[Joint Filing Agreement Dated: April 7, 2016 Momentum Strategic Holdings, L.P. Momentum Strategic Holdings GP, Ltd. Its General Partner Wade Kenny Capacity: Director Momentum Strategic Holdings GP, Ltd.] [1 Names of Reporting Persons 2 Check the Appropriate Box if a Member of a Group]
[SCHEDULE 13G/A (Rule 13d-102) TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED 1) ( AMENDMENT Siliconware Precision Industries Co., Ltd. ( NAME OF ISSUER ) Common Shares, par value NT$10 per share (Title of Class of Securities) Y7934R109 (CUSIP Number) March 31, 2016 (Date of Event Which Requires Filing of this Statement) X Rule 13d-1 (b) Rule 13d-1]
[TABLE OF CONTENTS INTRODUCTION 1 2 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 29 ITEM 4A. UNRESOLVED STAFF COMMENTS 43 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 43] [Loan agreement with Industrial Bank Co., Ltd., Urumqi Branch Date of the Agreement April 30, 2015 Lender Industrial Bank Co., Ltd., Urumqi Branch Borrower (Party B) Xinjiang Daqo New Energy Co., Ltd. Type of loan Working capital Amount RMB 100 million Term of loan 12 months, from 2015 to 2016 Interest rate Benchmark rate multiplied by 1.2 Penalty rate In] [Loan agreement with Chongqing Rural Commercial Bank, Wanzhou Branch Date of the Agreement June 24, 2015 Lender (Party A) Chongqing Rural Commercial Bank, Wanzhou Branch Borrower (Party B) Xinjiang Daqo New Energy Co., Ltd. Type of loan Fixed assets Use of loan Polysilicon manufacturing energy-saving technology improvement project Amount RMB 65 million Term of loan 6 years, from June 25,] [Loan agreement with Chongqing Rural Commercial Bank, Wanzhou Branch Date of the Agreement July 16, 2015 Lender (Party A) Chongqing Rural Commercial Bank, Wanzhou Branch Borrower (Party B) Xinjiang Daqo New Energy Co., Ltd. Type of loan Working capital Use of loan Purchase raw materials and other operating working capital Amount RMB 88 million Term of loan 1 year, from] [Loan agreement with Chongqing Rural Commercial Bank, Wanzhou Branch Date of the Agreement July 23, 2015 Lender (Party A) Chongqing Rural Commercial Bank, Wanzhou Branch Borrower (Party B) Xinjiang Daqo New Energy Co., Ltd. Type of loan Working capital Use of loan Purchase raw materials and other operating working capital Amount RMB 28.65 million Term of loan 12 months, from] [Loan agreement with Chongqing Rural Commercial Bank, Wanzhou Branch Date of the Agreement September 16, 2015 Lender (Party A) Chongqing Rural Commercial Bank, Wanzhou Branch Borrower (Party B) Xinjiang Daqo New Energy Co., Ltd. Type of loan Working capital Use of loan Payments for salary, electricity and raw materials Amount RMB 50.35 million Term of loan 12 months, from September] [Loan agreement with Chongqing Rural Commercial Bank, Wanzhou Branch Date of the Agreement October 14, 2015 Lender (Party A) Chongqing Rural Commercial Bank, Wanzhou Branch Borrower (Party B) Xinjiang Daqo New Energy Co., Ltd. Type of loan Working capital Use of loan Purchase raw materials and other operating working capital Amount RMB 33 million Term of loan 12 months, from] [Letter of Support TO THE BOARD OF DIRECTORS OF We, as major shareholders, acknowledge the net current liability position of Daqo New Energy Corp. as of December 31, 2015 and agree to provide necessary financial support to Daqo New Energy Corp. and its subsidiaries through Daqo Group Co., Ltd. ("Daqo Group"), another company wholly owned by the shareholders of us] [List of Subsidiaries Subsidiaries Jurisdiction of Incorporation: Chongqing Daqo New Energy Co., Ltd. People’s Republic of China Xinjiang Daqo New Energy Stock Co., Ltd. (formerly known as Xinjiang Daqo