TAOM [Taomee] F-1/A: (Original Filing)
[SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS, DATED May 24, 2011 7,187,500 American Depositary Shares Taomee Holdings Limited Representing 143,750,000 Ordinary Shares This is an initial public offering of our American depository shares, or ADSs. We are offering 7,187,500 ADSs. Each ADS represents 20 ordinary shares, par value US$0.00002 per share. The underwriters have an option to purchase up to 1,078,125 additional] [TAOMEE HOLDINGS LIMITED [ ] American Depositary Shares Representing [ ] Ordinary Shares FORM OF UNDERWRITING AGREEMENT [ CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, N.Y. 10010-3629 U.S.A. DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, N.Y. 10005 U.S.A. As Representatives of the Several Underwriters Dear Sirs: Introductory Company Schedule A Underwriters Representatives] [Name of Company: TAOMEE HOLDINGS LIMITED TAOMEE HOLDINGS LIMITED Number: Number Ordinary Share(s) - [no. of shares] - Share(s): - [no. of shares] - Issued to: [name of shareholder] Dated Transferred from: Incorporated under the laws of the Cayman Islands US$20,000 1,000,000,000 Ordinary Shares US$ 0.00002 Share capital is [name of shareholder] [no. of shares] THIS IS TO CERTIFY THAT] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 2 to Registration Statement No. 333-174293 on Form F-1 of our report dated April 27, 2011, relating to the consolidated combined financial statements and financial statement schedule of Taomee Holdings Limited and its subsidiaries and variable interest entities, appearing in the Prospectus, which is]
