KZ [KONGZHONG] SC 13D/A:
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[(1) Names of reporting persons: Shah Capital Management (2) Check the appropriate box if a member of a group: (a) (b) (3) SEC use only (4) Source of funds (see instructions) OO to Items 2(d) or 2(e) of Schedule 13D N/A (6) Citizenship or place of organization NORTH CAROLINA Number of shares beneficially owned by each reporting person with: (7)]
[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] [ChinaEquity USD Fortune Co., Ltd. 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 6. Citizenship or Place of Organization British Virgin Islands Beneficially Owned by 7. Sole Voting Power Reporting 8. Shared Voting Power 1 36,464,575]
[(1) Names of reporting persons: Shah Capital Management (2) Check the appropriate box if a member of a group: (a) (b) (3) SEC use only (4) Source of funds (see instructions) OO to Items 2(d) or 2(e) of Schedule 13D N/A (6) Citizenship or place of organization NORTH CAROLINA Number of shares beneficially owned by each reporting person with: (7)]
[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] [ChinaEquity USD Fortune Co., Ltd. 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 6. Citizenship or Place of Organization British Virgin Islands Beneficially Owned by 7. Sole Voting Power Reporting 8. Shared Voting Power 1 36,464,575]
[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.]
[EXECUTION COPY AMENDMENT TO BRIDGE LOAN AGREEMENT Amendment Company Lender This AMENDMENT dated as of December 11, 2015 (this “ Agreement Loan Note WHEREAS, the parties wish to amend or restructure certain terms of the Loan and the Note, as set forth herein. NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein and in the] [ACT 58.COM INC. CONVERTIBLE PROMISSORY NOTE US$275,000,000.00 December 11, 2015 Note Loan Agreement This Convertible Promissory Note (this “ Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned them in the Loan Agreement. Repayment and Prepayment 1. Maturity Date (b) Interest shall be computed on the basis of a year having 365 days and actual] []
[EXECUTION VERSION CONVERTIBLE NOTE PURCHASE AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and PRICELINE GROUP TREASURY COMPANY B.V. Dated as of December 9, 2015 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 Section 2.1 Sale and Issuance of] [EXECUTION VERSION THIRD AMENDED AND RESTATED STANDSTILL AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and THE PRICELINE GROUP INC. Dated as of December 9, 2015 i TABLE OF CONTENTS Article I Definitions and Interpretation 2 Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 6 Article II Standstill 7 Section 2.1 Standstill 7 Section 2.2 Exceptions to Standstill] []
[EXECUTION VERSION CONVERTIBLE NOTE PURCHASE AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and PRICELINE GROUP TREASURY COMPANY B.V. Dated as of December 9, 2015 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 Section 2.1 Sale and Issuance of] [EXECUTION VERSION THIRD AMENDED AND RESTATED STANDSTILL AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and THE PRICELINE GROUP INC. Dated as of December 9, 2015 i TABLE OF CONTENTS Article I Definitions and Interpretation 2 Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 6 Article II Standstill 7 Section 2.1 Standstill 7 Section 2.2 Exceptions to Standstill] []
[SCHEDULE 13D (Amendment No. 1 )* 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,]