[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 AND PLAN OF MERGER among ORIENT TM PARENT LIMITED, ORIENT TM MERGER LIMITED and TAOMEE HOLDINGS LIMITED Dated as of December 11, 2015 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 Effects of the Merger 2 Section 1.05 Memorandum and Articles] [Execution Version EQUITY COMMITMENT LETTER December 11, 2015 Orient TM Parent Limited 36/F, Building No. 2, Orient International Financial Plaza 318 South Zhongshan Road Shanghai 200010 Peoples Republic of China Ladies and Gentlemen: Merger Agreement Company Parent Merger Sub Equity Commitment Letter We refer to the Agreement and Plan of Merger dated as of the date hereof (as may be] [Execution Version ROLLOVER AND SUPPORT AGREEMENT Agreement Parent Company Schedule A Shareholder Shareholders This ROLLOVER AND SUPPORT AGREEMENT (this Merger Sub Merger Agreement Merger WHEREAS, Parent, Orient TM Merger 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 Securities WHEREAS,] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this Mr. Wang Joy Union Guarantor Guarantors Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this Mr. Cheng Charming China Guarantor Guarantors Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this Guarantor Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty 2 3. 3 4. No] [Joint Filing Agreement [Remainder of Page Intentionally Left Blank] Benson Haibing Wang Joy Union Holdings Limited Roc Yunpeng Cheng] []
[AGREEMENT AND PLAN OF MERGER among ORIENT TM PARENT LIMITED, ORIENT TM MERGER LIMITED and TAOMEE HOLDINGS LIMITED Dated as of December 11, 2015 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 Effects of the Merger 2 Section 1.05 Memorandum and Articles] [Execution Version EQUITY COMMITMENT LETTER December 11, 2015 Orient TM Parent Limited 36/F, Building No. 2, Orient International Financial Plaza 318 South Zhongshan Road Shanghai 200010 Peoples Republic of China Ladies and Gentlemen: Merger Agreement Company Parent Merger Sub Equity Commitment Letter We refer to the Agreement and Plan of Merger dated as of the date hereof (as may be] [Execution Version ROLLOVER AND SUPPORT AGREEMENT Agreement Parent Company Schedule A Shareholder Shareholders This ROLLOVER AND SUPPORT AGREEMENT (this Merger Sub Merger Agreement Merger WHEREAS, Parent, Orient TM Merger 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 Securities WHEREAS,] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this Mr. Wang Joy Union Guarantor Guarantors Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this Mr. Cheng Charming China Guarantor Guarantors Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this Guarantor Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty 2 3. 3 4. No] [Joint Filing Agreement [Remainder of Page Intentionally Left Blank] Benson Haibing Wang Joy Union Holdings Limited Roc Yunpeng Cheng] []
[AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER Amendment Parent Merger Sub Company Party Parties AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, dated as of December 20, 2015 (this “ Original Agreement Merger WHEREAS, the Parties have entered into that certain Agreement and Plan of Merger (the “ WHEREAS, the Parties desire to amend Section] []
[Joint Filing Agreement SKILLGREAT LIMITED VANTAGE GLOBAL HOLDINGS LTD DONG YU] [Execution Version DONG YU 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China Facsimile: 86 10 56310828 Email: yudong@bonafilm.cn December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China Re: Equity Commitment Letter Ladies] [Execution Version SUPPORT AGREEMENT Agreement Parent Company Schedule A Section 2.5 Schedule B Rollover Securityholder Rollover Securityholders This SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger WHEREAS, Parent, Mountain Tiger Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“ Section 2.5 Uranus Schedule A Schedule B] [Execution Version Dated the 25th day of November 2015 (1) SKILLGREAT LIMITED (the “Issuer”) VANTAGE GLOBAL HOLDINGS LTD (2) (“Vantage”) URANUS CONNECTION LIMITED (3) (the “Investor”) AND 于冬 (4) YU DONG ( (the “Founder”) LOAN AGREEMENT CONTENTS Clause Page 1. INTERPRETATION 1 2. INVESTMENT 6 3. CONDITIONS PRECEDENT 6 4. 