[] [OFFER TO PURCHASE FOR CASH JUMEI INTERNATIONAL HOLDING LIMITED AT AND $20.00 PER AMERICAN DEPOSITARY SHARE BY JUMEI INVESTMENT HOLDING LIMITED SUPER ROI GLOBAL HOLDING LIMITED A WHOLLY OWNED SUBSIDIARY OF THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE EN]
[] [OFFER TO PURCHASE FOR CASH JUMEI INTERNATIONAL HOLDING LIMITED AT AND $20.00 PER AMERICAN DEPOSITARY SHARE BY JUMEI INVESTMENT HOLDING LIMITED SUPER ROI GLOBAL HOLDING LIMITED A WHOLLY OWNED SUBSIDIARY OF THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE EN]
[] [Offer to Purchase for Cash All Outstanding Shares of Common Stock of Entertainment Gaming Asia Inc. at $2.35 Net Per Share by EGT Nevada Holding Inc. a wholly owned indirect subsidiary of Melco International Development Limited THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TI]
[] [Offer to Purchase for Cash All Outstanding Shares of Common Stock of Entertainment Gaming Asia Inc. at $2.35 Net Per Share by EGT Nevada Holding Inc. a wholly owned indirect subsidiary of Melco International Development Limited THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TI]
[SCHEDULE TO (RULE 14d-100) Tender Offer Statement SILICONWARE PRECISION INDUSTRIES CO., LTD. (Name of Subject Company (Issuer)) ADVANCED SEMICONDUCTOR ENGINEERING, INC. (Offeror) American Depositary Shares, Each Representing Five Common Shares, (Title of Class of Securities) 827084864 (American Depositary Shares) (CUSIP Number of Class of Securities) TW0002325008 (Common Shares) (ISIN Number of Class of Securities) Joseph Tung (Name, Address and Telephone] [Shares, not including those tendered into the U.S. Offer or those represented by ADSs, such that we will acquire at least 5% of the issued and outstanding share capital of SPIL (the "Minimum Condition") and (ii) receipt of antitrust approval from the Taiwan Fair Trade Commission (the "TFTC Condition"). In addition, the U.S. Offer is subject to the conditions set] [QuickLinks -- Click here to rapidly navigate through this document ADS LETTER OF TRANSMITTAL To Tender American Depositary Shares of Siliconware Precision Industries Co., Ltd. by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY NO GUARANTEED DELIVERY Please deliver this properly completed and duly executed ADS Letter of Transmittal and] [QuickLinks -- Click here to rapidly navigate through this document COMMON SHARE FORM OF ACCEPTANCE To Tender Common Shares of Siliconware Precision Industries Co., Ltd. by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY TIME, ON FEBRUARY 16, 2016, UNLESS THE U.S. OFFER IS EXTENDED NO GUARANTEED DELIVERY Please deliver] [QuickLinks -- Click here to rapidly navigate through this document of Siliconware Precision Industries Co., Ltd. for by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY TIME, ON FEBRUARY 16, 2016, UNLESS THE U.S. OFFER IS EXTENDED Please note that The Depository Trust Company and its participants, including the custodians] [QuickLinks -- Click here to rapidly navigate through this document U.S. Offer to Purchase for Cash Outstanding American Depositary Shares and of Siliconware Precision Industries Co., Ltd. for NT$275 Per American Depositary Share (Payable in U.S. Dollars) and by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY TIME, ON FEBRUARY] [QuickLinks -- Click here to rapidly navigate through this document U.S. Offer to Purchase for Cash of Siliconware Precision Industries Co., Ltd. for NT$275 Per American Depositary Share (Payable in U.S. Dollars) and by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY TIME, ON FEBRUARY 16, 2016, UNLESS THE U.S.] [QuickLinks -- Click here to rapidly navigate through this document U.S. Offer to Purchase for Cash of Siliconware Precision Industries Co., Ltd. for NT$275 Per American Depositary Share (Payable in U.S. Dollars) and by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY TIME, ON FEBRUARY 16, 