[SCHEDULE 13D CUSIP No. 74734M109 Page 2 of 15 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) SEQUOIA CAPITAL CHINA UR HOLDINGS LIMITED I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A 2. Check the Appropriate Box if a Member of a Group (See Instructions) ¨ x (a) 3. SEC Use Only 4. Source of]
[SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT Agreement Company Buyer WHEREAS A. “Country Hill Share Subscription Agreement” pro rata ), if the Company proposes to issue new Shares or securities convertible into Shares, the Buyer has a pre-emptive right to subscribe for a Country Hill Pre-emptive Right” . In connection with the offering of the New Common Shares (as defined below),] [EXECUTION VERSION THIS SHARE PURCHASE AGREEMENT BETWEEN: (1) COUNTRY HILL LIMITED Vendor (2) CHINA INTEGRATED CIRCUIT INDUSTRY INVESTMENT FUND CO., LTD. (国家集成电路产业投资基金股份有限公司) Purchaser Parties Party (together, the “ WHEREAS: (A) 中芯國際集成電路制造有限公司 Company Semiconductor Manufacturing International Corporation ( (B) Sale Shares The Vendor as beneficial owner has agreed to sell and the Purchaser (through the Purchaser Nominee (as defined below)) has] []
[SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT Agreement Company Buyer WHEREAS A. “Country Hill Share Subscription Agreement” pro rata ), if the Company proposes to issue new Shares or securities convertible into Shares, the Buyer has a pre-emptive right to subscribe for a Country Hill Pre-emptive Right” . In connection with the offering of the New Common Shares (as defined below),] [EXECUTION VERSION THIS SHARE PURCHASE AGREEMENT BETWEEN: (1) COUNTRY HILL LIMITED Vendor (2) CHINA INTEGRATED CIRCUIT INDUSTRY INVESTMENT FUND CO., LTD. (国家集成电路产业投资基金股份有限公司) Purchaser Parties Party (together, the “ WHEREAS: (A) 中芯國際集成電路制造有限公司 Company Semiconductor Manufacturing International Corporation ( (B) Sale Shares The Vendor as beneficial owner has agreed to sell and the Purchaser (through the Purchaser Nominee (as defined below)) has] []
[TERMINATION AGREEMENT Agreement WP Sparkle Wealthy Parties Party This TERMINATION AGREEMENT (this “ RECITALS Share Purchase Agreement Shares WHEREAS, as of the date hereof, the Settlement Date (as defined in the Share Purchase Agreement) and the corresponding sale of Shares by WP to Sparkle Wealthy has not occurred; WHEREAS, the Parties hereto intend to terminate the Share Purchase Agreement in] []
[PRIVILEGED AND CONFIDENTIAL Execution Version AGREEMENT AND PLAN OF MERGER among MINAT ASSOCIATED CO., LTD., ChinaEquity Alliance Victory Co., Ltd., and Mecox lane limited Dated as of December 22, 2015 PRIVILEGED AND CONFIDENTIAL TABLE OF CONTENTS Page Article I Defined Terms Section 1.01 Certain Defined Terms 2 Section 1.02 Other Defined Terms 10 Section 1.03 Interpretation; Headings 11 Article II] [Confidential and Privileged Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party This Limited Guarantee, dated as of December 22, 2015 (this “ LIMITED GUARANTEE 1. Merger Agreement Parent Merger Sub Merger provided Cap (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party] [Confidential and Privileged Execution Version EQUITY COMMITMENT LETTER December 22, 2015 MINAT ASSOCIATED CO., LTD. Ladies and Gentlemen: 北京信中利投资股份有限公司 Sponsor Parent Company Merger Agreement Merger Sub Merger This letter agreement sets forth the commitment of 1. Equity Commitment (a) Section 1(b) Equity Commitment provided (b) 2. Conditions 3. Enforceability; Third-Party Beneficiary 4. No Modification; Entire Agreement provided that 5. Governing] [Confidential and Privileged Execution Version SUPPORT AGREEMENT Agreement Parent Shareholder Company This SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger