[PROXY STATEMENT OF THE COMPANY [ ], 2016 Shareholders of Ku6 Media Co., Ltd. Dear Shareholder: Company You are cordially invited to attend an extraordinary general meeting of shareholders of Ku6 Media Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “ Parent Merger Sub Merger Agreement Merger Surviving Company Cayman Registrar] []
[PROXY STATEMENT OF THE COMPANY [ ], 2016 Shareholders of Ku6 Media Co., Ltd. Dear Shareholder: Company You are cordially invited to attend an extraordinary general meeting of shareholders of Ku6 Media Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “ Parent Merger Sub Merger Agreement Merger Surviving Company Cayman Registrar] [Ku6 Media Co., Ltd. Fairness Analysis Presented to the Special Committee of Independent Directors April 5, 2016 The information contained herein is of a confidential nature and is intended for the use of the persons or firm to whom it is furnished by us. Reproduction, publication, or dissemination of portions hereof may not be made without prior approval of Duff] []
[PROXY STATEMENT OF THE COMPANY [ ], 2016 Shareholders of Ku6 Media Co., Ltd. Dear Shareholder: Company You are cordially invited to attend an extraordinary general meeting of shareholders of Ku6 Media Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “ Parent Merger Sub Merger Agreement Merger Surviving Company Cayman Registrar] [Ku6 Media Co., Ltd. Fairness Analysis Presented to the Special Committee of Independent Directors April 5, 2016 The information contained herein is of a confidential nature and is intended for the use of the persons or firm to whom it is furnished by us. Reproduction, publication, or dissemination of portions hereof may not be made without prior approval of Duff] []
[] [FORM 6-K Ku6 Media Co., Ltd. Building 6, Zhengtongchuangyi Centre Fax number: +86 10 5758-6834 x o Form 20-F o o o x Ku6 Media Co., Ltd. Jason (Zhensong) Ma Acting Chief Financial Officer April 14, 2016 Description 99.1 Press release]
[FORM 20-F (Mark One) o OR x OR o OR o Ku6 Media Co., Ltd. N/A Cayman Islands (Jurisdiction of incorporation or organization) Building 6, Zhengtongchuangyi Centre No. 18, Xibahe Xili, Chaoyang District Beijing 100028, Peoples Republic of China Jason (Zhensong) Ma Acting Chief Financial Officer Telephone: +86-10-5758-6813 Fax number: +86-10-5758-6834 Building 6, Zhengtongchuangyi Centre No. 18, Xibahe Xili, Chaoyang] [KU6 MEDIA CO., LTD. 2016 EQUITY COMPENSATION PLAN 1. PURPOSE OF PLAN The purpose of this Plan is to promote the success of the Corporation and to increase shareholder value by providing an additional means through the grant of Awards to attract, motivate, retain and reward selected employees and other eligible persons of the Company. Defined terms are set forth] [Loan Agreement Agreement This Amended and Restated Loan Agreement (hereinafter referred to as this th Ku6 (Beijing) Technology Co., Ltd. Ku6 Technology Wenna Liu Borrower Party Parties (Ku6 Technology and the Borrower hereinafter individually referred to as a Whereas, 1. Company th 2. 3. Call Option Agreement Accordingly, through friendly consultation, based on the principle of equality and] [Amended and Restated Loan Agreement Agreement This Amended and Restated Loan Agreement (hereinafter referred to as this th Ku6 (Beijing) Technology Co., Ltd. Ku6 Technology Mingfeng Chen Borrower Party Parties (Ku6 Technology and the Borrower hereinafter individually referred to as a Whereas, 1. th 2012 Loan Agreement Company 2. Company th 3. 