2016, UNLESS THE U.S.] [QuickLinks -- Click here to rapidly navigate through this document This announcement is neither an offer to purchase nor a solicitation of an offer to sell ADSs or Common Shares. The U.S. Offer is made solely by the U.S. Offer to Purchase dated December 29, 2015 and the related ADS Letter of Transmittal and Common Share Form of Acceptance and] [QuickLinks -- Click here to rapidly navigate through this document Fairness Opinion on the Consideration of the 100% Share Acquisition Proposal 1. Content of Appointment Advanced Semiconductor Engineering, Inc. (" ASE ") appoints me as an accountant to issue fairness opinion in relation to the case (" This Case ") by ASE to acquire 100% of the shares of Siliconware] [QuickLinks -- Click here to rapidly navigate through this document Fairness Opinion on the Consideration of Tender Offer 1. Content of Appointment Advanced Semiconductor Engineering, Inc. (" ASE ") appoints me as an accountant to issue fairness opinion in relation to the case (" This Case ") of the tender offer from ASE in acquiring 24.71% of the shares of]
[SCHEDULE TO (RULE 14d-100) Tender Offer Statement SILICONWARE PRECISION INDUSTRIES CO., LTD. (Name of Subject Company (Issuer)) ADVANCED SEMICONDUCTOR ENGINEERING, INC. (Offeror) American Depositary Shares, Each Representing Five Common Shares, (Title of Class of Securities) 827084864 (American Depositary Shares) (CUSIP Number of Class of Securities) TW0002325008 (Common Shares) (ISIN Number of Class of Securities) Joseph Tung (Name, Address and Telephone] [Shares, not including those tendered into the U.S. Offer or those represented by ADSs, such that we will acquire at least 5% of the issued and outstanding share capital of SPIL (the "Minimum Condition") and (ii) receipt of antitrust approval from the Taiwan Fair Trade Commission (the "TFTC Condition"). In addition, the U.S. Offer is subject to the conditions set] [QuickLinks -- Click here to rapidly navigate through this document ADS LETTER OF TRANSMITTAL To Tender American Depositary Shares of Siliconware Precision Industries Co., Ltd. by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY NO GUARANTEED DELIVERY Please deliver this properly completed and duly executed ADS Letter of Transmittal and] [QuickLinks -- Click here to rapidly navigate through this document COMMON SHARE FORM OF ACCEPTANCE To Tender Common Shares of Siliconware Precision Industries Co., Ltd. by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY TIME, ON FEBRUARY 16, 2016, UNLESS THE U.S. OFFER IS EXTENDED NO GUARANTEED DELIVERY Please deliver] [QuickLinks -- Click here to rapidly navigate through this document of Siliconware Precision Industries Co., Ltd. for by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY TIME, ON FEBRUARY 16, 2016, UNLESS THE U.S. OFFER IS EXTENDED Please note that The Depository Trust Company and its participants, including the custodians] [QuickLinks -- Click here to rapidly navigate through this document U.S. Offer to Purchase for Cash Outstanding American Depositary Shares and of Siliconware Precision Industries Co., Ltd. for NT$275 Per American Depositary Share (Payable in U.S. Dollars) and by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY TIME, ON FEBRUARY] [QuickLinks -- Click here to rapidly navigate through this document U.S. Offer to Purchase for Cash of Siliconware Precision Industries Co., Ltd. for NT$275 Per American Depositary Share (Payable in U.S. Dollars) and by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY TIME, ON FEBRUARY 16, 2016, UNLESS THE U.S.] [QuickLinks -- Click here to rapidly navigate through this document U.S. Offer to Purchase for Cash of Siliconware Precision Industries Co., Ltd. for NT$275 Per American Depositary Share (Payable in U.S. Dollars) and by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY TIME, ON FEBRUARY 16, 2016, UNLESS THE U.S.] [QuickLinks -- Click here to rapidly navigate through this document This announcement is neither an offer to purchase nor a solicitation of an offer to sell ADSs or Common Shares. The U.S. Offer is made solely by the U.S. Offer to Purchase dated December 29, 2015 and the related ADS Letter of Transmittal and Common Share Form of Acceptance and] [QuickLinks -- Click here to rapidly navigate through this document Fairness Opinion on the Consideration of the 100% Share Acquisition Proposal 1. Content of Appointment Advanced Semiconductor Engineering, Inc. (" ASE ") appoints me as an accountant to issue fairness opinion in relation to the case (" This Case ") by ASE to acquire 100% of the shares of Siliconware] [QuickLinks -- Click here to rapidly navigate through this document Fairness Opinion on the Consideration of Tender Offer 1. Content of Appointment Advanced Semiconductor Engineering, Inc. (" ASE ") appoints me as an accountant to issue fairness opinion in relation to the case (" This Case ") of the tender offer from ASE in acquiring 24.71% of the shares of]
[SCHEDULE TO (RULE 14d-100) Tender Offer Statement SILICONWARE PRECISION INDUSTRIES CO., LTD. (Name of Subject Company (Issuer)) ADVANCED SEMICONDUCTOR ENGINEERING, INC. (Offeror) American Depositary Shares, Each Representing Five Common Shares, (Title of Class of Securities) 827084864 (American Depositary Shares) (CUSIP Number of Class of Securities) TW0002325008 (Common Shares) (ISIN Number of Class of Securities) Joseph Tung (Name, Address and Telephone] [Shares, not including those tendered into the U.S. Offer or those represented by ADSs, such that we will acquire at least 5% of the issued and outstanding share capital of SPIL (the "Minimum Condition") and (ii) receipt of antitrust approval from the Taiwan Fair Trade Commission (the "TFTC Condition"). In addition, the U.S. Offer is subject to the conditions set] [QuickLinks -- Click here to rapidly navigate through this document ADS LETTER OF TRANSMITTAL To Tender American Depositary Shares of Siliconware Precision Industries Co., Ltd. by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY NO GUARANTEED DELIVERY Please deliver this properly completed and duly executed ADS Letter of Transmittal and] [QuickLinks -- Click here to rapidly navigate through this document COMMON SHARE FORM OF ACCEPTANCE To Tender Common Shares of Siliconware Precision Industries Co., Ltd. by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY TIME, ON FEBRUARY 16, 2016, UNLESS THE U.S. OFFER IS EXTENDED NO GUARANTEED DELIVERY Please deliver] [QuickLinks -- Click here to rapidly navigate through this document of Siliconware Precision Industries Co., Ltd. for by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY TIME, ON FEBRUARY 16, 2016, UNLESS THE U.S. OFFER IS EXTENDED Please note that The Depository Trust Company and its participants, including the custodians] [QuickLinks -- Click here to rapidly navigate through this document U.S. Offer to Purchase for Cash Outstanding American Depositary Shares and of Siliconware Precision Industries Co., Ltd. for NT$275 Per American Depositary Share (Payable in U.S. Dollars) and by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY TIME, ON FEBRUARY] [QuickLinks -- Click here to rapidly navigate through this document U.S. Offer to Purchase for Cash of Siliconware Precision Industries Co., Ltd. for NT$275 Per American Depositary Share (Payable in U.S. Dollars) and by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY TIME, ON FEBRUARY 16, 2016, UNLESS THE U.S.] [QuickLinks -- Click here to rapidly navigate through this document U.S. Offer to Purchase for Cash of Siliconware Precision Industries Co., Ltd. for NT$275 Per American Depositary Share (Payable in U.S. Dollars) and by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY TIME, ON FEBRUARY 16, 2016, UNLESS THE U.S.] [QuickLinks -- Click here to rapidly