New Energy Co., Ltd.) People’s Republic of China] [I, Gongda Yao, certify that: 1. I have reviewed this annual report on Form 20-F of Daqo New Energy Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [Certification by the Principal Financial Officer I, Ming Yang, certify that: 1. I have reviewed this annual report on Form 20-F of Daqo New Energy Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 7, 2016 Gongda Yao Chief Executive Officer] [Certification by the Principal Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 7, 2016 Ming Yang Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements on Form S-8 (No. 333-172234 and No. 333-205547) and on Form F-3 ((No. 333-195239 and No. 333-201223) of our reports dated April 7, 2016, relating to the consolidated financial statements and financial statement schedule of Daqo New Energy Corp. and subsidiaries (the “Company”)]
[NQ Mobile Inc. Files Form 20-F for Year 2015 About NQ Mobile NQ Mobile Inc. (NYSE: NQ) is a leading global provider of mobile internet services. NQ Mobiles portfolio of offerings includes mobile game publishing platforms, mobile advertising platforms, mobile entertainment applications and platforms, mobile security and productivity applications and other mobile applications. For more information on NQ Mobile, please] [NQ Mobile Inc. Vincent Wenyong Shi Chairman and Chief Operating Officer Description Press release 6-K 1 d172556d6k.htm FORM 6-K]
[Joint Filing Agreement Remainder of this page has been left intentionally blank [ April 7, 2016 . Alibaba Group Holding Limited Timothy A. Steinert Alibaba Investment Limited Timothy A. Steinert] [Execution Version CONSORTIUM AGREEMENT among YAN TANG, MATRIX PARTNERS CHINA II HONG KONG LIMITED, SEQUOIA CAPITAL CHINA INVESTMENT MANAGEMENT L.P. and HUATAI RUILIAN FUND MANAGEMENT CO., LTD. Dated as of July 6, 2015 Execution Version TABLE OF CONTENTS ARTICLE I HOLDCO OWNERSHIP; ADDITIONAL CONSORTIUM MEMBERS 2 Section 1.01 Holdco Ownership and Arrangements 2 Section 1.02 Additional Consortium Members 2 ARTICLE] [EXECUTION VERSION AMENDMENT NO. 1 TO THE CONSORTIUM AGREEMENT AMENDMENT NO. 1 TO THE CONSORTIUM AGREEMENT This Amendment ), is made by and among (a) Yan Tang (Mr. Tang), (b) Matrix Partners China II Hong Kong Limited, a company incorporated under the laws of Hong Kong (Matrix), (c) Sequoia Capital China Investment Management L.P., a company organized and existing] [ADHERENCE AGREEMENT Agreement THIS ADHERENCE AGREEMENT (this New Member Alibaba Investment Limited, a limited liability company organized and existing under the laws of the British Virgin Islands with its registered address at Trident Chambers, P.O. Box 146 Road Town, Tortola, British Virgin Islands (the RECITALS: (A) Existing Members Consortium Agreement Transaction Target NASDAQ (B) (C) THIS AGREEMENT WITNESSES] [EXECUTION VERSION ADHERENCE AGREEMENT Agreement THIS ADHERENCE AGREEMENT (this New Member Rich Moon Limited, a limited liability company organized and existing under the laws of Cayman Islands with its registered address at 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005 (the RECITALS: Existing Members Consortium Agreement Transaction Target NASDAQ (A) On July 6, 2015, the parties listed on] [June 23, 2015 The Board of Directors Momo Inc. 20 th Tower 2, Wangjing SOHO No. 1 Futongdong Street Chaoyang District, Beijing 100102 Peoples Republic of China Dear Sirs: Mr. Yan Tang (Mr. Tang), co-founder, chairman and chief executive officer of Momo Inc. (the Company), Matrix Partners China II Hong Kong Limited (Matrix), Sequoia Capital China Investment Management L.P. (Sequoia)] []
