[I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). GSR Ventures II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) ¨ (a) x (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 ¨ 6 Cayman Islands CITIZENSHIP OR PLACE OF ORGANIZATION NUMBER OF SHARES BENE- OWNED BY PERSON WITH 7 SOLE VOTING POWER.]
[I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). GSR Ventures II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) ¨ (a) x (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 ¨ 6 Cayman Islands CITIZENSHIP OR PLACE OF ORGANIZATION NUMBER OF SHARES BENE- OWNED BY PERSON WITH 7 SOLE VOTING POWER.]
[January 30, 2016 The Board of Directors Sinovac Biotech Ltd. No. 39 Shangdi Xi Road, Haidian District, Beijing 100085 People’s Republic of China Dear Members of the Board of Directors Company Buyer Group Proposal Transaction 2 We believe that our Proposal provides a very attractive opportunity to the Company’s shareholders. Our Proposal represents a premium of approximately 23.11% to the] []
[January 30, 2016 The Board of Directors Sinovac Biotech Ltd. No. 39 Shangdi Xi Road, Haidian District, Beijing 100085 People’s Republic of China Dear Members of the Board of Directors Company Buyer Group Proposal Transaction 2 We believe that our Proposal provides a very attractive opportunity to the Company’s shareholders. Our Proposal represents a premium of approximately 23.11% to the] []
[EXECUTION VERSION SUPPORT AGREEMENT SUPPORT AGREEMENT Agreement Parent TCH C-Travel Ocean Luxuriant Investors Investor This RECITALS WHEREAS Merger Sub Company Merger Agreement Merger WHEREAS Interim Investors Agreement WHEREAS Ordinary Shares ADSs High-Vote Ordinary Shares Shares Securities WHEREAS Rollover Shares WHEREAS WHEREAS NOW, THEREFORE ARTICLE I Voting Expiration Time Section 1.1 (a) for the authorization and approval of the Merger Agreement,] [EXECUTION VERSION INTERIM INVESTORS AGREEMENT INTERIM INVESTORS AGREEMENT Agreement TCH C-Travel Seagull Ocean Principal Investors Luxuriant This 周荣 Management Investors Parent Merger Sub RECITALS WHEREAS Company Merger Agreement Merger WHEREAS Equity Commitment Letter Equity Commitment Letters Equity Commitment Equity Commitments WHEREAS Support Agreement Parent Shares WHEREAS LG Investors Limited Guarantee Limited Guarantees WHEREAS NOW THEREFORE AGREEMENT 1. AGREEMENTS AMONG THE] [EXECUTION VERSION LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party This Limited Guarantee (this 1. Limited Guarantee Merger Agreement Parent Merger Sub Merger provided Maximum Amount Schedule A Other Guarantor Other Guarantee 2. Nature Of Guarantee (a) provided Other Guarantees unless the Guaranteed Party offers to release the Guarantor under this Limited Guarantee in the same proportion or to amend] []
[Joint Filing Agreement [Remainder of this page has been left intentionally blank] th TCH SAPPHIRE LIMITED Ma Huateng Director TENCENT HOLDINGS LIMITED Ma Huateng Chairman of the Board TENCENT ASSET MANAGEMENT LIMITED] [EXECUTION VERSION EQUITY COMMITMENT LETTER Tencent Asset Management Limited February 4, 2016 China E-dragon Holdings Limited Ladies and Gentlemen: Merger Agreement Merger Sub Company Merger Other Sponsor Other Sponsor Equity Commitment Letter Sponsor 1. Commitment Contribution Commitment 2. Conditions 3. Limited Guarantee Limited Guarantee 2 4. Enforceability provided Section 6 Company Third Party Beneficiary Rights 5. No Modification; Entire Agreement] [EXECUTION VERSION SUPPORT AGREEMENT SUPPORT AGREEMENT Agreement Parent TCH C-Travel