navigate through this document This announcement is neither an offer to purchase nor a solicitation of an offer to sell ADSs or Common Shares. The U.S. Offer is made solely by the U.S. Offer to Purchase dated December 29, 2015 and the related ADS Letter of Transmittal and Common Share Form of Acceptance and] [QuickLinks -- Click here to rapidly navigate through this document Fairness Opinion on the Consideration of the 100% Share Acquisition Proposal 1. Content of Appointment Advanced Semiconductor Engineering, Inc. (" ASE ") appoints me as an accountant to issue fairness opinion in relation to the case (" This Case ") by ASE to acquire 100% of the shares of Siliconware] [QuickLinks -- Click here to rapidly navigate through this document Fairness Opinion on the Consideration of Tender Offer 1. Content of Appointment Advanced Semiconductor Engineering, Inc. (" ASE ") appoints me as an accountant to issue fairness opinion in relation to the case (" This Case ") of the tender offer from ASE in acquiring 24.71% of the shares of]
[SCHEDULE TO (RULE 14d-100) Tender Offer Statement SILICONWARE PRECISION INDUSTRIES CO., LTD. (Name of Subject Company (Issuer)) ADVANCED SEMICONDUCTOR ENGINEERING, INC. (Offeror) American Depositary Shares, Each Representing Five Common Shares, (Title of Class of Securities) 827084864 (American Depositary Shares) (CUSIP Number of Class of Securities) TW0002325008 (Common Shares) (ISIN Number of Class of Securities) Joseph Tung (Name, Address and Telephone] [Shares, not including those tendered into the U.S. Offer or those represented by ADSs, such that we will acquire at least 5% of the issued and outstanding share capital of SPIL (the "Minimum Condition") and (ii) receipt of antitrust approval from the Taiwan Fair Trade Commission (the "TFTC Condition"). In addition, the U.S. Offer is subject to the conditions set] [QuickLinks -- Click here to rapidly navigate through this document ADS LETTER OF TRANSMITTAL To Tender American Depositary Shares of Siliconware Precision Industries Co., Ltd. by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY NO GUARANTEED DELIVERY Please deliver this properly completed and duly executed ADS Letter of Transmittal and] [QuickLinks -- Click here to rapidly navigate through this document COMMON SHARE FORM OF ACCEPTANCE To Tender Common Shares of Siliconware Precision Industries Co., Ltd. by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY TIME, ON FEBRUARY 16, 2016, UNLESS THE U.S. OFFER IS EXTENDED NO GUARANTEED DELIVERY Please deliver] [QuickLinks -- Click here to rapidly navigate through this document of Siliconware Precision Industries Co., Ltd. for by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY TIME, ON FEBRUARY 16, 2016, UNLESS THE U.S. OFFER IS EXTENDED Please note that The Depository Trust Company and its participants, including the custodians] [QuickLinks -- Click here to rapidly navigate through this document U.S. Offer to Purchase for Cash Outstanding American Depositary Shares and of Siliconware Precision Industries Co., Ltd. for NT$275 Per American Depositary Share (Payable in U.S. Dollars) and by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY TIME, ON FEBRUARY] [QuickLinks -- Click here to rapidly navigate through this document U.S. Offer to Purchase for Cash of Siliconware Precision Industries Co., Ltd. for NT$275 Per American Depositary Share (Payable in U.S. Dollars) and by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY TIME, ON FEBRUARY 16, 2016, UNLESS THE U.S.] [QuickLinks -- Click here to rapidly navigate through this document U.S. Offer to Purchase for Cash of Siliconware Precision Industries Co., Ltd. for NT$275 Per American Depositary Share (Payable in U.S. Dollars) and by Advanced Semiconductor Engineering, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1:30 A.M., NEW YORK CITY TIME, ON FEBRUARY 16, 2016, UNLESS THE