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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TAOM [Taomee] F-1: (Original Filing)

[SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS, DATED , 2011 American Depositary Shares Taomee Holdings Limited Representing Ordinary Shares This is an initial public offering of our American depository shares, or ADSs. We are offering ADSs. Each ADS represents ordinary share[s], par value US$0.00002 per share. The underwriters have an option to purchase up to additional ADSs from us at the initial] [Company No.: 217775 SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Taomee Holdings Limited 淘米控股有限公司 (Adopted by Special Resolution passed on February 14, 2011) INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2010 Revision) Company Limited by Shares SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Taomee Holdings Limited (Adopted by Special Resolution passed on February 14, 2011)] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TAOMEE HOLDINGS LIMITED — (adopted by a Special Resolution passed on [ immediately upon completion of the Company’s initial public offering of ordinary shares represented by American Depositary Shares) THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN] [Dated May 6, 2009 SHAREHOLDERS AGREEMENT Concerning Taomee Holdings Limited (a company incorporated in the Cayman Islands with limited liability) LL RIGHT AW FFICES A Hong Kong Plaza 28th Floor 283 Huaihai Middle Road, Luwan District Shanghai, P. R. China 200021 Telephone: (86 21) 2326-1888; Facsimile: (86 21) 2326-1999 Website: www.allbrightlaw.com INDEX 1. BOARD OF DIRECTORS 3 2. DIVIDENDS 4] [Our ref RDS\661280\4280263v4 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Taomee Holdings Limited 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233 People’s Republic of China 18 May 2011 Dear Sirs Taomee Holdings Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Taomee Holdings Limited (the “ 1 Documents Reviewed For] [Taomee Holdings Limited 16/F, Building No. A-2 No. 1528 Gumei Road, Xuhui District Shanghai 200233 People’s Republic of China Re: Company American Depositary Shares of Taomee Holdings Limited (the “ Ladies and Gentlemen: ADSs Shares Registration Statement Act Commission In connection with the public offering on the date hereof of American Depositary Shares (“ The facts, as we understand them,] [To: Taomee Holdings Limited 16/F, Building No. A-2 No. 1528 Gumei Road, Xuhui District Shanghai 200233 People’s Republic of China Re: Tax Matters in connetion with the Listing of Taomee Holdings Limited May 18, 2011 Dear Sirs, PRC PRC Laws We are qualified lawyers of the People’s Republic of China (the “ Company We are acting as the PRC counsel] [To: Taomee Holdings Limited 16/F, Building No. A-2 No. 1528 Gumei Road, Xuhui District Shanghai 200233 People’s Republic of China Re: the Listing of Taomee Holdings Limited May 18, 2011 Dear Sirs, PRC PRC Laws We are qualified lawyers of the People’s Republic of China (the “ Company Listing We are acting as the PRC counsel for Taomee Holdings Limited] [TAOMEE HOLDINGS LIMITED 2009 STOCK OPTION PLAN Purposes of the Plan 1. Definitions 2. Administrator (a) “ Affiliate Associate (b) “ (c) “ Assumed (d) “ Award (e) “ Award Agreement (f) “ Board (g) “ Cause (h) “ 1 Change in Control (i) “ (ii) a change in the composition of the Board over a period of twelve (12)] [TAOMEE HOLDINGS LIMITED 2010 SHARE INCENTIVE PLAN ARTICLE 1. PURPOSE Plan Company The purpose of the Taomee Holdings Limited 2010 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] [INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is entered into as of RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to] [EMPLOYMENT AGREEMENT Agreement” Column A Company Column B Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the] [Loan Agreement between Shanghai Shengran Information Technology Co., Ltd. and Zeng Liqing, Wang Bin, Wang Haibing, Cheng Yunpeng, Wei Zhen Signed on June 12, 2009 in Shanghai 1 Loan Agreement this Agreement THIS LOAN AGREEMENT ( Shanghai Shengran Information Technology Co., Ltd. And Zeng Liqing, Wang Haibing, Wei Zhen Cheng Yunpeng Wang Bin, Zeng Liqing, Wang Haibing, Wei Zhen, Cheng] [Proxy Agreement Among Zeng Liqing, Wang Bin, Wang Haibing, Cheng Yunpeng, Wei Zhen and Feng Yuliang Shanghai Shengran Information Technology Co., Ltd. and Shanghai Taomee Network Technology Co., Ltd. December 31, 2009, Shanghai 1 Proxy Agreement THIS PROXY AGREEMENT (“this Agreement”) was entered into by and among the following parties on December 31, 2009: (1) Zeng Liqing, ID card No.] [Option Agreement between Shanghai Shengran Information Technology Co., Ltd. And Zeng Liqing, Wang Bin, Wang Haibing, Cheng Yunpeng, Wei Zhen and Feng Yuliang Signed on December 31, 2009 in Shanghai 1 Option Agreement this Agreement THIS OPTION AGREEMENT (“ Shanghai Shengran Information Technology Co., Ltd. And Zeng Liqing, ID Card No.: 610113197001232130 Wang Haibing, ID Card No.: 342623198009143416 Wei Zhen,] [Business Operation Agreement Among Shanghai Shengran Information Technology Co., Ltd. Shanghai Taomee Network Technology Co., Ltd. And Zeng Liqing, Wang Bin, Wang Haibing, Cheng Yunpeng, Wei Zhen and Feng Yuliang December 31, 2009, Shanghai 1 Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT (“this Agreement”) was entered into by and among the following parties (the “Parties”) in Shanghai, PRC on December] [Commercial Cooperation Agreement Party A: Shanghai Shengran Information Technology Co., Ltd. Party B: Shanghai Taomee Network Technology Co., Ltd. WHEREAS: 1. Party A, a wholly foreign-owned limited liability company legally registered and operating within the territory of China, mainly engages in computer software development, design and production, network technology development and design, sales of self-produced products, and providing relevant technical] [Equity Interest Pledge Agreement Among Zeng Liqing, Wang Bin, Wang Haibing, Cheng Yunpeng, Wei Zhen, Feng Yuliang Shanghai Shengran Information Technology Co., Ltd. and Shanghai Taomee Network Technology Co., Ltd. March 17, 2010, Shanghai 1 Equity Interest Pledge Agreement Agreement Parties THIS EQUITY INTEREST PLEDGE AGREEMENT (the “ Pledgee: Pledgee Shanghai Shengran Information Technology Co., Ltd. (hereinafter referred to as] [Shenzhen Ruigao Information Technology Co., Ltd. Equity Investment Agreement Party A: Shenzhen Decent Investment Limited Shanghai Taomee Network Technology Co., Ltd. Qiu Weimin Party B: Wang Sheng Article 1 Equity Structure 1. Both parties shall hold 70% (hereinafter referred to as the “Contributed Equity”) of total equity of the Invested Company in the form of cash contribution, and the specific] [Joint Operation Agreement for Dandantang Game Zone THIS JOINT OPERATION AGREEMENT for DANDANTANG GAME ZONE (“this Agreement”) was entered into by and between the following two parties on September 9, 2010. Parties hereto: Party A: Shanghai Taomee Network Technology Co., Ltd. Address: 16/F, Building No. A-2, 1528 Gumei Road, Xuhui District, Shanghai Party B: 7th Road Technology Co., Ltd. Address:] [Building Lease Contract THIS BUILDING LEASE CONTRACT (“this Contract”) is entered into in Shanghai, the People’s Republic of China (hereinafter referred to as “China”) by and between: Lessor (Party A): Shanghai Caohejing Development Zone Hi-tech Park Development Co., Ltd. Address: No. 900, Yishan Road, Shanghai, China Legal representative: Chen Qingzhou Postal code: 200233 Tel.: (86) (21) 64850000 Fax: (86) (21)] [Building Lease Contract THIS BUILDING LEASE CONTRACT (“this Contract”) is entered into in Shanghai, the People’s Republic of China (hereinafter referred to as “China”) by and between: Lessor (Party A): Shanghai Caohejing Development Zone Hi-tech Park Development Co., Ltd. Address: No. 900, Yishan Road, Shanghai, China Legal representative: Chen Qingzhou Postal code: 200233 Tel.: (86) (21) 64850000 Fax: (86) (21)] [Building Lease Contract THIS BUILDING LEASE CONTRACT (“this Contract”) is entered into in Shanghai, the People’s Republic of China (hereinafter referred to as “China”) by and between: Lessor (Party A): Shanghai Caohejing Development Zone Hi-tech Park Development Co., Ltd. Address: No. 900, Yishan Road, Shanghai, China Legal representative: Chen Qingzhou Postal code: 200233 Tel.: (86) (21) 64850000 Fax: (86) (21)] [Nationwide Exclusive Agency Agreement for Mole’s World Prepaid Cards Party A: Shanghai Taomee Network Technology Co., Ltd. Address: Rome 1008-1009, Building 20, Gem Tower, 487 Tianlin Road, Shanghai Tel: 021- 60901055 Fax: 021- 33674012 Postal Code: Party B: Guangzhou New Fanlian Digital Technology Co., Ltd. Address: 20/F, Fengwei Building, No. 108, Shiyouxin Road, Guangzhou Tel: 020-22372999 Fax: 020-22372999 – 807] [Agency Sales Cooperation Agreement for Taomee Internet Physical Cards (Guangdong and Hainan) AGENCY SALES COOPERATION AGREEMENT FOR TAOMEE INTERNET PHYSICAL CARDS Agreement THIS Party A: Shanghai Taomee Network Technology Co., Ltd. Address: 24/F, Building 20, Gem Tower, 487, Tianlin Road, Xuhui District, Shanghai, Zip code: 200233 Tel.: 021-61280056 Fax: 021-33674311 Bank A/C No.: 3100 1613 4020 5000 7213 Opening bank:] [Agency Sales Cooperation Agreement for Taomee Internet Physical Cards (Hunan) AGENCY SALES COOPERATION AGREEMENT FOR TAOMEE INTERNET PHYSICAL CARDS Agreement THIS Party A: Shanghai Taomee Network Technology Co., Ltd. Address: 24/F, Building 20, Gem Tower, 487, Tianlin Road, Xuhui District, Shanghai, Zip code: 200233 Tel.: 021-61280056 Fax: 021-33674311 Bank A/C No.: 3100 1613 4020 5000 7213 Opening bank: China Construction] [Agency Sales Cooperation Agreement for Taomee Internet Virtual Cards THIS AGENCY SALES COOPERATION AGREEMENT FOR TAOMEE INTERNET VIRTUAL CARDS (hereinafter referred to as “this Agreement”) is entered into in Shanghai on December 20, 2009 by and between: Party A: Shanghai Taomee Network Technology Co., Ltd. Address: 24/F, Building 20, Gem Tower, 487 Tianlin Road, Xuhui District, Shanghai Zip Code: 200233] [TAOMEE HOLDINGS LIMITED DIRECTOR AGREEMENT Agreement Company Director This Director Agreement (the “ I. SERVICES Board of Directors Board “Effective Date” Expiration Date Articles 1.1 Director Services Director Services 1.2 II. COMPENSATION Expense Reimbursement 2.1 Fees to Director 2.2 Share Option Plan Option Option Agreement 2.3 Director and Officer Liability Insurance 2.4 III. DUTIES OF DIRECTOR Fiduciary Duties 3.1 Confidentiality] [EXECUTION VERSION REGISTRATION RIGHTS ADDENDUM Addendum Company Transferee THIS REGISTRATION RIGHTS ADDENDUM (this “ RECITALS Schedule A SPA WHEREAS, the Persons (as defined below) set forth in Shareholders Agreement Board WHEREAS, the Company believes it is in its best interest to grant the Transferee a right to designate an observer to the board of directors of the Company (the “] [List of Subsidiaries of Taomee Holdings Limited Beneficially Owned Subsidiaries Name of Company Jurisdiction of Percentage of 1. Taomee Holdings (HK) Limited Hong Kong 100 % 2. Shanghai Shengran Information Technology Co., Ltd. PRC 100 % Name of Company Jurisdiction of 1. Shanghai Taomee Network Technology Co., Ltd. PRC 2.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated April 27, 2011, relating to the consolidated combined financial statements and financial statement schedule of Taomee Holdings Limited and its subsidiaries and variable interest entities, appearing in the Prospectus, which is part of this Registration Statement. We] [iResearch Consulting Group January 7, 2011 To: Taomee Holdings Limited 16/F, Building No. A-2 No. 1528 Gumei Road, Xuhui District Shanghai 200233, People’s Republic of China Tel: (86-21) 6128-0056 Attention: Tiffany Qiang Dear Ms. Qiang: iResearch Consulting Group [seal: iResearch Consulting Group] EX-23.5 32 dex235.htm CONSENT OF IRESEARCH CONSULTING GROUP] [February 15, 2011 Taomee Holdings Limited 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.6 33 dex236.htm CONSENT OF QI JI, AN INDEPENDENT DIRECTOR APPOINTEE] [February 15, 2011 Taomee Holdings Limited 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.7 34 dex237.htm CONSENT OF SHENGWEN RONG, AN INDEPENDENT DIRECTOR APPOINTEE] [Code Code of Business Conduct and Ethics INTRODUCTION Purpose Company This Code contains general guidelines for conducting the business of Taomee Holdings Limited and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “ Company employees employees principal financial officers This Code applies to all of the directors, officers and employees of the Company. We]