[Joint Filing Agreement Remainder of this page has been left intentionally blank [ April 7, 2016 . Alibaba Group Holding Limited Timothy A. Steinert Alibaba Investment Limited Timothy A. Steinert] [Execution Version CONSORTIUM AGREEMENT among YAN TANG, MATRIX PARTNERS CHINA II HONG KONG LIMITED, SEQUOIA CAPITAL CHINA INVESTMENT MANAGEMENT L.P. and HUATAI RUILIAN FUND MANAGEMENT CO., LTD. Dated as of July 6, 2015 Execution Version TABLE OF CONTENTS ARTICLE I HOLDCO OWNERSHIP; ADDITIONAL CONSORTIUM MEMBERS 2 Section 1.01 Holdco Ownership and Arrangements 2 Section 1.02 Additional Consortium Members 2 ARTICLE] [EXECUTION VERSION AMENDMENT NO. 1 TO THE CONSORTIUM AGREEMENT AMENDMENT NO. 1 TO THE CONSORTIUM AGREEMENT This Amendment ), is made by and among (a) Yan Tang (Mr. Tang), (b) Matrix Partners China II Hong Kong Limited, a company incorporated under the laws of Hong Kong (Matrix), (c) Sequoia Capital China Investment Management L.P., a company organized and existing] [ADHERENCE AGREEMENT Agreement THIS ADHERENCE AGREEMENT (this New Member Alibaba Investment Limited, a limited liability company organized and existing under the laws of the British Virgin Islands with its registered address at Trident Chambers, P.O. Box 146 Road Town, Tortola, British Virgin Islands (the RECITALS: (A) Existing Members Consortium Agreement Transaction Target NASDAQ (B) (C) THIS AGREEMENT WITNESSES] [EXECUTION VERSION ADHERENCE AGREEMENT Agreement THIS ADHERENCE AGREEMENT (this New Member Rich Moon Limited, a limited liability company organized and existing under the laws of Cayman Islands with its registered address at 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005 (the RECITALS: Existing Members Consortium Agreement Transaction Target NASDAQ (A) On July 6, 2015, the parties listed on] [June 23, 2015 The Board of Directors Momo Inc. 20 th Tower 2, Wangjing SOHO No. 1 Futongdong Street Chaoyang District, Beijing 100102 Peoples Republic of China Dear Sirs: Mr. Yan Tang (Mr. Tang), co-founder, chairman and chief executive officer of Momo Inc. (the Company), Matrix Partners China II Hong Kong Limited (Matrix), Sequoia Capital China Investment Management L.P. (Sequoia)] []
[TABLE OF CONTENTS DESCRIPTION PAGE 4 INTRODUCTION 5 CURRENCIES AND EXCHANGE RATES 5 PART I Item 1 Identity of Directors, Senior Management and Advisers 5 Item 2 Offer Statistics and Expected Timetable 6 Item 3 Key Information 6 Item 3A Selected Financial Data 6 Item 3B Capitalization and Indebtedness 7 Item 3C Reasons for the Offer and Use of Proceeds] [I, Zengyong Wang, certify that: 1. 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;] [CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER I, Benjie Dong, certify that: 1. 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period] [(1) (2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 7, 2016 Zengyong Wang Chief Executive Officer Benjie Dong Chief Financial Officer]
[INTRODUCTION 1 2 PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 43 ITEM 4A. UNRESOLVED STAFF COMMENTS 67 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 68 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 97 ITEM] [RE-AMENDED AND RESTATED BUSINESS OPERATION AGREEMENT This Re-amended and Restated Business Operation Agreement (the Agreement) is made and entered into by and among the following parties (the Parties) in Beijing on November 17, 2015. Party A: NQ Mobile (Beijing) Co., Ltd. Address: Room 1238-1, Building 1-B, Enterprise Incubator, Zhongguancun Software Industrial Park, Dongbeiwang, Haidian District, Beijing, China Party B: Beijing] [Amended and Restated Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (hereinafter referred to