U.S.] [QuickLinks -- Click here to rapidly navigate through this document This announcement is neither an offer to purchase nor a solicitation of an offer to sell ADSs or Common Shares. The U.S. Offer is made solely by the U.S. Offer to Purchase dated December 29, 2015 and the related ADS Letter of Transmittal and Common Share Form of Acceptance and] [QuickLinks -- Click here to rapidly navigate through this document Fairness Opinion on the Consideration of the 100% Share Acquisition Proposal 1. Content of Appointment Advanced Semiconductor Engineering, Inc. (" ASE ") appoints me as an accountant to issue fairness opinion in relation to the case (" This Case ") by ASE to acquire 100% of the shares of Siliconware] [QuickLinks -- Click here to rapidly navigate through this document Fairness Opinion on the Consideration of Tender Offer 1. Content of Appointment Advanced Semiconductor Engineering, Inc. (" ASE ") appoints me as an accountant to issue fairness opinion in relation to the case (" This Case ") of the tender offer from ASE in acquiring 24.71% of the shares of]
[] [Offer to Purchase for Cash ACORN INTERNATIONAL, INC. $2.00 Per Ordinary Share BIREME LIMITED at up to a maximum aggregate of 20,000,000 Ordinary Shares THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 1, 2011, UNLESS THE OFFER IS EXTENDED. THE OFFER IS BEING MADE BY BIREME LIMITED, A CAYMAN ISLANDS COMPANY, WHOSE SHAREHOLDERS] [of LETTER OF TRANSMITTAL Acorn International, Inc. (Ticker: ATV/Cusip: 004854105) Dated June 3, 2011 Bireme Limited THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 1, 2011, UNLESS THE OFFER IS EXTENDED. The ADS Tender Agent for the Offer is: CITIBANK, N.A. By Mail: By Overnight Courier: By Hand: Citibank, N.A. Citibank, N.A. Citibank,] [LETTER OF TRANSMITTAL THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 1, 2011, UNLESS THE OFFER IS EXTENDED. The Share Tender Agent for the Offer is: COMPUTERSHARE TRUST COMPANY, N.A. For Holders of Ordinary Shares in Hong Kong and the Peoples Republic of China: By Mail: By Overnight Courier: By Hand: 1712-1716, Computershare] [NOTICE OF GUARANTEED DELIVERY To Tender Ordinary Shares and must include a Guarantee by an Eligible Institution Section 3 Procedures for Tendering Shares This Notice of Guaranteed Delivery, or a substantially equivalent form, must be used to accept the Offer (as defined below) if share certificates evidencing ordinary shares, par value $0.01 per share (the Ordinary Shares) of Acorn] [Offer to Purchase for Cash Ordinary Shares and American Depositary Shares (each representing three Ordinary Shares) of Acorn International, Inc. (Ticker: ATV/Cusip: 004854105) at $2.00 Per Ordinary Share (Equivalent to $6.00 Per American Depositary Share) by Bireme Limited up to a maximum aggregate of 20,000,000 Ordinary Shares THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,] [Offer to Purchase for Cash Ordinary Shares and American Depositary Shares (each representing three Ordinary Shares) of Acorn International, Inc. at $2.00 Per Ordinary Share (Equivalent to $6.00 Per American Depositary Share) up to a maximum aggregate of 20,000,000 Ordinary Shares Dated June 3, 2011 by Bireme Limited THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY] [THIS SUMMARY ADVERTISEMENT EXISTS BOTH IN AN ENGLISH VERSION AND A CHINESE VERSION. Notice of Offer to Purchase for Cash THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 1, 2011 (THE EXPIRATION DATE), UNLESS THE OFFER IS EXTENDED. The Offer is subject to certain conditions. The Offer is not conditioned upon a minimum] [NEW RELEASE Contact: Source: Bireme Commences Tender Offer to Acquire Ordinary Shares and American Depositary Shares New York, New York, June 3, 2011 The tender offer is scheduled to expire at 5:00 p.m., New York City time, on July 1, 2011, unless the tender offer is extended. The offer is subject to certain conditions which