By | 2016-03-12T14:57:12+00:00 May 18th, 2011|Categories: Chinese Stocks, SEC Original, TAOM|Tags: , , , , , |0 Comments
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TAOM [Taomee] F-1: SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS, DATED , 2011

[SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS, DATED , 2011 American Depositary Shares Taomee Holdings Limited Representing Ordinary Shares This is an initial public offering of our American depository shares, or ADSs. We are offering ADSs. Each ADS represents ordinary share[s], par value US$0.00002 per share. The underwriters have an option to purchase up to additional ADSs from us at the initial] [Company No.: 217775 SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Taomee Holdings Limited 淘米控股有限公司 (Adopted by Special Resolution passed on February 14, 2011) INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2010 Revision) Company Limited by Shares SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Taomee Holdings Limited (Adopted by Special Resolution passed on February 14, 2011)] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TAOMEE HOLDINGS LIMITED — (adopted by a Special Resolution passed on [ immediately upon completion of the Company’s initial public offering of ordinary shares represented by American Depositary Shares) THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN] [Dated May 6, 2009 SHAREHOLDERS AGREEMENT Concerning Taomee Holdings Limited (a company incorporated in the Cayman Islands with limited liability) LL RIGHT AW FFICES A Hong Kong Plaza 28th Floor 283 Huaihai Middle Road, Luwan District Shanghai, P. R. China 200021 Telephone: (86 21) 2326-1888; Facsimile: (86 21) 2326-1999 Website: www.allbrightlaw.com INDEX 1. BOARD OF DIRECTORS 3 2. DIVIDENDS 4] [Our ref RDS\661280\4280263v4 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Taomee Holdings Limited 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233 People’s Republic of China 18 May 2011 Dear Sirs Taomee Holdings Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Taomee Holdings Limited (the “ 1 Documents Reviewed For] [Taomee Holdings Limited 16/F, Building No. A-2 No. 1528 Gumei Road, Xuhui District Shanghai 200233 People’s Republic of China Re: Company American Depositary Shares of Taomee Holdings Limited (the “ Ladies and Gentlemen: ADSs Shares Registration Statement Act Commission In connection with the public offering on the date hereof of American Depositary Shares (“ The facts, as we understand them,] [To: Taomee Holdings Limited 16/F, Building No. A-2 No. 1528 Gumei Road, Xuhui District Shanghai 200233 People’s Republic of China Re: Tax Matters in connetion with the Listing of Taomee Holdings Limited May 18, 2011 Dear Sirs, PRC PRC Laws We are qualified lawyers of the People’s Republic of China (the “ Company We are acting as the PRC counsel] [To: Taomee Holdings Limited 16/F, Building No. A-2 No. 1528 Gumei Road, Xuhui District Shanghai 200233 People’s Republic of China Re: the Listing of Taomee Holdings Limited May 18, 2011 Dear Sirs, PRC PRC Laws We are qualified lawyers of the People’s Republic of China (the “ Company Listing We are acting as the PRC counsel for Taomee Holdings Limited] [TAOMEE HOLDINGS LIMITED 2009 STOCK OPTION PLAN Purposes of the Plan 1. Definitions 2. Administrator (a) “ Affiliate Associate (b) “ (c) “ Assumed (d) “ Award (e) “ Award Agreement (f) “ Board (g) “ Cause (h) “ 1 Change in Control (i) “ (ii) a change in the composition of the Board over a period of twelve (12)] [TAOMEE HOLDINGS LIMITED 2010 SHARE INCENTIVE PLAN ARTICLE 1. PURPOSE Plan Company The purpose of the Taomee Holdings Limited 2010 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] [INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is entered into as of RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to] [EMPLOYMENT AGREEMENT Agreement” Column A Company Column B Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the] [Loan Agreement between Shanghai Shengran Information Technology Co., Ltd. and Zeng Liqing, Wang Bin, Wang Haibing, Cheng Yunpeng, Wei Zhen Signed on June 12, 2009 in Shanghai 1 Loan Agreement this Agreement THIS LOAN AGREEMENT ( Shanghai Shengran Information Technology Co., Ltd. And Zeng Liqing, Wang Haibing, Wei Zhen Cheng Yunpeng Wang Bin, Zeng Liqing, Wang Haibing, Wei Zhen, Cheng] [Proxy Agreement Among Zeng Liqing, Wang Bin, Wang Haibing, Cheng Yunpeng, Wei Zhen and Feng Yuliang Shanghai Shengran Information Technology Co., Ltd. and Shanghai Taomee Network Technology Co., Ltd. December 31, 2009, Shanghai 1 Proxy Agreement THIS PROXY AGREEMENT (“this Agreement”) was entered into by and among the following parties on December 31, 2009: (1) Zeng Liqing, ID card No.] [Option Agreement between Shanghai Shengran Information Technology Co., Ltd. And Zeng Liqing, Wang Bin, Wang Haibing, Cheng Yunpeng, Wei Zhen and Feng Yuliang Signed on December 31, 2009 in Shanghai 1 Option Agreement this Agreement THIS OPTION AGREEMENT (“ Shanghai Shengran Information Technology Co., Ltd. And Zeng Liqing, ID Card No.: 610113197001232130 Wang Haibing, ID Card No.: 342623198009143416 Wei Zhen,] [Business Operation Agreement Among Shanghai Shengran Information Technology Co., Ltd. Shanghai Taomee Network Technology Co., Ltd. And Zeng Liqing, Wang Bin, Wang Haibing, Cheng Yunpeng, Wei Zhen and Feng Yuliang December 31, 2009, Shanghai 1 Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT (“this Agreement”) was entered into by and among the following parties (the “Parties”) in Shanghai, PRC on December] [Commercial Cooperation Agreement Party A: Shanghai Shengran Information Technology Co., Ltd. Party B: Shanghai Taomee Network Technology Co., Ltd. WHEREAS: 1. Party A, a wholly foreign-owned limited liability company legally registered and operating within the territory of China, mainly engages in computer software development, design and production, network technology development and design, sales of self-produced products, and providing relevant technical] [Equity Interest Pledge Agreement Among Zeng Liqing, Wang Bin, Wang Haibing, Cheng Yunpeng, Wei Zhen, Feng Yuliang Shanghai Shengran Information Technology Co., Ltd. and Shanghai Taomee Network Technology Co., Ltd. March 17, 2010, Shanghai 1 Equity Interest Pledge Agreement Agreement Parties THIS EQUITY INTEREST PLEDGE AGREEMENT (the “ Pledgee: Pledgee Shanghai Shengran Information Technology Co., Ltd. (hereinafter referred to as] [Shenzhen Ruigao Information Technology Co., Ltd. Equity Investment Agreement Party A: Shenzhen Decent Investment Limited Shanghai Taomee Network Technology Co., Ltd. Qiu Weimin Party B: Wang Sheng Article 1 Equity Structure 1. Both parties shall hold 70% (hereinafter referred to as the “Contributed Equity”) of total equity of the Invested Company in the form of cash contribution, and the specific] [Joint Operation Agreement for Dandantang Game Zone THIS JOINT OPERATION AGREEMENT for DANDANTANG GAME ZONE (“this Agreement”) was entered into by and between the following two parties on September 9, 2010. Parties hereto: Party A: Shanghai Taomee Network Technology Co., Ltd. Address: 16/F, Building No. A-2, 1528 Gumei Road, Xuhui District, Shanghai Party B: 7th Road Technology Co., Ltd. Address:] [Building Lease Contract THIS BUILDING LEASE CONTRACT (“this Contract”) is entered into in Shanghai, the People’s Republic of China (hereinafter referred to as “China”) by and between: Lessor (Party A): Shanghai Caohejing Development Zone Hi-tech Park Development Co., Ltd. Address: No. 900, Yishan Road, Shanghai, China Legal representative: Chen Qingzhou Postal code: 200233 Tel.: (86) (21) 64850000 Fax: (86) (21)] [Building Lease Contract THIS BUILDING LEASE CONTRACT (“this Contract”) is entered into in Shanghai, the People’s Republic of China (hereinafter referred to as “China”) by and between: Lessor (Party A): Shanghai Caohejing Development Zone Hi-tech Park Development Co., Ltd. Address: No. 900, Yishan Road, Shanghai, China Legal representative: Chen Qingzhou Postal code: 200233 Tel.: (86) (21) 64850000 Fax: (86) (21)] [Building Lease Contract THIS BUILDING LEASE CONTRACT (“this Contract”) is entered into in Shanghai, the People’s Republic of China (hereinafter referred to as “China”) by and between: Lessor (Party A): Shanghai Caohejing Development Zone Hi-tech Park Development Co., Ltd. Address: No. 900, Yishan Road, Shanghai, China Legal representative: Chen Qingzhou Postal code: 200233 Tel.: (86) (21) 64850000 Fax: (86) (21)] [Nationwide Exclusive Agency Agreement for Mole’s World Prepaid Cards Party A: Shanghai Taomee Network Technology Co., Ltd. Address: Rome 1008-1009, Building 20, Gem Tower, 487 Tianlin Road, Shanghai Tel: 021- 60901055 Fax: 021- 33674012 Postal Code: Party B: Guangzhou New Fanlian Digital Technology Co., Ltd. Address: 20/F, Fengwei Building, No. 108, Shiyouxin Road, Guangzhou Tel: 020-22372999 Fax: 020-22372999 – 807] [Agency Sales Cooperation Agreement for Taomee Internet Physical Cards (Guangdong and Hainan) AGENCY SALES COOPERATION AGREEMENT FOR TAOMEE INTERNET PHYSICAL CARDS Agreement THIS Party A: Shanghai Taomee Network Technology Co., Ltd. Address: 24/F, Building 20, Gem Tower, 487, Tianlin Road, Xuhui District, Shanghai, Zip code: 200233 Tel.: 021-61280056 Fax: 021-33674311 Bank A/C No.: 3100 1613 4020 5000 7213 Opening bank:] [Agency Sales Cooperation Agreement for Taomee Internet Physical Cards (Hunan) AGENCY SALES COOPERATION AGREEMENT FOR TAOMEE INTERNET PHYSICAL CARDS Agreement THIS Party A: Shanghai Taomee Network Technology Co., Ltd. Address: 24/F, Building 20, Gem Tower, 487, Tianlin Road, Xuhui District, Shanghai, Zip code: 200233 Tel.: 021-61280056 Fax: 021-33674311 Bank A/C No.: 3100 1613 4020 5000 7213 Opening bank: China Construction] [Agency Sales Cooperation Agreement for Taomee Internet Virtual Cards THIS AGENCY SALES COOPERATION AGREEMENT FOR TAOMEE INTERNET VIRTUAL CARDS (hereinafter referred to as “this Agreement”) is entered into in Shanghai on December 20, 2009 by and between: Party A: Shanghai Taomee Network Technology Co., Ltd. Address: 24/F, Building 20, Gem Tower, 487 Tianlin Road, Xuhui District, Shanghai Zip Code: 200233] [TAOMEE HOLDINGS LIMITED DIRECTOR AGREEMENT Agreement Company Director This Director Agreement (the “ I. SERVICES Board of Directors Board “Effective Date” Expiration Date Articles 1.1 Director Services Director Services 1.2 II. COMPENSATION Expense Reimbursement 2.1 Fees to Director 2.2 Share Option Plan Option Option Agreement 2.3 Director and Officer Liability Insurance 2.4 III. DUTIES OF DIRECTOR Fiduciary Duties 3.1 Confidentiality] [EXECUTION VERSION REGISTRATION RIGHTS ADDENDUM Addendum Company Transferee THIS REGISTRATION RIGHTS ADDENDUM (this “ RECITALS Schedule A SPA WHEREAS, the Persons (as defined below) set forth in Shareholders Agreement Board WHEREAS, the Company believes it is in its best interest to grant the Transferee a right to designate an observer to the board of directors of the Company (the “] [List of Subsidiaries of Taomee Holdings Limited Beneficially Owned Subsidiaries Name of Company Jurisdiction of Percentage of 1. Taomee Holdings (HK) Limited Hong Kong 100 % 2. Shanghai Shengran Information Technology Co., Ltd. PRC 100 % Name of Company Jurisdiction of 1. Shanghai Taomee Network Technology Co., Ltd. PRC 2.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated April 27, 2011, relating to the consolidated combined financial statements and financial statement schedule of Taomee Holdings Limited and its subsidiaries and variable interest entities, appearing in the Prospectus, which is part of this Registration Statement. We] [iResearch Consulting Group January 7, 2011 To: Taomee Holdings Limited 16/F, Building No. A-2 No. 1528 Gumei Road, Xuhui District Shanghai 200233, People’s Republic of China Tel: (86-21) 6128-0056 Attention: Tiffany Qiang Dear Ms. Qiang: iResearch Consulting Group [seal: iResearch Consulting Group] EX-23.5 32 dex235.htm CONSENT OF IRESEARCH CONSULTING GROUP] [February 15, 2011 Taomee Holdings Limited 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.6 33 dex236.htm CONSENT OF QI JI, AN INDEPENDENT DIRECTOR APPOINTEE] [February 15, 2011 Taomee Holdings Limited 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.7 34 dex237.htm CONSENT OF SHENGWEN RONG, AN INDEPENDENT DIRECTOR APPOINTEE] [Code Code of Business Conduct and Ethics INTRODUCTION Purpose Company This Code contains general guidelines for conducting the business of Taomee Holdings Limited and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “ Company employees employees principal financial officers This Code applies to all of the directors, officers and employees of the Company. We]