4. Call Option Agreement Accordingly, through] [Business Operations Agreement Agreement This Business Operations Agreement (this th China PRC Party A Ku6 (Beijing) Technology Co., Ltd. Address: Room B-02, First floor underground, No. 4 Huayuan Road, Haidian District, Beijing; Party B Ku6 (Beijing) Information Technology Co., Ltd. Address: Room 818-009, 8 th Party C Wenna Liu Residence: Party D Mingfeng Chen Residence: Party Parties (Party A,] [Power of Attorney I, Mingfeng Chen, a citizen of the Peoples Republic of China (ID Card No.: Company My Equity Interest Authorized Person The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights with respect to My Equity Interest in accordance with the PRC laws and the articles of] [Power of Attorney I, Wenna Liu, a citizen of the Peoples Republic of China (ID Card No.: Company My Equity Interest Authorized Person The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights with respect to My Equity Interest in accordance with the PRC laws and the articles of] [Share Pledge Agreement Agreement This Share Pledge Agreement (hereinafter referred to as this th China PRC Party A: Ku6 (Beijing) Technology Co., Ltd. Address: Party B: Wenna Liu ( Residence: Party C: Mingfeng Chen ( ) Residence: Party Parties (Party A, Party B and Party C hereinafter individually referred to as a Whereas, 1. PRC 2. Company 3.] [Amended and Restated Exclusive Call Option Agreement Agreement This Amended and Restated Exclusive Call Option Agreement (this th China PRC Party A: Ku6 (Beijing) Technology Co., Ltd. Address: Party B: Wenna Liu Residence: Party C: Mingfeng Chen Residence: Party D: Ku6 (Beijing) Information Technology Co., Ltd. Address: Room 818-009, 8 th Party Parties (Party A, Party B, Party C] [Loan Agreement Agreement This Amended and Restated Loan Agreement (hereinafter referred to as this th China PRC WeiMoSanYi (Tianjin) Technology Co., Ltd. WeiMoSanYi Technology PRC Wenna Liu Borrower Party Parties (WeiMoSanYi Technology and the Borrower hereinafter individually referred to as a Whereas, 1. Company th 2. 3. Call Option Agreement Accordingly, through friendly consultation, based on the principle] [Amended and Restated Loan Agreement Agreement This Amended and Restated Loan Agreement (hereinafter referred to as this th China PRC WeiMoSanYi (Tianjin) Technology Co., Ltd. WeiMoSanYi Technology Mingfeng Chen Borrower Party Parties (WeiMoSanYi Technology and the Borrower hereinafter individually referred to as a Whereas, 1. th 2012 Loan Agreement Company 2. Company th 3. 4. Call Option Agreement] [Share Pledge Agreement Agreement This Share Pledge Agreement (hereinafter referred to as this th China PRC Party A: WeiMoSanYi (Tianjin) Technology Co., Ltd. Address: Party B: Wenna Liu ( ) Residence: Party C: Mingfeng Chen ( ) Residence: Party Parties (Party A, Party B and Party C hereinafter individually referred to as a Whereas, 1. PRC 2. Company] [Exclusive Call Option Agreement Agreement This Amended and Restated Exclusive Call Option Agreement (this th China PRC Party A: WeiMoSanYi (Tianjin) Technology Co., Ltd. Address: Party B: Wenna Liu Residence: Party C: Mingfeng Chen Residence: Party D: Ku6 (Beijing) Cultural Media Co., Ltd. Address: 6th Single-storey House, No.18, Xibahe Xili, Chaoyang District, Beijing Party Parties (Party A, Party B,] [Business Operations Agreement Agreement This Business Operations Agreement (this th China PRC Party A WeiMoSanYi (Tianjin) Technology Co., Ltd. Address: Room 2-3111, No. 88 Huanhe South Road, Tianjin Airport Logistics and Processing Zone; Party B Ku6 (Beijing) Cultural Media Co., Ltd. Address: 6th Single-storey House, No. 18, Xibahe Xili, Chaoyang District, Beijing; Party C Wenna Liu Residence: Party D] [Power of Attorney I, Wenna Liu, a citizen of the Peoples Republic of China (ID Card No.: Company My Equity Interest Authorized Person The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights with respect to My Equity Interest in accordance with the PRC laws and the articles of] [Power of Attorney I, Mingfeng Chen, a citizen of the Peoples Republic of China (ID Card No.: Company My Equity Interest Authorized Person The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights with respect to My Equity Interest in accordance with the PRC laws and the articles of] [Loan Agreement This loan agreement (hereinafter referred to as this Contract) is made and entered into by and between the following parties on September 15, 2015 in Beijing, China. (1) (2) The Lender and the Borrower are respectively referred to as One Party and collectively referred to as the Parties. Whereas: 1. 