are set forth in] [PROMISSORY NOTE $3,920,000.00 As of May 19, 2011 DONGJIE YANG RITSUKO HATTORI-ROCHE THREE MILLION NINE HUNDRED TWENTY THOUSAND AND 00/100 DOLLARS ($3,920,000.00) Interest 1. Prepayment 2. Payment 3. Method of Payment 4. Allocation of Payments provided however 5. Event of Default 6. Binding Effect 7. Jury Trial Waiver 8. Choice of Law; Jurisdiction 9. Notice 10. No Waiver 11. Security] [PROMISSORY NOTE $39,000,000.00 As of May 19, 2011 RITSUKO HATTORI-ROCHE ROBERT W. ROCHE 2009 DECLARATION OF TRUST THIRTY-NINE MILLION AND 00/100 DOLLARS ($39,000,000.00) The unpaid principal balance of this Note may be prepaid in whole or in part, at any time prior to the Maturity Date, without premium or penalty. Except as otherwise expressly provided herein, the Borrower, to the] [Dated this 30 May 2011 BY : DONGJIE YANG IN FAVOUR OF: RITSUKO HATTORI-ROCHE SHARE CHARGE Conyers Dill & Pearman 1 TABLE OF CONTENTS 1 INTERPRETATION 1 2 3 3 CHARGORS COVENANTS 4 4 SECURITY 5 5 DEALINGS WITH CHARGED PROPERTY 7 6 PRESERVATION OF SECURITY 7 7 ENFORCEMENT OF SECURITY 10 8 FURTHER ASSURANCES 13 9 INDEMNITIES 13] [Dated this 30 May 2011 B Y : D.Y. CAPITAL, INC. IN FAVOUR OF: RITSUKO HATTORI-ROCHE SHARE CHARGE Conyers Dill & Pearman 1 TABLE OF CONTENTS 1 INTERPRETATION 1 3 3 CHARGORS COVENANTS 4 4 SECURITY 5 5 DEALINGS WITH CHARGED PROPERTY 7 6 PRESERVATION OF SECURITY 8 7 ENFORCEMENT OF SECURITY 10 8 FURTHER ASSURANCES 13] [Dated this 19 day of May, 2011 B Y : IN FAVOUR OF: ROBERT W. ROCHE AS TRUSTEE OF THE ROBERT W. ROCHE SHARE CHARGE Conyers Dill & Pearman 1 TABLE OF CONTENTS 1 INTERPRETATION 1 3 3 CHARGORS COVENANTS 4 4 SECURITY 5 5 DEALINGS WITH CHARGED PROPERTY 6 6 PRESERVATION OF SECURITY 7 7 ENFORCEMENT OF SECURITY 10] [Dated this 19th day of May, 2011 B E T W E E N : RITSUKO HATTORI-ROCHE and BIREME LIMITED CONTRIBUTION AGREEMENT TABLE OF CONTENTS 1 INTERPRETATION 3 2 CONTRIBUTION 4 3 EFFECTIVE DATE 4 4 COMPLETION 4 5 4 6 5 7 MISCELLANEOUS 5 8 NOTICES 5 9 HEADINGS 6 10 COUNTERPARTS 6 11 GOVERNING LAW 6 2 CONTRIBUTION] [Dated this 19 day of May, 2011 B E T W E E N : DONGJIE YANG and BIREME LIMITED CONTRIBUTION AGREEMENT TABLE OF CONTENTS 1 INTERPRETATION 3 2 CONTRIBUTION 4 3 EFFECTIVE DATE 4 4 COMPLETION 4 5 4 6 5 7 MISCELLANEOUS 5 8 NOTICES 5 9 HEADINGS 6 10 COUNTERPARTS 6 11 GOVERNING LAW 6 2 CONTRIBUTION] [Dated this 24 day of May, 2011 B E T W E E N : RITSUKO HATTORI-ROCHE and BIREME LIMITED CONTRIBUTION AGREEMENT TABLE OF CONTENTS 1 INTERPRETATION 3 2 CONTRIBUTION 4 3 EFFECTIVE DATE 4 4 COMPLETION 4 5 4 6 5 7 MISCELLANEOUS 5 8 NOTICES 5 9 HEADINGS 6 10 COUNTERPARTS 6 11 GOVERNING LAW 6 2 CONTRIBUTION] [Dated this 24 day of May, 2011 B E T W E E N : DONGJIE YANG and BIREME LIMITED CONTRIBUTION AGREEMENT TABLE OF CONTENTS 1 INTERPRETATION 3 2 CONTRIBUTION 4 3 EFFECTIVE DATE 4 4 COMPLETION 4 5 4 6 5 7 MISCELLANEOUS 5 8 NOTICES 5 9 HEADINGS 6 10 COUNTERPARTS 6 11 GOVERNING LAW 6 2 CONTRIBUTION] [PLEDGE AGREEMENT RITSUKO HATTORI-ROCHE ROBERT W. ROCHE 2009 DECLARATION OF TRUST THIS PLEDGE AGREEMENT (this Agreement), dated as of May 19, 2011, is entered into by and between WHEREAS, Pledgor owns Two Thousand Four Hundred (2,400) shares in Oak Lawn Marketing, Inc., a Japanese company (Oak Lawn); WHEREAS, Pledgor has executed and delivered to Secured Party that certain Promissory Note,] [GUARANTY D.Y. CAPITAL, INC. RITSUKO HATTORI-ROCHE THIS GUARANTY, dated as of May 19, 2011, from WHEREAS, Dongjie Yang (the Borrower) has executed and delivered to the Lender that certain Promissory Note, dated as of May 19, 2011, in the principal amount of Three Million Nine Hundred Twenty Thousand and 00/100 Dollars ($3,920,000.00) (the Note); NOW, THEREFORE, the Guarantor hereby agrees] [AGREEMENT REGARDING SOURCES AND USES OF FUNDS Agreement Company Hattori-Roche Yang Shareholders THIS AGREEMENT REGARDING SOURCES AND USES OF FUNDS is made as of this 24 day of May, 2011 (this W I T N E S S E T H : Borrowed Funds WHEREAS, Yang borrowed Three Million Nine Hundred Twenty Thousand and 00/100 Dollars ($3,920,000) from Hattori-Roche] [SHAREHOLDERS AGREEMENT Agreement Company Hattori-Roche Yang Shareholders THIS SHAREHOLDERS AGREEMENT (this W I T N E S S E T H : WHEREAS, Hattori-Roche is the owner of Eight Thousand Seven Hundred Seventy (8,770) shares in the Company; WHEREAS, Yang is the owner of One Thousand Two Hundred Thirty (1,230) shares in the company; and WHEREAS, the Shareholders believe]