By | 2016-03-12T14:58:06+00:00 May 18th, 2011|Categories: Chinese Stocks, TAOM, Webplus ver|Tags: , , , , , |0 Comments
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YOKU [YOUKU TUDOU] F-1: CALCULATION OF REGISTRATION FEE Title of each class

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (2)(3) Proposed Amount of registration fee (1) Class A Ordinary Shares, par value US$0.00001 per share $ $69,660 (1) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-170709).] [Our ref VZL\664173\4501583v1 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street Haidian District Beijing 100080 People’s Republic of China 5 May 2011 Dear Sirs Youku.com Inc. “Company “Registration Statement Commission Act Shares ADSs We act as Cayman Islands counsel for Youku.com Inc. (the 1 Documents Reviewed For the purposes of this opinion, we] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] May [ ], 2011 Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street Haidian District Beijing, 100080 The People’s Republic of China Re: American Depositary Shares of Youku.com Inc. (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies] [May 5, 2011 Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street, Haidian District Beijing 100080 People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion on PRC Tax Matters We are lawyers qualified in the People’s Republic of China (the “PRC”, for purposes of this legal opinion, excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan)] [Place of Incorporation Subsidiaries 1Verge Internet Technology (Beijing) Co., Ltd. PRC Jet Brilliant Limited Hong Kong Beijing Jet Brilliant Advertising Co., Ltd. PRC Variable Interest Entities 1Verge Information Technology (Beijing) Co., Ltd. PRC Jiaheyi Advertising (Beijing) Co., Ltd. PRC 1] [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 May 5, 2011, in the Registration Statement (Form F-1) and related Prospectus of Youku.com Inc. dated May 5, 2011. Beijing, People’s Republic of China May 5, 2011 EX-23.1 6 dex231.htm CONSENT OF ERNST] [May 5, 2011 Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street, Haidian District Beijing 100080 People’s Republic of China Ladies and Gentlemen, Yours faithfully, TransAsia Lawyers - 1 - EX-23.4 7 dex234.htm CONSENT OF TRANSASIA LAWYERS] [May 5, 2011 Youku.com Inc. 11/F, SinoSteel Plaza, 8 Haidian Street Haidian District Beijing 100080 The People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion We are lawyers qualified in the People’s Republic of China (the “PRC”) and are qualified to issue opinions on the PRC Laws (as defined in Section I). For the purpose of this legal opinion]

By | 2016-03-29T16:02:19+00:00 May 5th, 2011|Categories: Chinese Stocks, Webplus ver, YOKU|Tags: , , , , , |0 Comments
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YOKU [YOUKU TUDOU] F-1: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (2)(3) Proposed Amount of registration fee (1) Class A Ordinary Shares, par value US$0.00001 per share $ $69,660 (1) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-170709).] [Our ref VZL\664173\4501583v1 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street Haidian District Beijing 100080 People’s Republic of China 5 May 2011 Dear Sirs Youku.com Inc. “Company “Registration Statement Commission Act Shares ADSs We act as Cayman Islands counsel for Youku.com Inc. (the 1 Documents Reviewed For the purposes of this opinion, we] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] May [ ], 2011 Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street Haidian District Beijing, 100080 The People’s Republic of China Re: American Depositary Shares of Youku.com Inc. (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies] [May 5, 2011 Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street, Haidian District Beijing 100080 People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion on PRC Tax Matters We are lawyers qualified in the People’s Republic of China (the “PRC”, for purposes of this legal opinion, excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan)] [Place of Incorporation Subsidiaries 1Verge Internet Technology (Beijing) Co., Ltd. PRC Jet Brilliant Limited Hong Kong Beijing Jet Brilliant Advertising Co., Ltd. PRC Variable Interest Entities 1Verge Information Technology (Beijing) Co., Ltd. PRC Jiaheyi Advertising (Beijing) Co., Ltd. PRC 1] [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 May 5, 2011, in the Registration Statement (Form F-1) and related Prospectus of Youku.com Inc. dated May 5, 2011. Beijing, People’s Republic of China May 5, 2011 EX-23.1 6 dex231.htm CONSENT OF ERNST] [May 5, 2011 Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street, Haidian District Beijing 100080 People’s Republic of China Ladies and Gentlemen, Yours faithfully, TransAsia Lawyers - 1 - EX-23.4 7 dex234.htm CONSENT OF TRANSASIA LAWYERS] [May 5, 2011 Youku.com Inc. 11/F, SinoSteel Plaza, 8 Haidian Street Haidian District Beijing 100080 The People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion We are lawyers qualified in the People’s Republic of China (the “PRC”) and are qualified to issue opinions on the PRC Laws (as defined in Section I). For the purpose of this legal opinion]

By | 2016-03-29T16:00:44+00:00 May 5th, 2011|Categories: Chinese Stocks, SEC Original, YOKU|Tags: , , , , , |0 Comments
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FENG [Phoenix New Media] F-1: (Original Filing)