2. 3. Accordingly, through friendly consultation, based on] [Share Pledge Agreement Agreement This Share Pledge Agreement (hereinafter referred to as this th China PRC Party A: Kusheng (Tianjin) Technology Co., Ltd. Address: Room 201-243, Floor 2, District B1, Animation Building, No.126, Animation Middle Road, Eco City, Tianjin, PRC. Party B: Dongxu Wang ( Residence: Party C: Mingfeng Chen ( Residence: Party Parties (Party A, Party B and] [Amended and Restated Exclusive Call Option Agreement Agreement This Amended and Restated Exclusive Call Option Agreement (this th China PRC Party A: Kusheng (Tianjin) Technology Co., Ltd. Address: Room 201-243, Floor 2, District B1, Animation Building, No.126, Animation Middle Road, Eco City, Tianjin, PRC. Party B: Dongxu Wang Residence: Party C: Mingfeng Chen Residence: Party D: Ku6 Network Communication] [Business Operations Agreement Agreement This Business Operations Agreement (this th China PRC Kusheng (Tianjin) Technology Co., Ltd. Party A: Address: Room 201-243, Floor 2, District B1, Animation Building, No.126, Animation Middle Road, Eco City, Tianjin, PRC. Tianjin Ku6 Network Communication Technology Co., Ltd. Party B: Address: Room 201-369, Floor 2, District B1, Animation Building, No.126, Animation Middle Road, Eco] [Power of Attorney Company My Equity Interest Authorized Person I, Dongxu Wang, a citizen of the Peoples Republic of China (ID Card No.: ##################, holding 90% of the equity interest in Ku6 Network Communication Technology Co., Ltd. (the The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights] [Power of Attorney Company My Equity Interest Authorized Person I, Mingfeng Chen, a citizen of the Peoples Republic of China (ID Card No.: ##################), holding 10% of the equity interest in Ku6 Network Communication Technology Co., Ltd. (the The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights] [The Second Supplementary Agreement to the Ku6.com Advertisement Agency Agreement CN: tjkb-os-2014-009-supplementary Party A: Huzhong Advertising (Shanghai) Ltd. Party B: Tianjin Ku6 Network Communication Technology Co., Ltd. Whereas Ku 6.com Advertisement Agency Agreement Supplementary Agreement to the Ku 6.com Advertisement Agency Agreement Party A and Party B have entered into the 1. All of the commercial advertisement slots(except for otherwise] [Loan Agreement CN: kmcm-O-2016-001 This Loan Agreement (hereinafter referred to as this Agreement) is entered into on January 5, 2016 in Pudong, Shanghai by and between: Shanda Technology Overseas Capital Company Limited, (hereinafter referred to as Party A), and Ku6 Media Co., Ltd. (hereinafter referred to as Party B) Party A and Party B are hereinafter referred to collectively as] [Loan Contract CN:KMCM-O-2016-001 This Loan Contract (hereinafter referred to as the Contract) dated March 2, 2016 is made by and between the following parties in Beijing: Shanda Computer (Shanghai) Co., Ltd. (hereinafter referred to as Party A), a limited liability company incorporated and validly existing according to the laws of the Peoples Republic of China (hereinafter referred to as PRC),] [List of Significant Subsidiaries and Affiliates of Ku6 Media Co., Ltd. Name of Subsidiary or Affiliate State or Jurisdiction of Incorporation Ku6 Holding Limited Cayman Islands Ku6 (Beijing) Technology Co., Ltd. Peoples Republic of China WeiMoSanYi (Tianjin) Technology Co., Ltd. Peoples Republic of China Kusheng (Tianjin) Technology Co., Ltd. Peoples Republic of China Ku6 (Beijing) Information Technology Co., Ltd. Peoples] [I, Feng Gao, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Feng Gao Chief Executive Officer EX-12.1 27 a15-25305_1ex12d1.htm EX-12.1] [I, Jason (Zhensong) Ma, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Jason (Zhensong) Ma Acting Chief Financial Officer EX-12.2 28 a15-25305_1ex12d2.htm EX-12.2] [April 13, 2016 I, Feng Gao, Chief Executive Officer of Ku6 Media Co., Ltd., certify that, to the best of my knowledge: 1. 