[] [Offer to Purchase for Cash ACORN INTERNATIONAL, INC. $2.00 Per Ordinary Share BIREME LIMITED at up to a maximum aggregate of 20,000,000 Ordinary Shares THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 1, 2011, UNLESS THE OFFER IS EXTENDED. THE OFFER IS BEING MADE BY BIREME LIMITED, A CAYMAN ISLANDS COMPANY, WHOSE SHAREHOLDERS] [of LETTER OF TRANSMITTAL Acorn International, Inc. (Ticker: ATV/Cusip: 004854105) Dated June 3, 2011 Bireme Limited THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 1, 2011, UNLESS THE OFFER IS EXTENDED. The ADS Tender Agent for the Offer is: CITIBANK, N.A. By Mail: By Overnight Courier: By Hand: Citibank, N.A. Citibank, N.A. Citibank,] [LETTER OF TRANSMITTAL THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 1, 2011, UNLESS THE OFFER IS EXTENDED. The Share Tender Agent for the Offer is: COMPUTERSHARE TRUST COMPANY, N.A. For Holders of Ordinary Shares in Hong Kong and the Peoples Republic of China: By Mail: By Overnight Courier: By Hand: 1712-1716, Computershare] [NOTICE OF GUARANTEED DELIVERY To Tender Ordinary Shares and must include a Guarantee by an Eligible Institution Section 3 Procedures for Tendering Shares This Notice of Guaranteed Delivery, or a substantially equivalent form, must be used to accept the Offer (as defined below) if share certificates evidencing ordinary shares, par value $0.01 per share (the Ordinary Shares) of Acorn] [Offer to Purchase for Cash Ordinary Shares and American Depositary Shares (each representing three Ordinary Shares) of Acorn International, Inc. (Ticker: ATV/Cusip: 004854105) at $2.00 Per Ordinary Share (Equivalent to $6.00 Per American Depositary Share) by Bireme Limited up to a maximum aggregate of 20,000,000 Ordinary Shares THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,] [Offer to Purchase for Cash Ordinary Shares and American Depositary Shares (each representing three Ordinary Shares) of Acorn International, Inc. at $2.00 Per Ordinary Share (Equivalent to $6.00 Per American Depositary Share) up to a maximum aggregate of 20,000,000 Ordinary Shares Dated June 3, 2011 by Bireme Limited THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY] [THIS SUMMARY ADVERTISEMENT EXISTS BOTH IN AN ENGLISH VERSION AND A CHINESE VERSION. Notice of Offer to Purchase for Cash THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 1, 2011 (THE EXPIRATION DATE), UNLESS THE OFFER IS EXTENDED. The Offer is subject to certain conditions. The Offer is not conditioned upon a minimum] [NEW RELEASE Contact: Source: Bireme Commences Tender Offer to Acquire Ordinary Shares and American Depositary Shares New York, New York, June 3, 2011 The tender offer is scheduled to expire at 5:00 p.m., New York City time, on July 1, 2011, unless the tender offer is extended. The offer is subject to certain conditions which are set forth in] [PROMISSORY NOTE $3,920,000.00 As of May 19, 2011 DONGJIE YANG RITSUKO HATTORI-ROCHE THREE MILLION NINE HUNDRED TWENTY THOUSAND AND 00/100 DOLLARS ($3,920,000.00) Interest 1. Prepayment 2. Payment 3. Method of Payment 4. Allocation of Payments provided however 5. Event of Default 6. Binding Effect 7. Jury Trial Waiver 8. Choice of Law; Jurisdiction 9. Notice 10. No Waiver 11. Security] [PROMISSORY NOTE $39,000,000.00 As of May 19, 2011 RITSUKO HATTORI-ROCHE ROBERT W. ROCHE 2009 DECLARATION OF TRUST THIRTY-NINE MILLION