[Form F-1 REGISTRATION STATEMENT Phoenix New Media Limited Not Applicable Cayman Islands (State or other jurisdiction of 7389 (Primary Standard Industrial Not Applicable (I.R.S. Employer th Fusheng Building Tower 2, 16 th Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Chris K.H. Lin, Esq. Simpson Thacher] [THE COMPANIES LAW (2009 REVISION) AMENDED AND RESTATED OF ASSOCIATION OF PHOENIX NEW MEDIA LIMITED (adopted by special resolution passed on November 24, 2009) THE COMPANIES LAW (2009 REVISION) AMENDED AND RESTATED PHOENIX NEW MEDIA LIMITED 1 The name of the Company is PHOENIX NEW MEDIA LIMITED. 2 The registered office of the Company shall be at the offices of] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF PHOENIX NEW MEDIA LIMITED 鳯凰新媒體有限公司 (Adopted by special resolution of members passed on April , 2011 and effective immediately prior to the closing of the Company’s initial public offering of Class A Ordinary Shares represented by American depositary shares on , 2011) 1. Phoenix New] [Phoenix New Media Limited Matter: FEI/SEI: Issued to: Type of Shares: Class A Ordinary Shares Certificate No. Date of Record: No. of shares Transfer to cert# Amount Paid No. of shares Par Value US$0.01 Transfer Date Incorporated in the Cayman Islands Phoenix New Media Limited This is to certify that is / are the registered shareholders of: No. of Shares] [PHOENIX NEW MEDIA LIMITED PREFERRED SHARE PURCHASE AGREEMENT Agreement Company Schedule 1 Purchaser Purchasers Schedule 2 Existing Shareholder This PREFERRED SHARE PURCHASE AGREEMENT (the “ PHOENIX SATELLITE TELEVISION INFORMATION LIMITED BVI Co , a company organized and existing under the Laws of the British Virgin Islands (the “ BEIJING TIANYING JIUZHOU NETWORK TECHNOLOGY CO., LTD. Tian Ying , a domestic] [PHOENIX NEW MEDIA LIMITED SHAREHOLDERS’ AGREEMENT Agreement Company Schedule 1 Investor Investors Schedule 2A Existing Shareholder BVI Co WFOE Tian Ying Yi Feng Domestic Companies Domestic Company Party Parties This RECITALS WHEREAS Purchase Agreement , the Company, the Investors, the Existing Shareholder, the WFOE, the Domestic Companies and the BVI Co are each parties to the Preferred Share Purchase Agreement] [21 April 2011 Matter No.:875232 Doc Ref: 360061 Phoenix New Media Limited Cricket Square, Hutchins Drive P.O. Box 2681, Grand Cayman KY1-1111 Cayman Islands Dear Sirs, Phoenix New Media Limited (the “Company”) Initial Public Offering Offering We have acted as special legal counsel in the Cayman Islands to the Company in connection with the initial public offering (the “ 0.01] [[ ], 2011 Phoenix New Media Limited Fusheng Building Tower 2, 16th Floor 4 Hui Xin Dong Jie, Chaoyang District Beijing 100029 People’s Republic of China Ladies and Gentlemen: relating to the registration of shares of the Company’s Class A ordinary shares, par value US$0.01 per share, which will be represented by American depositary shares evidenced by American depositary receipts.] [LEGAL OPINION To: PHOENIX NEW MEDIA LIMITED 16/F, Fusheng Building Tower 2 No. 4 Hui Xin Dong Jie, Chaoyang District Beijing 100029 People’s Republic of China April 21, 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Offering ADSs Ordinary Shares Offered Securities” Registration Statement SEC We act as] [No. Labor Contract Party A: Fenghuang On-line (Beijing) Information Technology Co., Ltd. Party B: Fenghuang On-line (Beijing) Information Technology Co., Ltd. Party A: Legal Representative or Authorized Representative: Liu, Shuang No. 605 Fenghuang Guild Hall, No. 165 Haidian Road, Haidian District, Beijing, PRC, Registered Address: Party B: Gender: Date of Birth: Type of Household Register: (non-agricultural/agricultural) Identity Card No: OR] [PHOENIX NEW MEDIA LIMITED RULES OF THE SHARE OPTION SCHEME JONES DAY Solicitors and International lawyers 29/F, Edinburgh Tower The Landmark 15 Queen’s Road Central Hong Kong PHOENIX NEW MEDIA LIMITED RULES OF THE SHARE OPTION SCHEME 1. PURPOSE OF THE SCHEME The purpose of the Scheme is to recognise the contribution or potential contribution of the executives, employees, directors,] [PHOENIX NEW MEDIA LIMITED RULES OF THE PHOENIX NEW MEDIA LIMITED RULES OF THE RESTRICTED SHARE UNIT AND RESTRICTED SHARE SCHEME 1 PURPOSE OF THE SCHEME The purpose of the Scheme is to recognize the contribution or potential contribution of executives, employees and directors of the Company and/or any Affiliate (as defined below) by granting Awards (as defined below) to] [INDEMNIFICATION AGREEMENT Agreement Company THIS INDEMNIFICATION AGREEMENT (this “ Indemnitee (the “ WHEREAS, the Indemnitee has agreed to serve as [a director/an officer] of the Company and in such capacity will render valuable services to the Company; and WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve as directors or officers] [Exclusive Equity Option Agreement of Beijing Tianying Jiuzhou Network Technology Co., Ltd. by and among Qiao Hai Yan, Gao Xi Min, Beijing Tianying Jiuzhou Network Technology Co., Ltd., and Fenghuang On-line (Beijing) Information Technology Co., Ltd. December 31, 2009 Exclusive Equity Option Agreement This Exclusive Equity Option Agreement (the “Agreement”) is entered into by the following parties on December 31,] [Exclusive Equity Option Agreement of Yifeng Lianhe (Beijing) Technology Co., Ltd. by and among Yan Sheng He, Yin Xia Liu, Yifeng Lianhe (Beijing) Technology Co., Ltd., and Fenghuang On-line (Beijing) Information Technology Co., Ltd. December 31, 2009 Exclusive Equity Option Agreement This Exclusive Equity Option Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in] [Equity Pledge Agreement of Beijing Tianying Jiuzhou Network Technology Co., Ltd. by and among Haiyan Qiao, Ximin Gao, and Fenghuang On-line (Beijing) Information Technology Co., Ltd. December 31, 2009 Equity Pledge Agreement This Equity Pledge Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in Beijing, the People’s Republic of China (“PRC” or “China”): (1)] [Equity Pledge Agreement of Yifeng Lianhe (Beijing) Technology Co., Ltd. by and among Yansheng He, Yinxia Liu, and Fenghuang On-line (Beijing) Information Technology Co., Ltd. December 31, 2009 Equity Pledge Agreement 1 This Equity Pledge Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in Beijing, the People’s Republic of China (“PRC” or “China”): (1)] [Exclusive Technical Consulting and Service Agreement by and between Fenghuang On-line (Beijing) Information Technology Co., Ltd. and Beijing Tianying Jiuzhou Network Technology Co., Ltd. December 31, 2009 Exclusive Technical Consulting and Service Agreement This Exclusive Technical Consulting and Service Agreement (the “Agreement”) is entered into by the following two Parties on December 31, 2009 in Beijing, the People’s Republic of] [Exclusive Technical Consulting and Service Agreement by and between Fenghuang On-line (Beijing) Information Technology Co., Ltd. and Yifeng Lianhe (Beijing) Technology Co., Ltd. December 31, 2009 Exclusive Technical Consulting and Service Agreement This Exclusive Technical Consulting and Service Agreement (the “Agreement”) is entered into by the following two Parties on December 31, 2009 in Beijing, the People’s Republic of China] [Loan Agreement by and among Haiyan Qiao Ximin Gao and Fenghuang On-line (Beijing) Information Technology Co., Ltd. , December 31, 2009 Loan Agreement This Loan Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in Beijing: (1) Haiyan Qiao, a PRC citizen (ID No.: ); (2) Ximin Gao, a PRC citizen (ID No.: ); Haiyan] [Loan Agreement by and among Yansheng He Yinxia Liu and Fenghuang On-line (Beijing) Information Technology Co., Ltd. , December 31, 2009 Loan Agreement This Loan Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in Beijing: (1) Yansheng He, a PRC citizen (ID No.: ); (2) Yinxia Liu, a PRC citizen (ID No.: ); Yansheng] [Voting Right Entrustment Agreement of Beijing Tianying Jiuzhou Network Technology Co., Ltd. by and among Fenghuang On-line (Beijing) Information Technology Co., Ltd. , Beijing Tianying Jiuzhou Network Technology Co., Ltd., Haiyan Qiao and Ximin Gao December 31, 2009 Voting Right Entrustment Agreement This Voting Right Entrustment Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009] [Voting Right Entrustment Agreement of Yifeng Lianhe (Beijing) Technology Co., Ltd. by and among Fenghuang On-line (Beijing) Information Technology Co., Ltd. , Yifeng Lianhe (Beijing) Technology Co., Ltd., Yansheng He and Yinxia Liu December 31, 2009 Voting Right Entrustment Agreement This Voting Right Entrustment Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in Beijing,] [Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology Phoenix Satellite TV (“PSTV”) and Phoenix New Media (“PNM”) have entered into the following agreement in respect of cooperation in the fields of branding, content, promotion and technology to further promote the sound and rapid development of PNM, enhance the] [Supplemental Agreement to the Content, Branding, Promotion and Technology Cooperation Agreement Party A: Phoenix Satellite Television Holdings Limited Party B : Phoenix Online (Beijing) Information Technology Co., Ltd. For certain reasons, Party B intends to amend certain provisions contained in the agreement between Phoenix TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Brand, Promotion and Technology] [Program Content License Agreement between Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009 Program Content License Agreement This Program Content License Agreement (“Agreement”) is entered into between the following two parties on November 24, 2009 in Beijing: Phoenix Satellite Television Company Limited (“Party A” or “Phoenix Satellite TV”), a foreign enterprise duly] [Schedule of material differences between Program Content Agreements entered into between each of Tianying Jiuzhou and Yifeng Lianhe, respectively, and Phoenix TV Material difference Tianying Jiuzhou agreement Yifeng Lianhe agreement Description of Party B’s business in preamble “ operate the Phoenix Satellite TV Website (defined below) and Other Websites (defined below) and provide thereon, provide Internet information services such as] [April 14, 2011 Tianying Jiuzhou Network Technology Co., Ltd. Room 605, Phoenix Hall No. 165, Haidian Road Haidian District, Beijing People’s Republic of China Yifeng Lianhe (Beijing) Technology Co., Ltd. Fusheng Building Tower 2, 16 th Floor No. 4, Hui Xin Dong Jie Chaoyang District, Beijing People’s Republic of China Ladies and Gentlemen: Reference is made to the to the] [Trademark License Agreement between Phoenix Satellite Television Trademark Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009 Trademark License Agreement This Trademark License Agreement (this “Agreement”) is entered into by the following two Parties on November 24, 2009 in Beijing, the People’s Republic of China (“China”): (1) Phoenix Satellite Television Trademark Limited (“Licensor”) Registered Address: P O] [Schedule of material differences between the Trademark License Agreements entered into between each of Tianying Jiuzhou and Yifeng Lianhe, respectively, and Phoenix Satellite Television Trademark Limited Material difference Tianying Jiuzhou agreement Yifeng Lianhe agreement Article 2.3 [Does not contain such provision] Article 7.2.3 “ to conduct the Internet service business within China ” “ to conduct the information service under] [April 14, 2011 Tianying Jiuzhou Network Technology Co., Ltd. Room 605, Phoenix Hall No. 165, Haidian Road Haidian District, Beijing People’s Republic of China Yifeng Lianhe (Beijing) Technology Co., Ltd. Fusheng Building Tower 2, 16 th Floor No. 4, Hui Xin Dong Jie Chaoyang District, Beijing People’s Republic of China Ladies and Gentlemen: Reference is made to the to the] [Memorandum of Loan Agreement This Agreement is signed by the following two Parties on January 3, 2011: Party A: Phoenix Satellite Television Co., Ltd. (“Party A”), a company registered in Hong Kong. Address: Party B: Phoenix Satellite Television Information Limited (“Party B”), a company registered in the British Virgin Islands. Address: P O Box 957, Offshore Incorporations Center, Road Town,] [Cooperation Agreement between China Mobile Communications Corporation and Beijing Tianying Jiuzhou Network Technology Co., Ltd. Party A: China Mobile Communications Corporation Address: Finance Street 29, Xicheng District, Beijing Party B: Beijing Tianying Jiuzhou Network Technology Co., Ltd. Address: Fusheng Building Tower 2 Floor 16, No.4 Hui Xin Dong Jie, Chaoyang District, Beijing Whereas: Party B is a cooperation partner of] [Cooperation Agreement between China Mobile Communications Corporation and Beijing Tianying Jiuzhou Network Technology Co., Ltd. Party A: China Mobile Communications Corporation Address: Finance Street 29, Xicheng District, Beijing Party B: Beijing Tianying Jiuzhou Network Technology Co., Ltd. Address: Fusheng Building Tower 2 Floor 16, No.4 Hui Xin Dong Jie, Chaoyang District, Beijing Whereas: Party B is a cooperation partner of] [Phoenix Satellite Television Information Limited Phoenix New Media (Hong Kong) Company Limited Fenghuang On-line (Beijing) Information Technology Co., Ltd. PHOENIXi Investment Limited* PHOENIXi Inc. * Guofeng On-line (Beijing) Information Technology Co., Ltd.* *In the process of liquidation since 2006 EX-21.1 35 a2201510zex-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 Phoenix New Media Limited of our report dated March 14, 2011, except for Note 22, which is as of April 21, 2011, relating to the consolidated financial statements of Phoenix New Media Limited, which appears in such Registration Statement.] [21 April 2011 Phoenix New Media Limited 16/F, Fusheng Building, Tower 2 No. 4, Hui Xin Dong Jie Caoyang District Beijing 100029 People’s Republic of China Dear Sirs/Madams, INITIAL PUBLIC OFFERING Yours Faithfully, For and on behalf of GRANT SHERMAN APPRAISAL LIMITED Kelvin C.H. Chan, FCCA, CFA Director Room 1701, 17/F, Jubilee Centre, 18 Fenwick Street, Wan Chai, Hong Kong] [To: Phoenix New Media Limited April 15, 2011 Fusheng Building Tower 2, 16 th Floor 4 Hui Xin Dong Jie, Chaoyang District Beijing 100029 People’s Republic of China Re: Phoenix New Media Limited Consent to references to Shanghai iResearch Co., Ltd. and its report s Madam/Sirs: s included in Appendix , and the data contained therein in your Registration Statement] [To: Board of Directors Phoenix New Media Limited (the “Company”) Dated this 12 th day of April 2011 Dear Sirs, As we have discussed, I have agreed to serve as a member of the Board of Directors and of the Auditor Committee and N omination and C orporate G overnance As such, I hereby consent to being named as a] [CODE OF BUSINESS CONDUCT AND ETHICS OF PHOENIX NEW MEDIA LIMITED I. Purpose Phoenix New Media Limited Company Code and its subsidiaries (the “ This Code is designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) SEC (iii) compliance with] [LEGAL OPINION To: PHOENIX NEW MEDIA LIMITED 16/F, Fusheng Building Tower 2 No. 4 Hui Xin Dong Jie, Chaoyang District Beijing 100029 People’s Republic of China April 21, 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Offering ADSs Ordinary Shares Offered Securities” Registration Statement SEC We act as]

