CTRP [CTRIP COM INTERNATIONAL] SC 13D/A: (Original Filing)

[Execution Version CONVERTIBLE NOTE PURCHASE AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and PRICELINE GROUP TREASURY COMPANY B.V. Dated as of September 6, 2016 Table of Contents ARTICLE I Definitions and Interpretation 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules of Construction 5 ARTICLE II PURCHASE AND SALE OF THE NOTE 6] [EXECUTION VERSION SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Company (2) Purchaser Parent Party Parties W I T N E S S E T H Registration Statement SEC Securities Act ADSs Ordinary Shares Offering WHEREAS, the Company has filed a registration statement on Form F-3 (File No. 333-208399, the “ Regulation D NOW, THEREFORE, in consideration of the] []

By | 2016-09-20T02:48:23+00:00 September 19th, 2016|Categories: Chinese Stocks, CTRP, SEC Original|Tags: , , , , , |0 Comments

ACTS [Actions Semiconductor] SC 13D/A: (Original Filing)

[Execution Version AGREEMENT AND PLAN OF MERGER among SUPERNOVA INVESTMENT LTD., STARMAN LIMITED and ACTIONS SEMICONDUCTOR CO., LTD. Dated as of September 12, 2016 TABLE OF CONTENTS Page Article I THE MERGER 2 Section 1.01 The Merger 2 Section 1.02 Closing; Closing Date 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 3 Section 1.05 Memorandum and] [Execution Version VOTING AND SUPPORT AGREEMENT Agreement Parent Merger Sub Merger Agreement Company This Voting and Support Agreement (this “ Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement. Consortium Agreement Merger WHEREAS, as representative of the Rollover Shareholders, Parent has entered into the Merger Agreement, which provides, among] [CUSIP No. 00507E107 1. Names of Reporting Persons Surrey Glory Investments Inc. 2. Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ 3. SEC Use Only 4. Source of Funds OO 5. ☐ 6. Citizenship or Place of Organization British Virgin Islands Number of]

By | 2016-09-17T12:27:51+00:00 September 16th, 2016|Categories: ACTS, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments

ACTS [Actions Semiconductor] SC 13D/A: Execution Version AGREEMENT AND PLAN OF MERGER among

[Execution Version AGREEMENT AND PLAN OF MERGER among SUPERNOVA INVESTMENT LTD., STARMAN LIMITED and ACTIONS SEMICONDUCTOR CO., LTD. Dated as of September 12, 2016 TABLE OF CONTENTS Page Article I THE MERGER 2 Section 1.01 The Merger 2 Section 1.02 Closing; Closing Date 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 3 Section 1.05 Memorandum and] [Execution Version VOTING AND SUPPORT AGREEMENT Agreement Parent Merger Sub Merger Agreement Company This Voting and Support Agreement (this “ Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement. Consortium Agreement Merger WHEREAS, as representative of the Rollover Shareholders, Parent has entered into the Merger Agreement, which provides, among] [CUSIP No. 00507E107 1. Names of Reporting Persons Surrey Glory Investments Inc. 2. Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ 3. SEC Use Only 4. Source of Funds OO 5. ☐ 6. Citizenship or Place of Organization British Virgin Islands Number of]

By | 2016-09-17T12:29:00+00:00 September 16th, 2016|Categories: ACTS, Chinese Stocks, Webplus ver|Tags: , , , , , |0 Comments

CTRP [CTRIP COM INTERNATIONAL] SC 13D/A: (Original Filing)

[EXECUTION VERSION SHARE PURCHASE AGREEMENT BY AND BETWEEN BAIDU HOLDINGS LIMITED and MOMENTUM STRATEGIC HOLDINGS, L.P. Dated as of June 29, 2016 TABLE OF CONTENTS Page ARTICLE I Definitions 1 Section 1.1 Certain Definitions 1 Section 1.2 Interpretation and Rules of Construction 5 ARTICLE II Sale and Purchase of Shares 6 Section 2.1 Sale and Purchase of Shares 6 Section] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Ctrip.com International, Ltd. Company (2) Purchaser Party Parties Baidu Holdings Limited (the “ W I T N E S S E T H Registration Statement SEC Securities Act ADS Ordinary Shares Offering WHEREAS, the Company has filed a registration statement on Form F-3 (File No. 333-208399, the “ NOW, THEREFORE, in] [SCHEDULE 13D (Amendment No. 3)* CTRIP.COM INTERNATIONAL, LTD. (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) 22943F100** (CUSIP Number) Jennifer Xinzhe Li, Chief Financial Officer Telephone: +(86 10) 5992-8888 Email: ir@baidu.com Facsimile: +(86 10) 5992-0000 Baidu Campus No. 10 Shangdi 10th Street, Haidian District, Beijing 100085 The People's Republic of China (Name, Address]