8 5. CLOSING 8 6. UNDERTAKINGS AND COVENANTS 9 7.] [dated 2015 November 30, Between SKILLGREAT LIMITED as Chargor and URANUS CONNECTION LIMITED as Chargee SHARE CHARGE Relating to certain ordinary shares in Bona Film Group Limited WARNING THE TAKING OR SENDING BY ANY PERSON OF AN ORIGINAL OF THIS DOCUMENT INTO THE CAYMAN ISLANDS MAY GIVE RISE TO THE IMPOSITION OF CAYMAN ISLANDS STAMP DUTY TABLE OF CONTENTS Clause] [Execution Version INTERIM INVESTORS AGREEMENT Agreement Parent Merger Sub This Interim Investors Agreement (the “ RECITALS Company Merger Agreement Merger WHEREAS, on the date hereof, Bona Film Group Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “ Equity Investors Equity Commitment Letter Equity Commitment Letters Equity Commitment Equity Commitments Rollover Investors, Investors] [Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this “ Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought] [FROM: SKILLGREAT LIMITED VANTAGE GLOBAL HOLDINGS LTD 于冬 YU DONG ( TO: You URANUS CONNECTION LIMITED (“ Dear Sirs, Re: Exchange Right Note We refer to the US$55,695,651.88 SECURED AND GUARANTEED EXCHANGEABLE NOTE DUE 2018 (the “ Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the Note. 1.1 Pre-Closing Exchange Period Section] []
[Execution Version INTERIM INVESTORS AGREEMENT Agreement Parent Merger Sub This Interim Investors Agreement (the RECITALS Company Merger Agreement Merger WHEREAS, on the date hereof, Bona Film Group Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the Equity Investors Equity Commitment Letter Equity Commitment Letters Equity Commitment Equity Commitments Rollover Investors, Investors] [Execution Version SUPPORT AGREEMENT Agreement Parent Company Schedule A Section 2.5 Schedule B Rollover Securityholder Rollover Securityholders This SUPPORT AGREEMENT (this Merger Sub Merger Agreement Merger WHEREAS, Parent, Mountain Tiger Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent ( Section 2.5 Uranus Schedule A Schedule B] [Execution Version URANUS CONNECTION LIMITED 17/F, CITIC Securities Tower No. 48 Liangmaqiao Road, Chaoyang District Beijing, China, 100026 Attention: Yao SUN Facsimile: +86 (10) 6083-7899 Email: sunyao@citicgs.com December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 Peoples Republic of China Re: Equity Commitment Letter Ladies and Gentlemen:] [Execution Version ALIBABA PICTURES GROUP LIMITED 26/F, Tower One, Times Square 1 Matheson Street, Causeway Bay, Hong Kong Attention: Ms. Karen Xu / Mr. William Ng Fax: +852 2215 5200 Email: karen.xu@alibabapictures.com / william.ng@alibaba-inc.com December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 Peoples Republic of China] [Execution Version DONG YU 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 Peoples Republic of China Facsimile: 86 10 56310828 Email: yudong@bonafilm.cn December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 Peoples Republic of China Re: Equity Commitment Letter Ladies] [Execution Version ORIENTAL POWER HOLDINGS LIMITED 29F, Three Pacific Place, No. 1 Queens Road East Wanchai, Hong Kong Attention: Compliance and Transactions Department Facsimile: 852 2520 1148 Email: legalnotice@tencent.com with a copy to Tencent Building, Keji Zhongyi Avenue Hi-tech Park, Nanshan District Shenzhen 518057, PRC Attention: Mergers and Acquisitions Department Email: PD_Support@tencent.com December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F,] [Execution Version ZHANSHAN XIE c/o Global Incorporations Limited Suite 1107, Office Tower C1, Oriental Plaza No.1 East Chang An Avenue Beijing 100738, China Facsimile: +86 10 8525 5544 Email: xie550713@163.com December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 Peoples Republic of China Re: Equity Commitment Letter] [Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought] [LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted] [Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought] [Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought] [Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought] [SCHEDULE 13D/A CUSIP No. 09777B107 Page 2 of 15 1. Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) SEQUOIA CAPITAL CHINA I, L.P. IRS Identification No. 20-3514012 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) OO 5. ¨]
[DIRECTORS AND EXECUTIVE OFFICERS OF EACH REPORTING PERSON, PERSONS CONTROLLING ANY REPORTING PERSON AND EXECUTIVE OFFICERS AND DIRECTORS OF The name, business address, present principal employment and citizenship of each director and executive officer of Orrick Investments Limited is set forth below. Orrick Investments Limited Name Business Address Present Principal Employment Citizenship Pan Donghui No.2 East Fuxing Road, Shanghai, China] [SUPPORT AGREEMENT Agreement This SUPPORT AGREEMENT (this Parent Company Schedule A Section 2.5 Schedule B Rollover Securityholder Rollover Securityholder s WHEREAS, Parent, Merger Sub Merger Agreement Merger WHEREAS, as of the date hereof, Section 2.5 Uranus Schedule A Schedule B Owned Securities Securities WHEREAS, in connection with the consummation of the Merger, each Rollover Securityholder agrees to (a) the] [INTERIM INVESTORS AGREEMENT Agreement Parent Merger Sub This Interim Investors Agreement (the RECITALS Company Merger Agreement Merger WHEREAS, on the date hereof, Bona Film Group Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the Equity Investors Equity Commitment Letter Equity Commitment Letters Equity Commitment Equity Commitments Rollover Investors, Investors Support Agreement] []