By | 2016-04-01T20:08:30+00:00 April 21st, 2011|Categories: Chinese Stocks, FENG, SEC Original|Tags: , , , , , |0 Comments
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FENG [Phoenix New Media] F-1: Form F-1 REGISTRATION STATEMENT Phoenix New Media Limited

[Form F-1 REGISTRATION STATEMENT Phoenix New Media Limited Not Applicable Cayman Islands (State or other jurisdiction of 7389 (Primary Standard Industrial Not Applicable (I.R.S. Employer th Fusheng Building Tower 2, 16 th Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Chris K.H. Lin, Esq. Simpson Thacher] [THE COMPANIES LAW (2009 REVISION) AMENDED AND RESTATED OF ASSOCIATION OF PHOENIX NEW MEDIA LIMITED (adopted by special resolution passed on November 24, 2009) THE COMPANIES LAW (2009 REVISION) AMENDED AND RESTATED PHOENIX NEW MEDIA LIMITED 1 The name of the Company is PHOENIX NEW MEDIA LIMITED. 2 The registered office of the Company shall be at the offices of] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF PHOENIX NEW MEDIA LIMITED 鳯凰新媒體有限公司 (Adopted by special resolution of members passed on April , 2011 and effective immediately prior to the closing of the Company’s initial public offering of Class A Ordinary Shares represented by American depositary shares on , 2011) 1. Phoenix New] [Phoenix New Media Limited Matter: FEI/SEI: Issued to: Type of Shares: Class A Ordinary Shares Certificate No. Date of Record: No. of shares Transfer to cert# Amount Paid No. of shares Par Value US$0.01 Transfer Date Incorporated in the Cayman Islands Phoenix New Media Limited This is to certify that is / are the registered shareholders of: No. of Shares] [PHOENIX NEW MEDIA LIMITED PREFERRED SHARE PURCHASE AGREEMENT Agreement Company Schedule 1 Purchaser Purchasers Schedule 2 Existing Shareholder This PREFERRED SHARE PURCHASE AGREEMENT (the “ PHOENIX SATELLITE TELEVISION INFORMATION LIMITED BVI Co , a company organized and existing under the Laws of the British Virgin Islands (the “ BEIJING TIANYING JIUZHOU NETWORK TECHNOLOGY CO., LTD. Tian Ying , a domestic] [PHOENIX NEW MEDIA LIMITED SHAREHOLDERS’ AGREEMENT Agreement Company Schedule 1 Investor Investors Schedule 2A Existing Shareholder BVI Co WFOE Tian Ying Yi Feng Domestic Companies Domestic Company Party Parties This RECITALS WHEREAS Purchase Agreement , the Company, the Investors, the Existing Shareholder, the WFOE, the Domestic Companies and the BVI Co are each parties to the Preferred Share Purchase Agreement] [21 April 2011 Matter No.:875232 Doc Ref: 360061 Phoenix New Media Limited Cricket Square, Hutchins Drive P.O. Box 2681, Grand Cayman KY1-1111 Cayman Islands Dear Sirs, Phoenix New Media Limited (the “Company”) Initial Public Offering Offering We have acted as special legal counsel in the Cayman Islands to the Company in connection with the initial public offering (the “ 0.01] [[ ], 2011 Phoenix New Media Limited Fusheng Building Tower 2, 16th Floor 4 Hui Xin Dong Jie, Chaoyang District Beijing 100029 People’s Republic of China Ladies and Gentlemen: relating to the registration of shares of the Company’s Class A ordinary shares, par value US$0.01 per share, which will be represented by American depositary shares evidenced by American depositary receipts.] [LEGAL OPINION To: PHOENIX NEW MEDIA LIMITED 16/F, Fusheng Building Tower 2 No. 4 Hui Xin Dong Jie, Chaoyang District Beijing 100029 People’s Republic of China April 21, 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Offering ADSs Ordinary Shares Offered Securities” Registration Statement SEC We act as] [No. Labor Contract Party A: Fenghuang On-line (Beijing) Information Technology Co., Ltd. Party B: Fenghuang On-line (Beijing) Information Technology Co., Ltd. Party A: Legal Representative or Authorized Representative: Liu, Shuang No. 605 Fenghuang Guild Hall, No. 165 Haidian Road, Haidian District, Beijing, PRC, Registered Address: Party B: Gender: Date of Birth: Type of Household Register: (non-agricultural/agricultural) Identity Card No: OR] [PHOENIX NEW MEDIA LIMITED RULES OF THE SHARE OPTION SCHEME JONES DAY Solicitors and International lawyers 29/F, Edinburgh Tower The Landmark 15 Queen’s Road Central Hong Kong PHOENIX NEW MEDIA LIMITED RULES OF THE SHARE OPTION SCHEME 1. PURPOSE OF THE SCHEME The purpose of the Scheme is to recognise the contribution or potential contribution of the executives, employees, directors,] [PHOENIX NEW MEDIA LIMITED RULES OF THE PHOENIX NEW MEDIA LIMITED RULES OF THE RESTRICTED SHARE UNIT AND RESTRICTED SHARE SCHEME 1 PURPOSE OF THE SCHEME The purpose of the Scheme is to recognize the contribution or potential contribution of executives, employees and directors of the Company and/or any Affiliate (as defined below) by granting Awards (as defined below) to] [INDEMNIFICATION AGREEMENT Agreement Company THIS INDEMNIFICATION AGREEMENT (this “ Indemnitee (the “ WHEREAS, the Indemnitee has agreed to serve as [a director/an officer] of the Company and in such capacity will render valuable services to the Company; and WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve as directors or officers] [Exclusive Equity Option Agreement of Beijing Tianying Jiuzhou Network Technology Co., Ltd. by and among Qiao Hai Yan, Gao Xi Min, Beijing Tianying Jiuzhou Network Technology Co., Ltd., and Fenghuang On-line (Beijing) Information Technology Co., Ltd. December 31, 2009 Exclusive Equity Option Agreement This Exclusive Equity Option Agreement (the “Agreement”) is entered into by the following parties on December 31,] [Exclusive Equity Option Agreement of Yifeng Lianhe (Beijing) Technology Co., Ltd. by and among Yan Sheng He, Yin Xia Liu, Yifeng Lianhe (Beijing) Technology Co., Ltd., and Fenghuang On-line (Beijing) Information Technology Co., Ltd. December 31, 2009 Exclusive Equity Option Agreement This Exclusive Equity Option Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in] [Equity Pledge Agreement of Beijing Tianying Jiuzhou Network Technology Co., Ltd. by and among Haiyan Qiao, Ximin Gao, and Fenghuang On-line (Beijing) Information Technology Co., Ltd. December 31, 2009 Equity Pledge Agreement This Equity Pledge Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in Beijing, the People’s Republic of China (“PRC” or “China”): (1)] [Equity Pledge Agreement of Yifeng Lianhe (Beijing) Technology Co., Ltd. by and among Yansheng He, Yinxia Liu, and Fenghuang On-line (Beijing) Information Technology Co., Ltd. December 31, 2009 Equity Pledge Agreement 1 This Equity Pledge Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in Beijing, the People’s Republic of China (“PRC” or “China”): (1)] [Exclusive Technical Consulting and Service Agreement by and between Fenghuang On-line (Beijing) Information Technology Co., Ltd. and Beijing Tianying Jiuzhou Network Technology Co., Ltd. December 31, 2009 Exclusive Technical Consulting and Service Agreement This Exclusive Technical Consulting and Service Agreement (the “Agreement”) is entered into by the following two Parties on December 31, 2009 in Beijing, the People’s Republic of] [Exclusive Technical Consulting and Service Agreement by and between Fenghuang On-line (Beijing) Information Technology Co., Ltd. and Yifeng Lianhe (Beijing) Technology Co., Ltd. December 31, 2009 Exclusive Technical Consulting and Service Agreement This Exclusive Technical Consulting and Service Agreement (the “Agreement”) is entered into by the following two Parties on December 31, 2009 in Beijing, the People’s Republic of China] [Loan Agreement by and among Haiyan Qiao Ximin Gao and Fenghuang On-line (Beijing) Information Technology Co., Ltd. , December 31, 2009 Loan Agreement This Loan Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in Beijing: (1) Haiyan Qiao, a PRC citizen (ID No.: ); (2) Ximin Gao, a PRC citizen (ID No.: ); Haiyan] [Loan Agreement by and among Yansheng He Yinxia Liu and Fenghuang On-line (Beijing) Information Technology Co., Ltd. , December 31, 2009 Loan Agreement This Loan Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in Beijing: (1) Yansheng He, a PRC citizen (ID No.: ); (2) Yinxia Liu, a PRC citizen (ID No.: ); Yansheng] [Voting Right Entrustment Agreement of Beijing Tianying Jiuzhou Network Technology Co., Ltd. by and among Fenghuang On-line (Beijing) Information Technology Co., Ltd. , Beijing Tianying Jiuzhou Network Technology Co., Ltd., Haiyan Qiao and Ximin Gao December 31, 2009 Voting Right Entrustment Agreement This Voting Right Entrustment Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009] [Voting Right Entrustment Agreement of Yifeng Lianhe (Beijing) Technology Co., Ltd. by and among Fenghuang On-line (Beijing) Information Technology Co., Ltd. , Yifeng Lianhe (Beijing) Technology Co., Ltd., Yansheng He and Yinxia Liu December 31, 2009 Voting Right Entrustment Agreement This Voting Right Entrustment Agreement (the “Agreement”) is entered into by the following parties on December 31, 2009 in Beijing,] [Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology Phoenix Satellite TV (“PSTV”) and Phoenix New Media (“PNM”) have entered into the following agreement in respect of cooperation in the fields of branding, content, promotion and technology to further promote the sound and rapid development of PNM, enhance the] [Supplemental Agreement to the Content, Branding, Promotion and Technology Cooperation Agreement Party A: Phoenix Satellite Television Holdings Limited Party B : Phoenix Online (Beijing) Information Technology Co., Ltd. For certain reasons, Party B intends to amend certain provisions contained in the agreement between Phoenix TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Brand, Promotion and Technology] [Program Content License Agreement between Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009 Program Content License Agreement This Program Content License Agreement (“Agreement”) is entered into between the following two parties on November 24, 2009 in Beijing: Phoenix Satellite Television Company Limited (“Party A” or “Phoenix Satellite TV”), a foreign enterprise duly] [Schedule of material differences between Program Content Agreements entered into between each of Tianying Jiuzhou and Yifeng Lianhe, respectively, and Phoenix TV Material difference Tianying Jiuzhou agreement Yifeng Lianhe agreement Description of Party B’s business in preamble “ operate the Phoenix Satellite TV Website (defined below) and Other Websites (defined below) and provide thereon, provide Internet information services such as] [April 14, 2011 Tianying Jiuzhou Network Technology Co., Ltd. Room 605, Phoenix Hall No. 165, Haidian Road Haidian District, Beijing People’s Republic of China Yifeng Lianhe (Beijing) Technology Co., Ltd. Fusheng Building Tower 2, 16 th Floor No. 4, Hui Xin Dong Jie Chaoyang District, Beijing People’s Republic of China Ladies and Gentlemen: Reference is made to the to the] [Trademark License Agreement between Phoenix Satellite Television Trademark Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009 Trademark License Agreement This Trademark License Agreement (this “Agreement”) is entered into by the following two Parties on November 24, 2009 in Beijing, the People’s Republic of China (“China”): (1) Phoenix Satellite Television Trademark Limited (“Licensor”) Registered Address: P O] [Schedule of material differences between the Trademark License Agreements entered into between each of Tianying Jiuzhou and Yifeng Lianhe, respectively, and Phoenix Satellite Television Trademark Limited Material difference Tianying Jiuzhou agreement Yifeng Lianhe agreement Article 2.3 [Does not contain such provision] Article 7.2.3 “ to conduct the Internet service business within China ” “ to conduct the information service under] [April 14, 2011 Tianying Jiuzhou Network Technology Co., Ltd. Room 605, Phoenix Hall No. 165, Haidian Road Haidian District, Beijing People’s Republic of China Yifeng Lianhe (Beijing) Technology Co., Ltd. Fusheng Building Tower 2, 16 th Floor No. 4, Hui Xin Dong Jie Chaoyang District, Beijing People’s Republic of China Ladies and Gentlemen: Reference is made to the to the] [Memorandum of Loan Agreement This Agreement is signed by the following two Parties on January 3, 2011: Party A: Phoenix Satellite Television Co., Ltd. (“Party A”), a company registered in Hong Kong. Address: Party B: Phoenix Satellite Television Information Limited (“Party B”), a company registered in the British Virgin Islands. Address: P O Box 957, Offshore Incorporations Center, Road Town,] [Cooperation Agreement between China Mobile Communications Corporation and Beijing Tianying Jiuzhou Network Technology Co., Ltd. Party A: China Mobile Communications Corporation Address: Finance Street 29, Xicheng District, Beijing Party B: Beijing Tianying Jiuzhou Network Technology Co., Ltd. Address: Fusheng Building Tower 2 Floor 16, No.4 Hui Xin Dong Jie, Chaoyang District, Beijing Whereas: Party B is a cooperation partner of] [Cooperation Agreement between China Mobile Communications Corporation and Beijing Tianying Jiuzhou Network Technology Co., Ltd. Party A: China Mobile Communications Corporation Address: Finance Street 29, Xicheng District, Beijing Party B: Beijing Tianying Jiuzhou Network Technology Co., Ltd. Address: Fusheng Building Tower 2 Floor 16, No.4 Hui Xin Dong Jie, Chaoyang District, Beijing Whereas: Party B is a cooperation partner of] [Phoenix Satellite Television Information Limited Phoenix New Media (Hong Kong) Company Limited Fenghuang On-line (Beijing) Information Technology Co., Ltd. PHOENIXi Investment Limited* PHOENIXi Inc. * Guofeng On-line (Beijing) Information Technology Co., Ltd.* *In the process of liquidation since 2006 EX-21.1 35 a2201510zex-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 Phoenix New Media Limited of our report dated March 14, 2011, except for Note 22, which is as of April 21, 2011, relating to the consolidated financial statements of Phoenix New Media Limited, which appears in such Registration Statement.] [21 April 2011 Phoenix New Media Limited 16/F, Fusheng Building, Tower 2 No. 4, Hui Xin Dong Jie Caoyang District Beijing 100029 People’s Republic of China Dear Sirs/Madams, INITIAL PUBLIC OFFERING Yours Faithfully, For and on behalf of GRANT SHERMAN APPRAISAL LIMITED Kelvin C.H. Chan, FCCA, CFA Director Room 1701, 17/F, Jubilee Centre, 18 Fenwick Street, Wan Chai, Hong Kong] [To: Phoenix New Media Limited April 15, 2011 Fusheng Building Tower 2, 16 th Floor 4 Hui Xin Dong Jie, Chaoyang District Beijing 100029 People’s Republic of China Re: Phoenix New Media Limited Consent to references to Shanghai iResearch Co., Ltd. and its report s Madam/Sirs: s included in Appendix , and the data contained therein in your Registration Statement] [To: Board of Directors Phoenix New Media Limited (the “Company”) Dated this 12 th day of April 2011 Dear Sirs, As we have discussed, I have agreed to serve as a member of the Board of Directors and of the Auditor Committee and N omination and C orporate G overnance As such, I hereby consent to being named as a] [CODE OF BUSINESS CONDUCT AND ETHICS OF PHOENIX NEW MEDIA LIMITED I. Purpose Phoenix New Media Limited Company Code and its subsidiaries (the “ This Code is designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) SEC (iii) compliance with] [LEGAL OPINION To: PHOENIX NEW MEDIA LIMITED 16/F, Fusheng Building Tower 2 No. 4 Hui Xin Dong Jie, Chaoyang District Beijing 100029 People’s Republic of China April 21, 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Offering ADSs Ordinary Shares Offered Securities” Registration Statement SEC We act as]