By | 2016-09-17T11:50:37+00:00 September 14th, 2016|Categories: Chinese Stocks, CTRP, SEC Original|Tags: , , , , , |0 Comments

CTRP [CTRIP COM INTERNATIONAL] SC 13D/A: EXECUTION VERSION SHARE PURCHASE AGREEMENT BY AND BETWEEN

[EXECUTION VERSION SHARE PURCHASE AGREEMENT BY AND BETWEEN BAIDU HOLDINGS LIMITED and MOMENTUM STRATEGIC HOLDINGS, L.P. Dated as of June 29, 2016 TABLE OF CONTENTS Page ARTICLE I Definitions 1 Section 1.1 Certain Definitions 1 Section 1.2 Interpretation and Rules of Construction 5 ARTICLE II Sale and Purchase of Shares 6 Section 2.1 Sale and Purchase of Shares 6 Section] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Ctrip.com International, Ltd. Company (2) Purchaser Party Parties Baidu Holdings Limited (the “ W I T N E S S E T H Registration Statement SEC Securities Act ADS Ordinary Shares Offering WHEREAS, the Company has filed a registration statement on Form F-3 (File No. 333-208399, the “ NOW, THEREFORE, in] [SCHEDULE 13D (Amendment No. 3)* CTRIP.COM INTERNATIONAL, LTD. (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) 22943F100** (CUSIP Number) Jennifer Xinzhe Li, Chief Financial Officer Telephone: +(86 10) 5992-8888 Email: ir@baidu.com Facsimile: +(86 10) 5992-0000 Baidu Campus No. 10 Shangdi 10th Street, Haidian District, Beijing 100085 The People's Republic of China (Name, Address]

By | 2016-09-17T11:52:05+00:00 September 14th, 2016|Categories: Chinese Stocks, CTRP, Webplus ver|Tags: , , , , , |0 Comments

BIDU [Baidu] SC 13D/A: (Original Filing)

[EXECUTION VERSION SHARE PURCHASE AGREEMENT BY AND BETWEEN BAIDU HOLDINGS LIMITED and MOMENTUM STRATEGIC HOLDINGS, L.P. Dated as of June 29, 2016 TABLE OF CONTENTS Page ARTICLE I Definitions 1 Section 1.1 Certain Definitions 1 Section 1.2 Interpretation and Rules of Construction 5 ARTICLE II Sale and Purchase of Shares 6 Section 2.1 Sale and Purchase of Shares 6 Section] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Ctrip.com International, Ltd. Company (2) Purchaser Party Parties Baidu Holdings Limited (the “ W I T N E S S E T H Registration Statement SEC Securities Act ADS Ordinary Shares Offering WHEREAS, the Company has filed a registration statement on Form F-3 (File No. 333-208399, the “ NOW, THEREFORE, in] [SCHEDULE 13D (Amendment No. 3)* CTRIP.COM INTERNATIONAL, LTD. (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) 22943F100** (CUSIP Number) Jennifer Xinzhe Li, Chief Financial Officer Telephone: +(86 10) 5992-8888 Email: ir@baidu.com Facsimile: +(86 10) 5992-0000 Baidu Campus No. 10 Shangdi 10th Street, Haidian District, Beijing 100085 The People's Republic of China (Name, Address]

BIDU [Baidu] SC 13D/A: EXECUTION VERSION SHARE PURCHASE AGREEMENT BY AND BETWEEN

[EXECUTION VERSION SHARE PURCHASE AGREEMENT BY AND BETWEEN BAIDU HOLDINGS LIMITED and MOMENTUM STRATEGIC HOLDINGS, L.P. Dated as of June 29, 2016 TABLE OF CONTENTS Page ARTICLE I Definitions 1 Section 1.1 Certain Definitions 1 Section 1.2 Interpretation and Rules of Construction 5 ARTICLE II Sale and Purchase of Shares 6 Section 2.1 Sale and Purchase of Shares 6 Section] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Ctrip.com International, Ltd. Company (2) Purchaser Party Parties Baidu Holdings Limited (the “ W I T N E S S E T H Registration Statement SEC Securities Act ADS Ordinary Shares Offering WHEREAS, the Company has filed a registration statement on Form F-3 (File No. 333-208399, the “ NOW, THEREFORE, in] [SCHEDULE 13D (Amendment No. 3)* CTRIP.COM INTERNATIONAL, LTD. (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) 22943F100** (CUSIP Number) Jennifer Xinzhe Li, Chief Financial Officer Telephone: +(86 10) 5992-8888 Email: ir@baidu.com Facsimile: +(86 10) 5992-0000 Baidu Campus No. 10 Shangdi 10th Street, Haidian District, Beijing 100085 The People's Republic of China (Name, Address]

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