AND 00/100 DOLLARS ($39,000,000.00) The unpaid principal balance of this Note may be prepaid in whole or in part, at any time prior to the Maturity Date, without premium or penalty. Except as otherwise expressly provided herein, the Borrower, to the] [Dated this 30 May 2011 BY : DONGJIE YANG IN FAVOUR OF: RITSUKO HATTORI-ROCHE SHARE CHARGE Conyers Dill & Pearman 1 TABLE OF CONTENTS 1 INTERPRETATION 1 2 3 3 CHARGORS COVENANTS 4 4 SECURITY 5 5 DEALINGS WITH CHARGED PROPERTY 7 6 PRESERVATION OF SECURITY 7 7 ENFORCEMENT OF SECURITY 10 8 FURTHER ASSURANCES 13 9 INDEMNITIES 13] [Dated this 30 May 2011 B Y : D.Y. CAPITAL, INC. IN FAVOUR OF: RITSUKO HATTORI-ROCHE SHARE CHARGE Conyers Dill & Pearman 1 TABLE OF CONTENTS 1 INTERPRETATION 1 3 3 CHARGORS COVENANTS 4 4 SECURITY 5 5 DEALINGS WITH CHARGED PROPERTY 7 6 PRESERVATION OF SECURITY 8 7 ENFORCEMENT OF SECURITY 10 8 FURTHER ASSURANCES 13] [Dated this 19 day of May, 2011 B Y : IN FAVOUR OF: ROBERT W. ROCHE AS TRUSTEE OF THE ROBERT W. ROCHE SHARE CHARGE Conyers Dill & Pearman 1 TABLE OF CONTENTS 1 INTERPRETATION 1 3 3 CHARGORS COVENANTS 4 4 SECURITY 5 5 DEALINGS WITH CHARGED PROPERTY 6 6 PRESERVATION OF SECURITY 7 7 ENFORCEMENT OF SECURITY 10] [Dated this 19th day of May, 2011 B E T W E E N : RITSUKO HATTORI-ROCHE and BIREME LIMITED CONTRIBUTION AGREEMENT TABLE OF CONTENTS 1 INTERPRETATION 3 2 CONTRIBUTION 4 3 EFFECTIVE DATE 4 4 COMPLETION 4 5 4 6 5 7 MISCELLANEOUS 5 8 NOTICES 5 9 HEADINGS 6 10 COUNTERPARTS 6 11 GOVERNING LAW 6 2 CONTRIBUTION] [Dated this 19 day of May, 2011 B E T W E E N : DONGJIE YANG and BIREME LIMITED CONTRIBUTION AGREEMENT TABLE OF CONTENTS 1 INTERPRETATION 3 2 CONTRIBUTION 4 3 EFFECTIVE DATE 4 4 COMPLETION 4 5 4 6 5 7 MISCELLANEOUS 5 8 NOTICES 5 9 HEADINGS 6 10 COUNTERPARTS 6 11 GOVERNING LAW 6 2 CONTRIBUTION] [Dated this 24 day of May, 2011 B E T W E E N : RITSUKO HATTORI-ROCHE and BIREME LIMITED CONTRIBUTION AGREEMENT TABLE OF CONTENTS 1 INTERPRETATION 3 2 CONTRIBUTION 4 3 EFFECTIVE DATE 4 4 COMPLETION 4 5 4 6 5 7 MISCELLANEOUS 5 8 NOTICES 5 9 HEADINGS 6 10 COUNTERPARTS 6 11 GOVERNING LAW 6 2 CONTRIBUTION] [Dated this 24 day of May, 2011 B E T W E E N : DONGJIE YANG and BIREME LIMITED CONTRIBUTION AGREEMENT TABLE OF CONTENTS 1 INTERPRETATION 3 2 CONTRIBUTION 4 3 EFFECTIVE DATE 4 4 COMPLETION 4 5 4 6 5 7 MISCELLANEOUS 5 8 NOTICES 5 9 HEADINGS 6 10 COUNTERPARTS 6 11 GOVERNING LAW 6 2 CONTRIBUTION] [PLEDGE AGREEMENT RITSUKO HATTORI-ROCHE ROBERT W. ROCHE 2009 DECLARATION OF TRUST THIS PLEDGE AGREEMENT (this Agreement), dated as of May 19, 2011, is entered into by and between WHEREAS, Pledgor owns Two Thousand Four Hundred (2,400) shares in Oak Lawn Marketing, Inc., a Japanese company (Oak Lawn); WHEREAS, Pledgor has executed and delivered to Secured Party that certain Promissory Note,] [GUARANTY D.Y. CAPITAL, INC. RITSUKO HATTORI-ROCHE THIS GUARANTY, dated as of May 19, 2011, from WHEREAS, Dongjie Yang (the Borrower) has executed and delivered to the Lender that certain Promissory Note, dated as of May 19, 2011, in the principal amount of Three Million Nine Hundred Twenty Thousand and 00/100 Dollars ($3,920,000.00) (the Note); NOW, THEREFORE, the Guarantor hereby agrees] [AGREEMENT REGARDING SOURCES AND USES OF FUNDS Agreement Company Hattori-Roche Yang Shareholders THIS AGREEMENT REGARDING SOURCES AND USES OF FUNDS is made as of this 24 day of May, 2011 (this W I T N E S S E T H : Borrowed Funds WHEREAS, Yang borrowed Three Million Nine Hundred Twenty Thousand and 00/100 Dollars ($3,920,000) from Hattori-Roche] [SHAREHOLDERS AGREEMENT Agreement Company Hattori-Roche Yang Shareholders THIS SHAREHOLDERS AGREEMENT (this W I T N E S S E T H : WHEREAS, Hattori-Roche is the owner of Eight Thousand Seven Hundred Seventy (8,770) shares in the Company; WHEREAS, Yang is the owner of One Thousand Two Hundred Thirty (1,230) shares in the company; and WHEREAS, the Shareholders believe]