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DATE [JIAYUAN.COM INTERNATIONAL] F-1: Form F-1 REGISTRATION STATEMENT Jiayuan.com International Ltd. Not

[Form F-1 REGISTRATION STATEMENT Jiayuan.com International Ltd. Not Applicable Cayman Islands 7371 Not Applicable Room 1005, Changxin Building CT Corporation System (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David S. Wang, Esq. David T. Zhang, Esq. Approximate date of commencement of proposed sale to the public: o o o o] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF JIAYUAN.COM INTERNATIONAL LTD. THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF JIAYUAN.COM INTERNATIONAL LTD. 1 Definitions Capitalised terms that are not defined in the Memorandum bear] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF JIAYUAN.COM INTERNATIONAL LTD. (Adopted by a Special Resolution passed on April 20, 2011 and effective conditional and immediately upon the closing of Company’s offering of American depositary shares representing its Ordinary Shares on Nasdaq Global Market) THE] [JIAYUAN.COM INTERNATIONAL LTD. Number Share[s] Incorporated under the laws of the Cayman Islands Share capital is US$100,000 divided into 100,000,000 Ordinary Shares of a par value of US$0.001 each THIS IS TO CERTIFY THAT is the registered holder of Share[s] in the above-named Company subject to the Memorandum and Articles of Association thereof. EXECUTED on behalf of the said Company] [SHAREHOLDERS’ AGREEMENT DATED JANUARY 26 , 2011 BY AND AMONG JIAYUAN.COM INTERNATIONAL LIMITED (as “Company”) Schedule 1 the Persons listed on (as “Investors”) Schedule 2 the Persons listed on (as “Key Holders”) AND Schedule 3 the entities listed on SHAREHOLDERS’ AGREEMENT Agreement This January 26 , 201 1 , by and among Jiayuan.com International Limited, an exempted company duly incorporated] [Our ref DLK\660390\4477549v1 Direct tel +852 2971 3005 Email jenny.nip@maplesandcalder.com Subject to review and amendment Jiayuan.com International Ltd. Room 1005, Changxin Building No.39 Anding Road Chaoyang District Beijing The People’s Republic of China [ · ] 2011 Dear Sirs Jiayuan.com International Ltd. Company Registration Statement Commission We have acted as Cayman Islands legal advisers to Jiayuan.com International Ltd. (the “] [77100.00003 May , 2011 Jiayuan.com International Ltd. Room 1005, Changxin Building No. 39 Anding Road Chaoyang District, Beijing The People’s Republic of China Ladies and Gentlemen: Company Registration Statement Securities Act Ordinary Shares ADSs Very truly yours, 2 EX-8.2 7 a2203517zex-8_2.htm EX-8.2] [LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL LTD. [Room 1005, Changxin Building [ ], 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Offering ADSs Ordinary Shares Offered Securities” Registration Statement SEC We act as the PRC counsel to Jiayuan.com International Ltd. (the “ 3. Documents In so acting, we have] [JIAYUAN.COM INTERNATIONAL LTD. 2007 SHARE INCENTIVE PLAN Amended and Restated on March 30 , 2011 1. PURPOSE OF PLAN The purpose of the Jiayuan.com International Ltd. 2007 Share Incentive Plan Company Plan (this “ organized under the laws of the Cayman Islands Subsidiary Affiliate Control Controlling Controlled Group Board” Person ; “ 2. ELIGIBILITY Eligible Person Securities Act participant The] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This Indemnification Agreement (“ RECITALS A. The Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors, officers, employees, agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. B. The Company and Indemnitee further recognize the substantial increase] [CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This Agreement is made on , by and between the following Parties in , People’s Republic of China (“China”): Party A: Legal representative: Party B: ID: Address: WHEREAS: 1. Confidential Business Information (see below for definition) is the important intangible asset of Party A, and any disclosure of them will cause immeasurable loss to Party A.] [EMPLOYMENT CONTRACT Labor Law of the People’s Republic of China Employment Contract Law of the People’s Republic of China In accordance with the Basic Information of the Parties to This Employment Contact Party A Legal Representative (principal) or Authorized Representative Registered Address Place of Business Party B Gender Telephone: Household Type (urban or rural) ID number or Other Valid Identity] [Confidential RESTATED EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT By and between SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. A nd MIYUAN ( SHANGHAI ) I NFORMATION TECHNOLOGY CO., LTD. January 25, 2011 RESTATED EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT T his RESTATED EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT ( this A “ greement ”) is made on January 25, 2011 in] [Confidential EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT By and between SHANGHAI SHIJI JIAYUAN MATCHMAKING SERVICE CENTER A nd MIYUAN ( SHANGHAI ) I NFORMATION TECHNOLOGY CO., LTD. January 25, 2011 EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT T his EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT ( this A “ greement ”) is made on January 25, 2011 in Shanghai, the People’s] [COOPERATIVE OPERATION AGREEMENT by and among MIYUAN ( SHANGHAI ) I NFORMATION TECHNOLOGY CO., LTD. SHANGHAI HUAQIANSHU I NFORMATION TECHNOLOGY CO., LTD. a nd SHANGHAI SHIJI JIAYUAN MATCHMAKING SERVICE CENTER January 25, 2011 TABLE OF CONTENT 1 . COMPANY OPERATION 2 2 . APPOINTMENT OF MANAGEMENT COMMITTEE MEMBERS AND KEY EMPLOYEES 5 3 . DEFAULT AND TERMINATION 6] [Confidential EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT By and between BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. A nd BEIJING MIYUAN I NFORMATION TECHNOLOGY CO., LTD. February 17 , 20 11 EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT T his EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT ( this A “ greement ”) is made on February 17, 2011 in Beijing, the People’s] [Confidential EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT By and between BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD. A nd BEIJING MIYUAN I NFORMATION TECHNOLOGY CO., LTD. February 17, 20 11 EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT T his EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT ( this A “ greement ”) is made on February 17, 2011 in Beijing, the People’s] [Wholly-Owned Subsidiaries 1. Harper Capital Inc. 2. Jiayuan Hong Kong Corporation Limited, a Hong Kong Company 3. Miyuan (Shanghai) Information Technology Co., Ltd., a PRC company 4. Beijing Miyuan Information Technology Co., Ltd., a PRC company 5. Shanghai Huaqianshu Information Technology Co., Ltd., a PRC company 6. Shanghai Shiji Jiayuan Matchmaking Service Center, a PRC privately funded non-enterprise institution 7.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Jiayuan.com International Ltd. of our report dated March 8, 2011, except for Note 19(c), (e) and (f) which are as of April 20, 2011, relating to the consolidated financial statements of Jiayuan.com International Ltd., which appears in such Registration] [Consent of iResearch Consulting Group April 19, 2011 Jiayuan.com International Ltd. Room 1005, Changxin Building No. 39 Anding Road Chaoyang District, Beijing The People’s Republic of China Ladies and Gentlemen: iResearch Consulting Group further consents to inclusion of information, data and statements from the report entitled “iResearch Report on China Online Dating Industry and Market” (the “Report”) in the Company’s] [April 20, 2011 Jiayuan.com International Ltd. Room 1005, Changxin Building, 39 Anding Rd, Chaoyang District, Beijing, China. Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED We hereby consent to the references to our name and our final appraisal report s dated April 20, 2011, and addressed to the board of directors of Jiayuan.com International Ltd. (the “Company”) , and to] [April 18 , 2011 Jiayuan.com International Ltd. Room 1005, Changxin Building No. 39 Anding Road Chaoyang District, Beijing The People’s Republic of China (8610) 6442-8783 Ladies and Gentlemen: Sincerely yours, EX-23.7 22 a2203517zex-23_7.htm EX-23.7] [April 18 , 2011 Jiayuan.com International Ltd. Room 1005, Changxin Building No. 39 Anding Road Chaoyang District, Beijing The People’s Republic of China (8610) 6442-8783 Ladies and Gentlemen: Sincerely yours, EX-23.8 23 a2203517zex-23_8.htm EX-23.8] [JIAYUAN.COM INTERNATIONAL LTD. CODE OF BUSINESS CONDUCT AND ETHICS I. Purpose This Code is designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) (iii) compliance with applicable governmental laws, rules and regulations; (iv) prompt internal reporting of violations of the] [LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL LIMITED [Room 1005, Changxin Building No. 39 Anding Road, Chaoyang District Beijing 100029 the People’s Republic of China] [ ], 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Offering ADSs Ordinary Shares Offered Securities” Registration Statement SEC We act as the PRC counsel]