Ocean Luxuriant Investors Investor This RECITALS WHEREAS Merger Sub Company Merger Agreement Merger WHEREAS Interim Investors Agreement WHEREAS Ordinary Shares ADSs High-Vote Ordinary Shares Shares Securities WHEREAS Rollover Shares WHEREAS WHEREAS NOW, THEREFORE ARTICLE I Section 1.1 Voting Expiration Time (a) for the authorization and approval of the Merger Agreement,] [EXECUTION VERSION INTERIM INVESTORS AGREEMENT INTERIM INVESTORS AGREEMENT Agreement TCH C-Travel Seagull Ocean Principal Investors Luxuriant 周荣 Management Investors Parent Merger Sub This RECITALS WHEREAS Company Merger Agreement Merger WHEREAS Equity Commitment Letter Equity Commitment Letters Equity Commitment Equity Commitments WHEREAS Support Agreement Parent Shares WHEREAS LG Investors Limited Guarantee Limited Guarantees WHEREAS NOW THEREFORE AGREEMENT 1. AGREEMENTS AMONG THE] [EXECUTION VERSION LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party This Limited Guarantee (this “ 1. Limited Guarantee Merger Agreement Parent Merger Sub Merger provided Maximum Amount Equity Commitment Letter Schedule A Other Guarantor Other Guarantee 2. Nature Of Guarantee (a) provided This Limited Guarantee is an unconditional and continuing guarantee of payment, not of collection, and a separate action or] [SCHEDULE 13D (Amendment No. 3) eLong, Inc. (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) 290138205 (CUSIP Number) TCH Sapphire Limited c/o Tencent Holdings Limited 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong Telephone: +852 3148 5100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and]
[Joint Filing Agreement [Remainder of this page has been left intentionally blank] th TCH SAPPHIRE LIMITED Ma Huateng Director TENCENT HOLDINGS LIMITED Ma Huateng Chairman of the Board TENCENT ASSET MANAGEMENT LIMITED] [EXECUTION VERSION EQUITY COMMITMENT LETTER Tencent Asset Management Limited February 4, 2016 China E-dragon Holdings Limited Ladies and Gentlemen: Merger Agreement Merger Sub Company Merger Other Sponsor Other Sponsor Equity Commitment Letter Sponsor 1. Commitment Contribution Commitment 2. Conditions 3. Limited Guarantee Limited Guarantee 2 4. Enforceability provided Section 6 Company Third Party Beneficiary Rights 5. No Modification; Entire Agreement] [EXECUTION VERSION SUPPORT AGREEMENT SUPPORT AGREEMENT Agreement Parent TCH C-Travel Ocean Luxuriant Investors Investor This RECITALS WHEREAS Merger Sub Company Merger Agreement Merger WHEREAS Interim Investors Agreement WHEREAS Ordinary Shares ADSs High-Vote Ordinary Shares Shares Securities WHEREAS Rollover Shares WHEREAS WHEREAS NOW, THEREFORE ARTICLE I Section 1.1 Voting Expiration Time (a) for the authorization and approval of the Merger Agreement,] [EXECUTION VERSION INTERIM INVESTORS AGREEMENT INTERIM INVESTORS AGREEMENT Agreement TCH C-Travel Seagull Ocean Principal Investors Luxuriant 周荣 Management Investors Parent Merger Sub This RECITALS WHEREAS Company Merger Agreement Merger WHEREAS Equity Commitment Letter Equity Commitment Letters Equity Commitment Equity Commitments WHEREAS Support Agreement Parent Shares WHEREAS LG Investors Limited Guarantee Limited Guarantees WHEREAS NOW THEREFORE AGREEMENT 1. AGREEMENTS AMONG THE] [EXECUTION VERSION LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party This Limited Guarantee (this “ 1. Limited Guarantee Merger Agreement Parent Merger Sub Merger provided Maximum Amount Equity Commitment Letter Schedule A Other Guarantor Other Guarantee 2. Nature Of Guarantee (a) provided This Limited Guarantee is an unconditional and continuing guarantee of payment, not of collection, and a separate action or] [SCHEDULE 13D (Amendment No. 3) eLong, Inc. (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) 290138205 (CUSIP Number) TCH Sapphire Limited c/o Tencent Holdings Limited 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong Telephone: +852 3148 5100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and]