2. Feng Gao Chief Executive Officer EX-13.1 29 a15-25305_1ex13d1.htm EX-13.1] [April 13, 2016 I, Jason (Zhensong) Ma, Acting Chief Financial Officer of Ku6 Media Co., Ltd., certify that, to the best of my knowledge: 1. 2. Jason (Zhensong) Ma Acting Chief Financial Officer EX-13.2 30 a15-25305_1ex13d2.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm Shanghai, the Peoples Republic of China April 13, 2016 EX-15.1 31 a15-25305_1ex15d1.htm EX-15.1] [April Ku6 Media Co., Ltd. To: Building 6, Zhengtongchuangyi Centre Re: 2015 Annual Report on Form 20-F of Ku6 Media Co., Ltd. Dear Sir/Madam, Annual Report Yours Sincerely, EX-15.2 32 a15-25305_1ex15d2.htm EX-15.2]
[EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of April 5, 2016 among KU6 MEDIA CO., LTD., SHANDA INVESTMENT HOLDINGS LIMITED and KU6 ACQUISITION COMPANY LIMITED TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. 1 Other Definitional and Interpretative Provisions Section 1.02. 9 Article 2 The Merger Section 2.01. 9 Cancellation and Conversion of Shares Section 2.02. 10] [Tianqiao Chen 2 Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ 3 SEC Use Only 4 Source of Funds AF 5 6 Citizenship or Place of Organization The People’s Republic of China]
[EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of April 5, 2016 among KU6 MEDIA CO., LTD., SHANDA INVESTMENT HOLDINGS LIMITED and KU6 ACQUISITION COMPANY LIMITED TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. 1 Other Definitional and Interpretative Provisions Section 1.02. 9 Article 2 The Merger Section 2.01. 9 Cancellation and Conversion of Shares Section 2.02. 10] [Tianqiao Chen 2 Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ 3 SEC Use Only 4 Source of Funds AF 5 6 Citizenship or Place of Organization The People’s Republic of China]
[] [EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of April 5, 2016 among KU6 MEDIA CO., LTD., SHANDA INVESTMENT HOLDINGS LIMITED and KU6 ACQUISITION COMPANY LIMITED TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. 1 Other Definitional and Interpretative Provisions Section 1.02. 9 Article 2 The Merger Section 2.01. 9 Cancellation and Conversion of Shares Section 2.02. 10] [FORM 6-K Ku6 Media Co., Ltd. Building 6, Zhengtongchuangyi Centre Fax number: +86 10 5758-6834 x o Form 20-F o o o x Ku6 Media Co., Ltd. Jason (Zhensong) Ma Acting Chief Financial Officer April 5, 2016 Description 99.1 Press release]
[] [EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of April 5, 2016 among KU6 MEDIA CO., LTD., SHANDA INVESTMENT HOLDINGS LIMITED and KU6 ACQUISITION COMPANY LIMITED TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. 1 Other Definitional and Interpretative Provisions Section 1.02. 9 Article 2 The Merger Section 2.01. 9 Cancellation and Conversion of Shares Section 2.02. 10] [FORM 6-K Ku6 Media Co., Ltd. Building 6, Zhengtongchuangyi Centre Fax number: +86 10 5758-6834 x o Form 20-F o o o x Ku6 Media Co., Ltd. Jason (Zhensong) Ma Acting Chief Financial Officer April 5, 2016 Description 99.1 Press release]
[Ku6 Media Receives Additional Staff Determination Letter from NASDAQ NASDAQ BEIJING, China, February 18, 2016 — Ku6 Media Co., Ltd. (“Ku6 Media” or the “Company,” NASDAQ: KUTV), a leading internet video company focused on User Generated Content in China, today announced that it has received a determination letter from The NASDAQ Stock Market LLC (“ MBP Rule NASDAQ Listing Rule] []