as the Agreement) is executed on November 17, 2015 in Beijing by the following parties (hereinafter referred to as the Parties hereunder): Party A: NQ Mobile (Beijing) Co., Ltd. Address: Room 1238-1, Unit B, Bldg 1, Beijing Zhongguanchun Software Park Incubator, Dongbeiwang, Haidian District, Beijing] [AMENDED AND RESTATED EQUITY DISPOSITION AGREEMENT This Amended and Restated Equity Disposition Agreement (the Agreement) is made and entered into by and among the following parties (the Parties) in Beijing on November 17, 2015. Party A: NQ Mobile (Beijing) Co., Ltd. Address: Room 1238-1, Building 1-B, Enterprise Incubator, Zhongguancun Software Industrial Park, Dongbeiwang, Haidian District, Beijing, China Party B: Guo] [LOAN AGREEMENT This Loan Agreement (the Agreement) is entered into on November 17, 2015 in Beijing, by and between: Party A: NQ Mobile (Beijing) Co., Ltd Registration Place: Building 4, No.11 Hepingli East Street, Dongcheng District,Beijing Party B: Guo Lingyun ID number: 360121197603280525 Domicile: Building 4, No.11 Hepingli East Street, Dongcheng District, Beijing Zhou Xu ID number: 110104196903103013 Domicile: No.1601,] [Termination Agreement Agreement This Termination Agreement (the (1) FL Mobile (Beijing) Co., Ltd. (WFOE) PRC (2) FL Mobile Jiutian Technology Co., Ltd. Domestic Company (3) Lin Yu Vincent Wenyong Shi Former Shareholders Parties Party In this Termination Agreement, the parties are collectively referred to as Whereas: (1) WFOE is an exclusively foreign-owned enterprise duly incorporated and existing under] [Termination Agreement Agreement This Termination Agreement (the (1) Beijing Wanpu Media Technologies Co., Ltd. (WFOE) PRC (2) Beijing Wanpu Century Technology Co., Ltd. Domestic Company ) (3) Lin Yu Vincent Wenyong Shi Former Shareholders Parties Party In this Termination Agreement, the parties are collectively referred to as Whereas: (1) WFOE is an exclusively foreign-owned enterprise duly incorporated and] [Share Transfer Agreement Agreement This Share Transfer Agreement (this Party A Transferor (hereinafter the LinYu ID Number: 352124197612060013 Shi Wenyong ID Number: 352124197711280513 FL Mobile Jiutian Technology Co., Ltd Party B Transferee: Transferred Shares Company Through negotiation, Party A and Party B reach the following Agreement with respect to transfer of 100% shares (herein after the 1.1] [Share Transfer Agreement Agreement This Share Transfer Agreement (this Party A Transferor (hereinafter the LinYu ID Number: 352124197612060013 Party B Transferee: (hereinafter the Beijing NQ Mobile Technology Co., Ltd. Address: Rm.1322, Unit C, Building 1, Zhongguancun Software Park Incubator, Haidian District, Beijing, P.R.China. Transferred Shares Company Through negotiation, Party A and Party B reach the following Agreement] [Debt Transfer Agreement This Agreement is entered into as of January 25, 2016. (1) FL Mobile (Beijing) Co., Ltd. (WFOE) PRC (2) Beijing NQ Technology Co., Ltd. New Shareholder Domestic Company (3) Lin Yu ( Former Shareholder Parties Party In this Agreement, the parties are collectively referred to as Whereas: (1) Targeted Debt (2) Share Transfer now it is] [Debt Transfer Agreement This Agreement is entered into as of November 25, 2015. (1) Beijing Wanpu Media Technologies Co., Ltd. (WFOE) PRC (2) FL Mobile Jiutian Technology Co., Ltd. New Shareholder Domestic Company (3) Lin Yu Shi Wenyong Former Shareholders Parties Party In this Agreement, the parties are collectively referred to as Whereas: (1) Targeted Debt (2) Share Transfer] [SHARE TRANSFER AGREEMENT Between Beijing NQ Technology Co., Ltd NQ Mobile Inc. Beijing NationSky Network Technology