[DIRECTORS AND EXECUTIVE OFFICERS OF EACH REPORTING PERSON, PERSONS CONTROLLING ANY REPORTING PERSON AND EXECUTIVE OFFICERS AND DIRECTORS OF The name, business address, present principal employment and citizenship of each director and executive officer of Orrick Investments Limited is set forth below. Orrick Investments Limited Name Business Address Present Principal Employment Citizenship Pan Donghui No.2 East Fuxing Road, Shanghai, China] [SUPPORT AGREEMENT Agreement This SUPPORT AGREEMENT (this Parent Company Schedule A Section 2.5 Schedule B Rollover Securityholder Rollover Securityholder s WHEREAS, Parent, Merger Sub Merger Agreement Merger WHEREAS, as of the date hereof, Section 2.5 Uranus Schedule A Schedule B Owned Securities Securities WHEREAS, in connection with the consummation of the Merger, each Rollover Securityholder agrees to (a) the] [INTERIM INVESTORS AGREEMENT Agreement Parent Merger Sub This Interim Investors Agreement (the RECITALS Company Merger Agreement Merger WHEREAS, on the date hereof, Bona Film Group Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the Equity Investors Equity Commitment Letter Equity Commitment Letters Equity Commitment Equity Commitments Rollover Investors, Investors Support Agreement] []
[Joint Filing Agreement SKILLGREAT LIMITED VANTAGE GLOBAL HOLDINGS LTD DONG YU] [Execution Version DONG YU 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China Facsimile: 86 10 56310828 Email: yudong@bonafilm.cn December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China Re: Equity Commitment Letter Ladies] [Execution Version SUPPORT AGREEMENT Agreement Parent Company Schedule A Section 2.5 Schedule B Rollover Securityholder Rollover Securityholders This SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger WHEREAS, Parent, Mountain Tiger Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“ Section 2.5 Uranus Schedule A Schedule B] [Execution Version Dated the 25th day of November 2015 (1) SKILLGREAT LIMITED (the “Issuer”) VANTAGE GLOBAL HOLDINGS LTD (2) (“Vantage”) URANUS CONNECTION LIMITED (3) (the “Investor”) AND 于冬 (4) YU DONG ( (the “Founder”) LOAN AGREEMENT CONTENTS Clause Page 1. INTERPRETATION 1 2. INVESTMENT 6 3. CONDITIONS PRECEDENT 6 4. 8 5. CLOSING 8 6. UNDERTAKINGS AND COVENANTS 9 7.] [dated 2015 November 30, Between SKILLGREAT LIMITED as Chargor and URANUS CONNECTION LIMITED as Chargee SHARE CHARGE Relating to certain ordinary shares in Bona Film Group Limited WARNING THE TAKING OR SENDING BY ANY PERSON OF AN ORIGINAL OF THIS DOCUMENT INTO THE CAYMAN ISLANDS MAY GIVE RISE TO THE IMPOSITION OF CAYMAN ISLANDS STAMP DUTY TABLE OF CONTENTS Clause] [Execution Version INTERIM INVESTORS AGREEMENT Agreement Parent Merger Sub This Interim Investors Agreement (the “ RECITALS Company Merger Agreement Merger WHEREAS, on the date hereof, Bona Film Group Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “ Equity Investors Equity Commitment Letter Equity Commitment Letters Equity Commitment Equity Commitments Rollover Investors, Investors] [Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this “ Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought] [FROM: SKILLGREAT LIMITED VANTAGE GLOBAL HOLDINGS LTD 于冬 YU DONG ( TO: You URANUS CONNECTION LIMITED (“ Dear Sirs, Re: Exchange Right Note We refer to the US$55,695,651.88 SECURED AND GUARANTEED EXCHANGEABLE NOTE DUE 2018 (the “ Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the Note. 1.1 Pre-Closing Exchange Period Section] []
[SECOND AMENDED AND RESTATED CONSORTIUM AGREEMENT Agreement CNshangquan Chinaequity HK ChinaEquity Party Parties THIS SECOND AMENDED AND RESTATED CONSORTIUM AGREEMENT is made on December 17, 2015 (the “ Leading Capital Original Consortium Agreement Proposal Target Board Target Transaction Exchange Act WHEREAS, on July 21, 2015, CNshangquan and Leading Capital Co. Ltd. (“ Amended and Restated Agreement WHEREAS, ChinaEquity intended to] [CNshangquan Limited 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. ¨ Number of Shares Beneficially Owned by Each Reporting Person With: 6. Citizenship or Place of Organization British Virgin Islands 7. Sole Voting Power 8. Shared Voting Power 9.]