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DATE [JIAYUAN.COM INTERNATIONAL] F-1: (Original Filing)

[Form F-1 REGISTRATION STATEMENT Jiayuan.com International Ltd. Not Applicable Cayman Islands 7371 Not Applicable Room 1005, Changxin Building CT Corporation System (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David S. Wang, Esq. David T. Zhang, Esq. Approximate date of commencement of proposed sale to the public: o o o o] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF JIAYUAN.COM INTERNATIONAL LTD. THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF JIAYUAN.COM INTERNATIONAL LTD. 1 Definitions Capitalised terms that are not defined in the Memorandum bear] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF JIAYUAN.COM INTERNATIONAL LTD. (Adopted by a Special Resolution passed on April 20, 2011 and effective conditional and immediately upon the closing of Company’s offering of American depositary shares representing its Ordinary Shares on Nasdaq Global Market) THE] [JIAYUAN.COM INTERNATIONAL LTD. Number Share[s] Incorporated under the laws of the Cayman Islands Share capital is US$100,000 divided into 100,000,000 Ordinary Shares of a par value of US$0.001 each THIS IS TO CERTIFY THAT is the registered holder of Share[s] in the above-named Company subject to the Memorandum and Articles of Association thereof. EXECUTED on behalf of the said Company] [SHAREHOLDERS’ AGREEMENT DATED JANUARY 26 , 2011 BY AND AMONG JIAYUAN.COM INTERNATIONAL LIMITED (as “Company”) Schedule 1 the Persons listed on (as “Investors”) Schedule 2 the Persons listed on (as “Key Holders”) AND Schedule 3 the entities listed on SHAREHOLDERS’ AGREEMENT Agreement This January 26 , 201 1 , by and among Jiayuan.com International Limited, an exempted company duly incorporated] [Our ref DLK\660390\4477549v1 Direct tel +852 2971 3005 Email jenny.nip@maplesandcalder.com Subject to review and amendment Jiayuan.com International Ltd. Room 1005, Changxin Building No.39 Anding Road Chaoyang District Beijing The People’s Republic of China [ · ] 2011 Dear Sirs Jiayuan.com International Ltd. Company Registration Statement Commission We have acted as Cayman Islands legal advisers to Jiayuan.com International Ltd. (the “] [77100.00003 May , 2011 Jiayuan.com International Ltd. Room 1005, Changxin Building No. 39 Anding Road Chaoyang District, Beijing The People’s Republic of China Ladies and Gentlemen: Company Registration Statement Securities Act Ordinary Shares ADSs Very truly yours, 2 EX-8.2 7 a2203517zex-8_2.htm EX-8.2] [LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL LTD. [Room 1005, Changxin Building [ ], 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Offering ADSs Ordinary Shares Offered Securities” Registration Statement SEC We act as the PRC counsel to Jiayuan.com International Ltd. (the “ 3. Documents In so acting, we have] [JIAYUAN.COM INTERNATIONAL LTD. 2007 SHARE INCENTIVE PLAN Amended and Restated on March 30 , 2011 1. PURPOSE OF PLAN The purpose of the Jiayuan.com International Ltd. 2007 Share Incentive Plan Company Plan (this “ organized under the laws of the Cayman Islands Subsidiary Affiliate Control Controlling Controlled Group Board” Person ; “ 2. ELIGIBILITY Eligible Person Securities Act participant The] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This Indemnification Agreement (“ RECITALS A. The Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors, officers, employees, agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. B. The Company and Indemnitee further recognize the substantial increase] [CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This Agreement is made on , by and between the following Parties in , People’s Republic of China (“China”): Party A: Legal representative: Party B: ID: Address: WHEREAS: 1. Confidential Business Information (see below for definition) is the important intangible asset of Party A, and any disclosure of them will cause immeasurable loss to Party A.] [EMPLOYMENT CONTRACT Labor Law of the People’s Republic of China Employment Contract Law of the People’s Republic of China In accordance with the Basic Information of the Parties to This Employment Contact Party A Legal Representative (principal) or Authorized Representative Registered Address Place of Business Party B Gender Telephone: Household Type (urban or rural) ID number or Other Valid Identity] [Confidential RESTATED EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT By and between SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. A nd MIYUAN ( SHANGHAI ) I NFORMATION TECHNOLOGY CO., LTD. January 25, 2011 RESTATED EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT T his RESTATED EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT ( this A “ greement ”) is made on January 25, 2011 in] [Confidential EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT By and between SHANGHAI SHIJI JIAYUAN MATCHMAKING SERVICE CENTER A nd MIYUAN ( SHANGHAI ) I NFORMATION TECHNOLOGY CO., LTD. January 25, 2011 EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT T his EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT ( this A “ greement ”) is made on January 25, 2011 in Shanghai, the People’s] [COOPERATIVE OPERATION AGREEMENT by and among MIYUAN ( SHANGHAI ) I NFORMATION TECHNOLOGY CO., LTD. SHANGHAI HUAQIANSHU I NFORMATION TECHNOLOGY CO., LTD. a nd SHANGHAI SHIJI JIAYUAN MATCHMAKING SERVICE CENTER January 25, 2011 TABLE OF CONTENT 1 . COMPANY OPERATION 2 2 . APPOINTMENT OF MANAGEMENT COMMITTEE MEMBERS AND KEY EMPLOYEES 5 3 . DEFAULT AND TERMINATION 6] [Confidential EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT By and between BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. A nd BEIJING MIYUAN I NFORMATION TECHNOLOGY CO., LTD. February 17 , 20 11 EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT T his EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT ( this A “ greement ”) is made on February 17, 2011 in Beijing, the People’s] [Confidential EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT By and between BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD. A nd BEIJING MIYUAN I NFORMATION TECHNOLOGY CO., LTD. February 17, 20 11 EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT T his EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT ( this A “ greement ”) is made on February 17, 2011 in Beijing, the People’s] [Wholly-Owned Subsidiaries 1. Harper Capital Inc. 2. Jiayuan Hong Kong Corporation Limited, a Hong Kong Company 3. Miyuan (Shanghai) Information Technology Co., Ltd., a PRC company 4. Beijing Miyuan Information Technology Co., Ltd., a PRC company 5. Shanghai Huaqianshu Information Technology Co., Ltd., a PRC company 6. Shanghai Shiji Jiayuan Matchmaking Service Center, a PRC privately funded non-enterprise institution 7.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Jiayuan.com International Ltd. of our report dated March 8, 2011, except for Note 19(c), (e) and (f) which are as of April 20, 2011, relating to the consolidated financial statements of Jiayuan.com International Ltd., which appears in such Registration] [Consent of iResearch Consulting Group April 19, 2011 Jiayuan.com International Ltd. Room 1005, Changxin Building No. 39 Anding Road Chaoyang District, Beijing The People’s Republic of China Ladies and Gentlemen: iResearch Consulting Group further consents to inclusion of information, data and statements from the report entitled “iResearch Report on China Online Dating Industry and Market” (the “Report”) in the Company’s] [April 20, 2011 Jiayuan.com International Ltd. Room 1005, Changxin Building, 39 Anding Rd, Chaoyang District, Beijing, China. Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED We hereby consent to the references to our name and our final appraisal report s dated April 20, 2011, and addressed to the board of directors of Jiayuan.com International Ltd. (the “Company”) , and to] [April 18 , 2011 Jiayuan.com International Ltd. Room 1005, Changxin Building No. 39 Anding Road Chaoyang District, Beijing The People’s Republic of China (8610) 6442-8783 Ladies and Gentlemen: Sincerely yours, EX-23.7 22 a2203517zex-23_7.htm EX-23.7] [April 18 , 2011 Jiayuan.com International Ltd. Room 1005, Changxin Building No. 39 Anding Road Chaoyang District, Beijing The People’s Republic of China (8610) 6442-8783 Ladies and Gentlemen: Sincerely yours, EX-23.8 23 a2203517zex-23_8.htm EX-23.8] [JIAYUAN.COM INTERNATIONAL LTD. CODE OF BUSINESS CONDUCT AND ETHICS I. Purpose This Code is designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) (iii) compliance with applicable governmental laws, rules and regulations; (iv) prompt internal reporting of violations of the] [LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL LIMITED [Room 1005, Changxin Building No. 39 Anding Road, Chaoyang District Beijing 100029 the People’s Republic of China] [ ], 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Offering ADSs Ordinary Shares Offered Securities” Registration Statement SEC We act as the PRC counsel]

