[13D CUSIP No. 81941U105 (1) Name of reporting person Hao Ding International Limited (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, AF, OO (5) ¨ (6) Citizenship or place of organization The British Virgin Islands Number of shares beneficially owned by]
[AMENDED JOINT FILING AGREEMENT This Amended Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement. FOCUS MEDIA HOLDING LIMITED Jason Nanchun Jiang Chief Executive Officer JJ MEDIA INVESTMENT HOLDING LIMITED] [April 2 , 2015 VisionChina Media Inc. 1/F Block No.7 Champs Elysees Nongyuan Road, Futian District Shenzhen 518040 The Peoples Republic of China Attn: Minghua Zhou Re: VisionChina Shareholders Agreement dated as of January 13, 2011 Dear Sir: Reference is made to the SHAREHOLDERS AGREEMENT, dated as of January 13, 2011 (the Agreement), among VISIONCHINA MEDIA INC. (the Company), FOCUS] [INSTRUMENT OF TRANSFER Focus Media Holding Limited , a company organized under the laws of the Cayman Islands Transferor (the , for value received, does hereby assign and transfer to Focus Media Investment Limited , a company organized under the laws of the British Virgin Islands with an address of P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola,] []
[AMENDED JOINT FILING AGREEMENT This Amended Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement. FOCUS MEDIA HOLDING LIMITED Jason Nanchun Jiang Chief Executive Officer JJ MEDIA INVESTMENT HOLDING LIMITED] [April 2 , 2015 VisionChina Media Inc. 1/F Block No.7 Champs Elysees Nongyuan Road, Futian District Shenzhen 518040 The Peoples Republic of China Attn: Minghua Zhou Re: VisionChina Shareholders Agreement dated as of January 13, 2011 Dear Sir: Reference is made to the SHAREHOLDERS AGREEMENT, dated as of January 13, 2011 (the Agreement), among VISIONCHINA MEDIA INC. (the Company), FOCUS] [INSTRUMENT OF TRANSFER Focus Media Holding Limited , a company organized under the laws of the Cayman Islands Transferor (the , for value received, does hereby assign and transfer to Focus Media Investment Limited , a company organized under the laws of the British Virgin Islands with an address of P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola,] []
[Joint Filing Agreement Orient Finance Holdings (Hong Kong) Limited Guan Ning Chief Executive Officer Orient Hongtai (Hong Kong) Limited Chen Bo Director TonSung Holdings Limited Yuntao Ma Director Orient Zhisheng Investment Center (Shanghai) L.P. By Orient Hongtai Capital Management (Shanghai) Co., Ltd., its general partner Chen Bo Director By Orient Securities Capital Company Limited, its general partner Jin Wenzhong Chairman] [CUSIP No. 81941U105 (1) Name of reporting person Orient Finance Holdings (Hong Kong) Limited (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) AF, BK (5) ¨ (6) Citizenship or place of organization Hong Kong Number of shares beneficially owned by each reporting]
[Hillhouse Capital Management, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ¨ (a) ¨ (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS AF (See Item 3) 5 ¨ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 17,160,451 Class B Ordinary Shares(1)]
[Joint Filing Agreement Orient Finance Holdings (Hong Kong) Limited Guan Ning Chief Executive Officer Orient Hongtai (Hong Kong) Limited Chen Bo Director TonSung Holdings Limited Yuntao Ma Director Orient Zhisheng Investment Center (Shanghai) L.P. By Orient Hongtai Capital Management (Shanghai) Co., Ltd., its general partner Chen Bo Director By Orient Securities Capital Company Limited, its general partner Jin Wenzhong Chairman] [CUSIP No. 81941U105 (1) Name of reporting person Orient Finance Holdings (Hong Kong) Limited (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) AF, BK (5) ¨ (6) Citizenship or place of organization Hong Kong Number of shares beneficially owned by each reporting]
[Hillhouse Capital Management, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ¨ (a) ¨ (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS AF (See Item 3) 5 ¨ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 17,160,451 Class B Ordinary Shares(1)]