[EXECUTION VERSION SUPPORT AGREEMENT SUPPORT AGREEMENT Agreement Parent TCH C-Travel Ocean Luxuriant Investors Investor This RECITALS WHEREAS Merger Sub Company Merger Agreement Merger WHEREAS Interim Investors Agreement WHEREAS Ordinary Shares ADSs High-Vote Ordinary Shares Shares Securities WHEREAS Rollover Shares WHEREAS WHEREAS NOW, THEREFORE ARTICLE I Voting Expiration Time Section 1.1 (a) for the authorization and approval of the Merger Agreement,] [EXECUTION VERSION INTERIM INVESTORS AGREEMENT INTERIM INVESTORS AGREEMENT Agreement TCH C-Travel Seagull Ocean Principal Investors Luxuriant This 周荣 Management Investors Parent Merger Sub RECITALS WHEREAS Company Merger Agreement Merger WHEREAS Equity Commitment Letter Equity Commitment Letters Equity Commitment Equity Commitments WHEREAS Support Agreement Parent Shares WHEREAS LG Investors Limited Guarantee Limited Guarantees WHEREAS NOW THEREFORE AGREEMENT 1. AGREEMENTS AMONG THE] [EXECUTION VERSION LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party This Limited Guarantee (this 1. Limited Guarantee Merger Agreement Parent Merger Sub Merger provided Maximum Amount Schedule A Other Guarantor Other Guarantee 2. Nature Of Guarantee (a) provided Other Guarantees unless the Guaranteed Party offers to release the Guarantor under this Limited Guarantee in the same proportion or to amend] []
[EXECUTION VERSION SUPPORT AGREEMENT SUPPORT AGREEMENT Agreement Parent TCH C-Travel Ocean Luxuriant Investors Investor This RECITALS WHEREAS Merger Sub Company Merger Agreement Merger WHEREAS Interim Investors Agreement WHEREAS Ordinary Shares ADSs High-Vote Ordinary Shares Shares Securities WHEREAS Rollover Shares WHEREAS WHEREAS NOW, THEREFORE ARTICLE I Voting Expiration Time Section 1.1 (a) for the authorization and approval of the Merger Agreement,] [EXECUTION VERSION INTERIM INVESTORS AGREEMENT INTERIM INVESTORS AGREEMENT Agreement TCH C-Travel Seagull Ocean Principal Investors Luxuriant This 周荣 Management Investors Parent Merger Sub RECITALS WHEREAS Company Merger Agreement Merger WHEREAS Equity Commitment Letter Equity Commitment Letters Equity Commitment Equity Commitments WHEREAS Support Agreement Parent Shares WHEREAS LG Investors Limited Guarantee Limited Guarantees WHEREAS NOW THEREFORE AGREEMENT 1. AGREEMENTS AMONG THE] [EXECUTION VERSION LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party This Limited Guarantee (this 1. Limited Guarantee Merger Agreement Parent Merger Sub Merger provided Maximum Amount Schedule A Other Guarantor Other Guarantee 2. Nature Of Guarantee (a) provided Other Guarantees unless the Guaranteed Party offers to release the Guarantor under this Limited Guarantee in the same proportion or to amend] []