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DATE [JIAYUAN.COM INTERNATIONAL] F-1: (Original Filing)

[FormF-1 REGISTRATION STATEMENT Jiayuan.com International Not Applicableyman Islands 7371 Not Applicable Room1005, Changxin Building CTrporation System (Name,dress,luding zipde, and telephone number,luding areade, ofent for service)pies to:vid S. Wang, Esq.vid T. Zhang, Esq. Approximatete ofmmencement of proposedle to the public:] [THEMPANIES LAW (2010 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OFSOCIATION OF JIAYUAN.COM INTERNATIONAL THEMPANIES LAW (2010 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF JIAYUAN.COM INTERNATIONAL 1 Definitionspitalised terms that are not defined in the Memorandum bear the respective meanings given to them] [THEMPANIES LAW (2010 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OFSOCIATION OF JIAYUAN.COM INTERNATIONAL (Adopted by aecial Resolution passed on April20, 2011 and effectivenditional and immediately upon the closing ofmpanys offering of American depositary shares representing its Ordinary Shares on Nasdaq Global Market)] [JIAYUAN.COM INTERNATIONAL Number Share[s]orporated under the laws of theyman Islands Sharepital is US$100,000 divided into 100,000,000 Ordinary Shares of a par value of US$0.001 each THIS IS TO CERTIFY THAT is the registered holder of Share[s] in theove-namedmpany subject to the Memorandum and Articles ofsociation thereof.] [SHAREHOLDERSREEMENTTED JANUARY 26 , 2011 BY AND AMONG JIAYUAN.COM INTERNATIONAL LIMITED (asmpany)hedule 1 the Persons listed on (as Investors)hedule 2 the Persons listed on (as Key Holders) ANDhedule 3 the entities listed on SHAREHOLDERSREEMENT RECITALS WHEREAS , Harper, certain shareholders of the Key Holders,] [Our ref DLK\660390\4477549v1 Direct tel +852 2971 3005 Email jenny.nip@maplesandcalder.com Subject to review and amendment Jiayuan.com International Room1005, Changxin Building No.39 Anding Road Chaoyang District Beijing The Peoples Republic of China [ ] 2011 Dear Sirs Jiayuan.com International 1 Documents Reviewed For the purposes of this opinion, we have reviewed only originals,pies or final drafts] [77100.00003 May, 2011 Jiayuan.com International Room1005, Changxin Building No.39 Anding Road Chaoyang District, Beijing The Peoples Republic of China Ladies and Gentlemen: Very truly yours, 2 EX-8.2 a2203517zex-8_2.htm 7 EX-8.2] [LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL [Room1005, Changxin Building [], 2011 Dear Sir/Madam: 1. Opinion We are lawyers qualified in the Peoples Republic of China (the 4. Based upon and subject to the foregoing, we are of the opinion that the statements set forth under theption Taxation in the Registration Statement insofar theynstitute statement of tax] [JIAYUAN.COM INTERNATIONAL 2007 SHAREENTIVE PLAN Amended and Restated on March30 , 2011 1. PURPOSE OF PLAN 2. ELIGIBILITY 1 3. PLANMINISTRATION (a) determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive an award under this Plan; (c) approve the forms of awardreements (which need not be] [INDEMNIFICATIONREEMENTreementmpany Indemnitee This Indemnificationreement ( RECITALS A. Thempany and Indemnitee recognize thentinued difficulty in obtaining liability insurance for its directors, officers, employees,ents and fiduciaries, the significantreases in thest of such insurance and the general reductions in theverage of such insurance. B.] [CONFIDENTIALITY AND NON-COMPETITIONREEMENT Thisreement is made on , by and between the following Parties in , Peoples Republic of China (China): Party A: Legal representative: Party B: ID:dress: WHEREAS: 1.nfidential Business Information (see below for definition) is the important intangibleset of Party A, and any disclosure of them willuse immeasurable loss to Party A.] [EMPLOYMENTNTRACT Labor Law of the Peoples Republic of China Employmentntract Law of the Peoples Republic of China In accordance with the Basic Information of the Parties to This Employmentntact Party A Legal Representative (principal) or Authorized Representative Registereddress Place of Business Party B Gender Telephone: Household Type (urban or rural)] [Confidential RESTATED EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT By and between SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGYLTD. A nd MIYUAN ( SHANGHAI ) I NFORMATION TECHNOLOGYLTD. January25, 2011 RESTATED EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT Registereddress: Room1114, No.1, Lane 127, Guotai Road, Yangpu District, Shanghai Legal representative: Yongqiang QIAN (B)] [Confidential EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT By and between SHANGHAI SHIJI JIAYUAN MATCHMAKING SERVICE CENTER A nd MIYUAN ( SHANGHAI ) I NFORMATION TECHNOLOGYLTD. January25, 2011 EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT (A) SHANGHAI SHIJI JIAYUAN MATCHMAKING SERVICE CENTER ( Party A ) Registereddress: Room201, 202, 203, Building No.9, 970lian Road, Yangpu District, Shanghai] [COOPERATIVE OPERATIONREEMENT by and among MIYUAN ( SHANGHAI ) I NFORMATION TECHNOLOGYLTD. SHANGHAI HUAQIANSHU I NFORMATION TECHNOLOGYLTD. a nd SHANGHAI SHIJI JIAYUAN MATCHMAKING SERVICE CENTER January25, 2011 TABLE OFNTENT 1 .MPANY OPERATION 2 2 . APPOINTMENT OF MANAGEMENTMMITTEE MEMBERS AND KEY EMPLOYEES 5 3 .] [Confidential EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT By and between BEIJING HUAQIANSHU INFORMATION TECHNOLOGYLTD. A nd BEIJING MIYUAN I NFORMATION TECHNOLOGYLTD. February17 , 20 11 EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT (A) BEIJING HUAQIANSHU INFORMATION TECHNOLOGYLTD. ( Party A ) Registereddress: Room6552, Building No.3, 3 Xijing Road, High Tech Park, Shijingshan District Badachu, Beijing] [Confidential EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT By and between BEIJING SHIJI XIQUE INFORMATION TECHNOLOGYLTD. A nd BEIJING MIYUAN I NFORMATION TECHNOLOGYLTD. February17, 20 11 EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT (A) BEIJING SHIJI XIQUE INFORMATION TECHNOLOGYLTD. ( Party A ) Registereddress: Room6551, Building No.3, 3 Xijing Road, High Tech Park, Shijingshan District Badachu, Beijing] [Wholly-Owned Subsidiaries 1. Harperpital 2. Jiayuan Hong Kongrporation Limited, a Hong Kongmpany 3. Miyuan (Shanghai) Information TechnologyLtd., ampany 4. Beijing Miyuan Information TechnologyLtd., ampany 5. Shanghai Huaqianshu Information TechnologyLtd., ampany 6. Shanghai Shiji Jiayuan Matchmaking Service Center, a privately funded non-enterprise institution] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to the use in this Registration Statement on FormF-1 of Jiayuan.com International of our reportted March8, 2011, except for Note 19(c), (e)and (f)which are of April20, 2011, relating to thensolidated financial statements of Jiayuan.com International which appears in such Registration Statement. Wesonsent to the reference to] [Consent of iResearchnsulting April19, 2011 Jiayuan.com International Room1005, Changxin Building No.39 Anding Road Chaoyang District, Beijing The Peoples Republic of China Ladies and Gentlemen: iResearchnsulting furthernsents tolusion of information,ta and statements from the report entitled iResearch Report on China Onlineting Industry and Market (the Report) in thempanys Registration Statement and SEC Filings, and citation of] [April 20, 2011 Jiayuan.com International Room 1005, Changxin Building, 39 Anding Rd, Chaoyang District, Beijing, China. Subject:WRITTENNSENT OF AMERICAN APPRAISAL CHINA LIMITED In reaching our valuenclusions, we relied on the accuracy andmpleteness of the financial statements and otherta provided by thempany the equity shares of thempany] [April 18 , 2011 Jiayuan.com International Room1005, Changxin Building No.39 Anding Road Chaoyang District, Beijing The Peoples Republic of China (8610) 6442-8783 Ladies and Gentlemen: Sincerely yours, EX-23.7 a2203517zex-23_7.htm 22 EX-23.7] [April 18 , 2011 Jiayuan.com International Room1005, Changxin Building No.39 Anding Road Chaoyang District, Beijing The Peoples Republic of China (8610) 6442-8783 Ladies and Gentlemen: Sincerely yours, EX-23.8 a2203517zex-23_8.htm 23 EX-23.8] [JIAYUAN.COM INTERNATIONALDE OF BUSINESSNDUCT AND ETHICS I. Purpose Thisde is designed to deter wrongdoing and to promote: (i) honest and ethicalnduct,luding the ethical handling of actual or apparentnflicts of interest between personal and professional relationships; (ii) (iii)mpliance with applicable governmental laws, rulesand regulations;] [LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL LIMITED [Room1005, Changxin Building No.39 Anding Road, Chaoyang District Beijing 100029 the Peoples Republic of China] [ ], 2011 Dear Sir/Madam: 1. Opinion We are lawyers qualified in the Peoples Republic of China (the 2. 3. Documents In so acting, we have examined the Registration Statement, the originals orpies certified]

By | 2016-02-05T07:37:30+00:00 April 20th, 2011|Categories: Chinese Stocks, DATE, SEC Original|Tags: , , , , , |0 Comments
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