[Joint Filing Agreement Zhongrong Investment Holdings (Hong Kong) Co., Ltd. Shengming Ma Director Zhongrong Shengda Investment Holdings (Hong Kong) Company Limited Shengming Ma Director Zhongrong Shengda Equity Investment Partnership Enterprise (Limited Partnership) Shengming Ma Chairman Ningxia Zhongyincashmere International Group Co., Ltd. Shengming Ma Chairman Ningxia Zhongrong Legend Equity Investment Partnership Enterprise (Limited Partnership) Shengming Ma Chairman Ningxia Silkroad Equity Investment] [CUSIP No. 81941U105 (1) Names of reporting persons Zhongrong Shengda Investment Holdings (Hong Kong) Company Limited (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 (5) ¨ (6) Citizenship or place of organization Hong Kong Number of shares beneficially owned by each]
[Joint Filing Agreement Yili Shengda Investment Holdings (Hong Kong) Company Limited Yingfeng Zhang Director Ningxia Yilida Capital Investment Limited Partnership Yingfeng Zhang Director Shanghai Yingfeng Investment Management Company Limited Yingfeng Zhang Director Yingfeng Zhang Zhengjun Equity Investment Partnership Enterprise (Limited Partnership) Yingfeng Zhang Director EX-7.01 2 d903410dex701.htm EX-7.01] [EXECUTION VERSION CONFIDENTIAL SUPPORT AGREEMENT Agreement Parent Company Schedule A Shareholder Shareholders This SUPPORT AGREEMENT (this Merger Sub Merger Agreement Merger WHEREAS, Parent, Capitalcorp Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Parent ( Shares ADSs Class A Shares Owned Shares Schedule A Securities WHEREAS, as of the date hereof, each Shareholder is the beneficial owner] [EXECUTION VERSION CONFIDENTIAL ADHERENCE AGREEMENT Agreement THIS ADHERENCE AGREEMENT (this New Sponsor Ningxia Zhongrong Legend Equity Investment Partnership Enterprise (Limited Partnership) RECITALS (A) Existing Parties Consortium Agreement Transaction Target NASDAQ On March 16, 2015, the parties listed at Schedule A (the (B) (C) The New Sponsor now wishes to participate in the Transaction contemplated under the Consortium Agreement,] [EXECUTION VERSION CONFIDENTIAL ADHERENCE AGREEMENT Agreement THIS ADHERENCE AGREEMENT (this New Sponsor Ningxia Silkroad Equity Investment Partnership Enterprise (Limited Partnership) RECITALS (A) Existing Parties Consortium Agreement Transaction Target NASDAQ On March 16, 2015, the parties listed at Schedule A (the (B) (C) The New Sponsor now wishes to participate in the Transaction contemplated under the Consortium Agreement, to] [EXECUTION VERSION CONFIDENTIAL ADHERENCE AGREEMENT Agreement THIS ADHERENCE AGREEMENT (this New Sponsor Ningxia Zhengjun Equity Investment Partnership Enterprise (Limited Partnership) RECITALS (A) Existing Parties Consortium Agreement Transaction Target NASDAQ On March 16, 2015, the parties listed at Schedule A (the (B) (C) The New Sponsor now wishes to participate in the Transaction contemplated under the Consortium Agreement, to] [EXECUTION VERSION CONFIDENTIAL April 3, 2015 Capitalhold Limited Address: No. 19, Lane 666, Zhangheng Road, Pudong New Area, Shanghai, China Attention: Yingfeng Zhang Address: Zhongyin Avenue, The Cashmere Industrial Park, Lingwu, Ningxia Province, China Attention: Xiaofei Chen Facsimile: +86 591 4519290 Ladies and Gentlemen: Sponsor Parent Company Merger Agreement Merger Sub Agreement Sponsor 2 Sponsor 3 Other Sponsor Commitment Letters] [EXECUTION VERSION CONFIDENTIAL April 3, 2015 Capitalhold Limited Address: No. 19, Lane 666, Zhangheng Road, Pudong New Area, Shanghai, China Attention: Yingfeng Zhang Address: Zhongyin Avenue, The Cashmere Industrial Park, Lingwu, Ningxia Province, China Attention: Xiaofei Chen Facsimile: +86 591 4519290 Ladies and Gentlemen: Sponsor Parent Company Merger Agreement Merger Sub Agreement Sponsor 2 Sponsor 3 Other Sponsor Commitment Letters] [EXECUTION VERSION CONFIDENTIAL April 3, 2015 Capitalhold Limited Address: No. 19, Lane 666, Zhangheng Road, Pudong New Area, Shanghai, China Attention: Yingfeng Zhang Address: Zhongyin Avenue, The Cashmere Industrial Park, Lingwu, Ningxia Province, China Attention: Xiaofei Chen Facsimile: +86 591 4519290 Ladies and Gentlemen: Sponsor Parent Company Merger Agreement Merger Sub Agreement Sponsor 2 Sponsor 3 Other Sponsor Commitment Letters] [CUSIP No. 81941U105 (1) Names of reporting persons Yili Shengda Investment Holdings (Hong Kong) Company Limited (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 (5) ¨ (6) Citizenship or place of organization The Peoples Republic of China Number of shares beneficially]
[SCHEDULE 13D/A CUSIP No. 88674Y 105 Page 2 of 8 1. Names of reporting persons MOJICA LIMITED 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. ¨ 6. Citizenship or place of organization British Virgin Islands Number of shares beneficially owned]
