of China (the “ (2) Cheng Hao, a PRC resident with ID No. ####; (3) Wang Fang, a PRC resident with ID No. ####; (4) Shi Jianming, a PRC resident with ID No. ####; (5) Guangzhou Shulian Information Investment Co., Ltd., a] [Loan Agreement Agreement This LOAN AGREEMENT (this “ (1) PRC Borrower Zou Shenglong, a resident of the People’s Republic of China (the “ (2) Giganology (Shenzhen) Ltd., a wholly foreign owned enterprise established under laws of the PRC, with registered address at 11 th Lender Floor, Shuguang Plaza, South District of High-tech Park, Nanshan District, Shenzhen, Guangdong, PRC. (the “] [Place of Incorporation Subsidiaries Xunlei Network Technologies Limited BVI Xunlei Network Technologies Limited HK Giganology (Shenzhen) Ltd. PRC Variable Interest Entity Shenzhen Xunlei Networking Technologies Co., Ltd. PRC 1 EX-21.1 25 a2202187zex-21_1.htm EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of our report dated May 16, 2011, except for Notes 21 and 23, which are as of June 8, 2011, relating to the financial statements of Xunlei Limited (formerly known as “Giganology Limited”), which appears in such Registration Statement. We] [Consent of iResearch Consulting Group March 25 , 2011 Xunlei Limited 7/F, Building 11, Shenzhen Software Park II Shenzhen High-Tech Park, Shenzhen 518057 People’s Republic of China Ladies and Gentlemen: Registration Statement Company SEC iResearch Consulting Group hereby consents to references to its name in the registration statement on Form F-1 (together with any amendments thereto, the “ SEC Filings] [April 14, 2011 Xunlei Limited 7/F, Building 11, Shenzhen Software Park II Shenzhen High-Tech Park, Shenzhen 518057 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.6 28 a2202187zex-23_6.htm EX-23.6] [April 28, 2011 Xunlei Limited 7/F, Building 11, Shenzhen Software Park II Shenzhen High-Tech Park, Shenzhen 518057 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.7 29 a2202187zex-23_7.htm EX-23.7] [XUNLEI LIMITED Code of Business Conduct and Ethics I. PURPOSE This Code is designed to deter wrongdoing and to promote: · honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; · · · prompt internal reporting of violations of the Code; and · accountability for adherence to the Code.] [LEGAL OPINION To: XUNLEI LIMITED 7-8/F, Building 11, Shenzhen Software Park Kejizhong Second Road, Nanshan District Shenzhen 518057 People’s Republic of China June 8, 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Offering ADSs Common Shares Offered Securities” Registration Statement SEC We act as the PRC counsel to]

By | 2016-04-03T09:23:36+00:00 June 8th, 2011|Categories: Chinese Stocks, SEC Original, XNET|Tags: , , , , , |0 Comments
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XUE [Xueda Education] F-1: (Original Filing)

[FORM F-1 REGISTRATION STATEMENT Xueda Education Group Cayman Islands 8200 Not Applicable A-4 Xibahe Beili Law Debenture Corporate Services Inc. (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copies to: Leiming Chen Howard Zhang Approximate date of commencement of proposed sale to the public: o o o o CALCULATION OF REGISTRATION FEE Title of Each Class] [25 May 2011 Our Ref: DW/JL/C-4049-H04937 Xueda Education Group A-4 Xibahe Beili, Chaoyang District Beijing 100028 P.R. China Dear Sirs XUEDA EDUCATION GROUP We have acted as Cayman Islands legal advisers to Xueda Education Group Company Registration Statement (the “ Ordinary Shares relating to the offering by the Company of American Depositary Shares representing the Company’s Ordinary Shares of a] [May 25, 2010 Xueda Education Group A-4 Xibahe Beili Chaoyang District People’s Republic of China Ladies and Gentlemen: relating to the registration of shares of the Company’s ordinary shares, par value US$0.0 00 1 per share, which will be represented by American depositary shares evidenced by American depositary receipts. We have examined the Registration Statement. In addition, we have examined,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated May 23, 2011 relating to the consolidated financial statements of Xueda Education Group as of December 31, 2009 and 2010 and for each of the three years in the period ended December 31, 2010, appearing in the] [25 May 2011 Mr. Jeffery Gao Chief Financial Officer Xueda Education Group No. 4, Xibahe Beili, Chaoyang District, Beijing, 100028, P.R.C. Subject: WRITTEN CONSENT TO REFERENCE MARSH FINANCIAL ADVISORY SERVICES LIMITED VALUATION IN F-1 FILING OF XUEDA EDUCATION GROUP Dear Mr. Gao: Yours faithfully, Marsh Financial Advisory Services Limited EX-23.4 5 a2204321zex-23_4.htm EX-23.4] [Xueda Education Group A-4 Xibahe Beili Chaoyang District Beijing 100028 People’s Republic of China Content Permission Form IDC grants Xueda Education Group permission to disclose the following information in any documents used in relation to the proposed public offering by certain pre-IPO shareholders of ordinary shares of Xueda Education Group in the form of American depositary shares: 1. As of] [[LETTERHEAD OF EUROMONITOR INTERNATIONAL] May 25, 2011 The Directors Xueda Education Group A-4 Xibahe Beili Chaoyang District Beijing 100028 People’s Republic of China Dear Sirs Xueda Education Group (the “Company”) Euromonitor Form F-1 SEC We, Euromonitor International (“ · “According to Euromonitor, as of July 2010, the total private spending on education in China amounted to RMB408 billion in 2004] [May 25, 2011 Xueda Education Group A-4 Xibahe Beili, Chaoyang District Beijing 100028 People’s Republic of China Dear Sirs, PRC We are qualified lawyers of the People’s Republic of China (the “ Company Registration Statement SEC Securities Act ADSs Ordinary Shares Offered Securities We have acted as PRC counsel for Xueda Education Group, a company incorporated under the laws of]

By | 2016-03-18T11:26:16+00:00 May 25th, 2011|Categories: Chinese Stocks, SEC Original, XUE|Tags: , , , , , |0 Comments
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