[EXECUTION VERSION CONSORTIUM AGREEMENT among CHUANWEI ZHANG LING WU FIRST WINDY INVESTMENT CORP. RICH WIND ENERGY THREE CORP. and GUANGZHOU HUIFU KAILE INVESTMENT (L.P.) SHANGHAI DAJUN GUANCHENG CAPITAL FUND Dated as of February 2, 2016 TABLE OF CONTENTS Page ARTICLE IPROPOSAL; DEBT FINANCING; SURVIVING COMPANY OWNERSHIP SECTION 1.01. Participation in Transaction 2 SECTION 1.02. Transaction Process 2 SECTION 1.03. Debt] [EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Among ZHONGSHAN RUISHENG ANTAI INVESTMENT CO., LTD REGAL CONCORD LIMITED, REGAL ALLY LIMITED and CHINA MING YANG WIND POWER GROUP LIMITED Dated as of February 2, 2016 TABLE OF CONTENTS Page ARTICLE I THE MERGER SECTION 1.01 The Merger 2 SECTION 1.02 Closing; Closing Date 2 SECTION 1.03 Effective Time 2 SECTION 1.04] [EXECUTION VERSION Chuanwei Zhang Ming Yang Industrial Park, 22 Torch Road Torch Development Zone, Zhongshan, Guangdong, P.R. China February 4, 2016 Regal Concord Limited Unit 201, 2/F, Malaysia Building 50 Gloucester Road Wanchai, Hong Kong Attention: Nana Wong Re: Equity Commitment Letter Ladies and Gentlemen: Founder Investor Parent Merger Agreement Company Holdco Merger Sub Merger Sponsor Investors Sponsor Equity Commitment] [EXECUTION VERSION Anhui Zhongan Xinzhao Private Equity Investment LLP February 4, 2016 Zhongshan Ruisheng Antai Investment Co., Ltd 25 West Jiangling Road, Torch Development Zone Zhongshan, China Re: Equity Commitment Letter Ladies and Gentlemen: Investor Holdco Merger Agreement Company Parent Merger Sub Merger Other Sponsor Investor Other Sponsor Equity Commitment Letter Founder Investor Founder Equity Commitment Letter Other Equity Commitment] [EXECUTION VERSION Guangzhou HYAF Fund Management Ltd. Company Guangzhou Huifu Kaile Investment (L.P.) Guangzhou Huiyin Bosen Investment (L.P.) February 2, 2016 Zhongshan Ruisheng Antai Investment Co., Ltd 25 West Jiangling Road, Torch Development Zone Zhongshan, China Re: Equity Commitment Letter Ladies and Gentlemen: Investor Holdco Merger Agreement Company Parent Merger Sub Merger Other Sponsor Investor Other Sponsor Equity Commitment Letter] [EXECUTION VERSION Shanghai Dajun Guancheng Capital Fund Shanghai Dajun Asset Management Fund Zhejiang Dajun Asset Management Company Limited Dajun Shengshi Selection Investment Fund 1601 Taikang International Building, No. 2 Wudinghou Street, Xicheng District, Beijing February 2, 2016 Zhongshan Ruisheng Antai Investment Co., Ltd 25 West Jiangling Road, Torch Development Zone Zhongshan, China Re: Equity Commitment Letter Ladies and Gentlemen: Investor] [China Construction Bank Debt Commitment Letter (Commitment Letter) With Respect to China Ming Yang Wind Power Group Limiteds Going-Private Transaction Cheng Bian Hao (2016) No. ZS001 To: Zhongshan Ruisheng Antai Investment Co., Ltd. This commitment shall remain valid for a period of one year, starting from the date hereof, and may be extended only upon our consent. During the commitment] [EXECUTION VERSION ROLLOVER AGREEMENT Agreement Parent Rollover Shareholder Company This ROLLOVER AGREEMENT (this RECITALS Merger Sub Merger Agreement Merger WHEREAS, concurrently herewith, Parent, Regal Ally Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent ( Shares Owned Shares Schedule A WHEREAS, as of the date hereof, the] [EXECUTION VERSION SUPPORT AGREEMENT by and among Regal Concord Limited and the Shareholders listed on Schedule A hereto Dated as of February 2, 2016 TABLE OF CONTENTS Page ARTICLE I GENERAL 2 Section 1.1. Defined Terms 2 ARTICLE II VOTING AND EXCLUSIVITY 5 Section 2.1. Agreement to Vote; Exclusivity 5 Section 2.2. Grant of Proxy 6 Section 2.3. Waiver of] [CUSIP No. 16951C108 1. Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only). Mr. Chuanwei Zhang 2. Check the appropriate box if a member of a group (see instructions) x ¨ (a) 3. SEC use Only 4. Source of funds (see instructions): BK, OO, PF 5.]