WHEREAS, Parent, ChinaEquity Alliance Victory Co., Ltd., a Cayman Islands exempted company and a wholly-owned subsidiary of Parent (“ Shares ADSs Owned Shares Schedule A Owned Shares Securities WHEREAS, as of the date hereof, the Shareholder is the beneficial] [Confidential and Privileged Execution Version SUPPORT AGREEMENT Agreement Parent Shareholder Company This SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger WHEREAS, Parent, ChinaEquity Alliance Victory Co., Ltd., a Cayman Islands exempted company and a wholly-owned subsidiary of Parent (“ Shares ADSs Owned Shares Schedule A Owned Shares Securities WHEREAS, as of the date hereof, the Shareholder is the beneficial] []
[PRIVILEGED AND CONFIDENTIAL Execution Version AGREEMENT AND PLAN OF MERGER among MINAT ASSOCIATED CO., LTD., ChinaEquity Alliance Victory Co., Ltd., and Mecox lane limited Dated as of December 22, 2015 PRIVILEGED AND CONFIDENTIAL TABLE OF CONTENTS Page Article I Defined Terms Section 1.01 Certain Defined Terms 2 Section 1.02 Other Defined Terms 10 Section 1.03 Interpretation; Headings 11 Article II] [Confidential and Privileged Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party This Limited Guarantee, dated as of December 22, 2015 (this “ LIMITED GUARANTEE 1. Merger Agreement Parent Merger Sub Merger provided Cap (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party] [Confidential and Privileged Execution Version EQUITY COMMITMENT LETTER December 22, 2015 MINAT ASSOCIATED CO., LTD. Ladies and Gentlemen: 北京信中利投资股份有限公司 Sponsor Parent Company Merger Agreement Merger Sub Merger This letter agreement sets forth the commitment of 1. Equity Commitment (a) Section 1(b) Equity Commitment provided (b) 2. Conditions 3. Enforceability; Third-Party Beneficiary 4. No Modification; Entire Agreement provided that 5. Governing] [Confidential and Privileged Execution Version SUPPORT AGREEMENT Agreement Parent Shareholder Company This SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger WHEREAS, Parent, ChinaEquity Alliance Victory Co., Ltd., a Cayman Islands exempted company and a wholly-owned subsidiary of Parent (“ Shares ADSs Owned Shares Schedule A Owned Shares Securities WHEREAS, as of the date hereof, the Shareholder is the beneficial] [Confidential and Privileged Execution Version SUPPORT AGREEMENT Agreement Parent Shareholder Company This SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger WHEREAS, Parent, ChinaEquity Alliance Victory Co., Ltd., a Cayman Islands exempted company and a wholly-owned subsidiary of Parent (“ Shares ADSs Owned Shares Schedule A Owned Shares Securities WHEREAS, as of the date hereof, the Shareholder is the beneficial] []
[Advanced Semiconductor Engineering, Inc. Investor Relations Contact: Iris Wu, Manager irissh_wu@aseglobal.com Tel: +886.2.6636.5678 http://www.aseglobal.com December 22, 2015 ASE to Commence ROC and U.S. Tender Offers for Common Shares and ADSs of SPIL ASE ROC Offer U.S. Offer Tender Offer ADSs SPIL December 22, 2015 – Advanced Semiconductor Engineering, Inc. (TWSE Code: 2311, NYSE Code: ASX) (“ The ROC Offer will] []
[AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D/A AMC ENTERTAINMENT HOLDINGS, INC. Kevin M. Connor Senior Vice President, General Counsel & Secretary AMC ENTERTAINMENT INC. Kevin M. Connor Senior Vice President, General Counsel & Secretary AMERICAN MULTI-CINEMA, INC.] []
[AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D/A AMC ENTERTAINMENT HOLDINGS, INC. Kevin M. Connor Senior Vice President, General Counsel & Secretary AMC ENTERTAINMENT INC. Kevin M. Connor Senior Vice President, General Counsel & Secretary AMERICAN MULTI-CINEMA, INC.] []