Co., Ltd. Qidi (Beijing) Assets Management Corporation And Hou Shuli Concerning Beijing NationSky Network Technology Co., Ltd. November 26, 2015 1 Contents Article 1 Definitions 4 1.1 Definitions 4 1.2 Interpretation 5 Article 2 Share Transfer 5 2.1 Share Transfer 5 2.2 Consideration 6] [List of Significant Subsidiaries Name Jurisdiction of NQ International Limited Hong Kong Wholly owned subsidiary NQ Mobile (Beijing) Co., Ltd. PRC Subsidiary wholly owned by NQ International Limited NQ (Beijing) Co., Ltd. PRC Subsidiary wholly owned by NQ International Limited Beijing NQ Mobile Co., Ltd. PRC Subsidiary wholly owned by NQ International Limited Beijing NQ Technology Co., Ltd. PRC Variable] [I, Zemin Xu, certify that: 1. I have review this annual report on Form 20-F of NQ Mobile Inc. (the Company); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [Certification by the Principal Financial Officer I, Roland Wu, certify that: 1. I have reviewed this annual report on Form 20-F of NQ Mobile Inc. (the Company); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Zemin Xu Chief Executive Officer EX-13.1 16 d158137dex131.htm EX-13.1] [Certification by the Principal Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Roland Wu Chief Financial Officer 1 EX-13.2 17 d158137dex132.htm EX-13.2] [Our ref SHF/661944-000001/9412405v2 Direct tel +852 2971 3006 E-mail derrick.kan@maplesandcalder.com NQ Mobile Inc. No.4 Building 11 Heping Li East Street Dongcheng District Beijing 100013 Peoples Republic of China April 6, 2016 Dear Sir NQ Mobile Inc. Company SEC Form 20-F We have acted as legal advisers as to the laws of the Cayman Islands to NQ Mobile Inc., an exempted] [Consent of Jincheng Tongda & Neal April 6, 2016 NQ Mobile Inc. No. 4 Building 11 Heping Li East Street Dongcheng District Beijing 100013 Peoples Republic of China Dear Sirs: SEC Yours faithfully, Jincheng Tongda & Neal Law Firm EX-15.2 19 d158137dex152.htm EX-15.2] [Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-178076) of NQ Mobile Inc. of our reports dated April 6, 2016, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appear in this Form 20-F. Marcum Bernstein & Pinchuk]
[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 AMENDMENT NO. 1 TO THE CONSORTIUM AGREEMENT AMENDMENT NO. 1 TO THE CONSORTIUM AGREEMENT Amendment Original Parties Alibaba Yunfeng This WHEREAS Agreement WHEREAS 1. The parties hereto hereby agree to amend the Agreement as follows: (a) The definition of Exclusivity Period in Section 11.01 of the Agreement is hereby deleted in its entirety and replaced with the following] [EXECUTION VERSION ADHERENCE AGREEMENT Agreement THIS ADHERENCE AGREEMENT (this New Member Alibaba Investment Limited, a limited liability company organized and existing under the laws of the British Virgin Islands with its registered address at Trident Chambers, P.O. Box 146 Road Town, Tortola, British Virgin Islands (the RECITALS: Existing Members Consortium Agreement Transaction Target NASDAQ (A) On July 6,] [EXECUTION VERSION ADHERENCE AGREEMENT Agreement THIS ADHERENCE AGREEMENT (this New Member Rich Moon Limited, a limited liability company organized and existing under the laws of Cayman Islands with its registered address at 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005 (the RECITALS: Existing Members Consortium Agreement Transaction Target NASDAQ (A) On July 6, 2015, the parties listed on] [JOINT FILING AGREEMENT Yan Tang Sichuan Zhang Gallant Future Holdings Limited Yan Tang Director Matrix Partners China II Hong Kong Limited Matrix Partners China II, L.P. Yibo Shao Matrix China Management II, L.P. Director Matrix China II GP GP, Ltd.] []
