DSKY [iDreamSky Technology] DRS: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of each class of securities (1)(2) to be registered Proposed (3) aggregate Amount of Class A ordinary shares, par value US$0.001 US$ US$ (1) (2) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each] [Company No.: OI-266534 THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF IDREAMSKY TECHNOLOGY LIMITED rd Incorporated on the 23 th Third Amended and Restated on the 10 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2012 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF IDREAMSKY TECHNOLOGY LIMITED (adopted by] [IDREAMSKY TECHNOLOGY LIMITED SHARE INCENTIVE PLAN TABLE OF CONTENTS Page 1. PURPOSE OF THE PLAN 1 2. ADMINISTRATION 1 2.1 Administrator 1 2.2 Plan Awards; Interpretation; Powers of Administrator 2 2.3 Binding Determinations 3 2.4 Reliance on Experts 3 2.5 Delegation 3 3. ELIGIBILITY 3 4. SHARES SUBJECT TO THE PLAN 4 4.1 Shares Available 4] [EMPLOYMENT AGREEMENT Agreement” Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement. AGREEMENT] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This Indemnification Agreement (this “ RECITALS Board of Directors The Board of Directors of the Company (the “ AGREEMENT In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows: A. DEFINITIONS The following terms shall have the meanings defined below: Expenses Indemnifiable Event Participant] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of March 12, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu, Party C: Shenzhen iDreamSky Technology Co., Ltd. In this Agreement, each of Party] [Loan Agreement This Loan Agreement (the “Agreement”) is made and entered into by and between the Parties below as of March 12, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): (1) Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (2) CHEN Xiangyu The Lender and the Borrower shall each be hereinafter referred to as a “Party”] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on March 12, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Shenzhen iDreamSky Technology Co., Ltd. In this Agreement, each] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders’ meetings of Shenzhen iDreamSky; 2) exercise all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China] [Spousal Consent Transaction Documents iDreamSky (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the “ (2) The Exclusive Option Agreement entered into between the WFOE and iDreamSky; (3) The Power of Attorney executed by Chen Xiangyu; (4) The Loan Agreement entered into with the WFOE. I] [Framework Agreement Agreement This Framework Agreement (the “ 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the “ 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Huaxiu Shenzhen Huaxiu Investment Co., Ltd. (“ 4. Company Shenzhen iDreamSky Technology Co., Ltd. (the “ For the purpose of this Agreement, each of the WFOE, Chen Xiangyu,] [Framework Agreement Agreement This Framework Agreement (the “ 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the “ 2. Chen Xiangyu, a Chinese citizen, whose identification number is ; 3. Company Shenzhen iDreamSky Technology Co., Ltd. (the “ For the purpose of this Agreement, each of the WFOE, Chen Xiangyu and the Company is referred to as] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of March 5, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd., Party B: CHEN Xiangyu, Party C: Shenzhen Mengyu Technology Co., Ltd., In this Agreement, each of Party] [Loan Agreement This Loan Agreement (the “Agreement”) is made and entered into by and between the Parties below as of March 5, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): (1) Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (2) CHEN Xiangyu The Lender and the Borrower shall each be hereinafter referred to as a “Party”] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on March 5, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Shenzhen Mengyu Technology Co., Ltd., In this Agreement, each] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders’ meetings of Mengyu; 2) exercise all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China and] [Spousal Consent Li Xia Transaction Documents Mengyu (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the “ (2) The Exclusive Option Agreement entered into between the WFOE and Mengyu; (3) The Power of Attorney executed by Chen Xiangyu; (4) The Loan Agreement entered into with the] [Framework Agreement Agreement This Framework Agreement (the “ 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the “ 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Guan Song, a Chinese citizen, whose identification number is 4. Company Shenzhen Mengyu Technology Co., Ltd. (the “ For the purpose of this Agreement, each of the WFOE,] [Framework Agreement Agreement This Framework Agreement (the “ 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the “ 2. Chen Xiangyu, a Chinese citizen, whose identification number is ; 3. Guan Song, a Chinese citizen, whose identification number is ; and 4. Company Shenzhen Mengyu Technology Co., Ltd. (the “ For the purpose of this Agreement, each] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of November 29, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu, Party C: Beijing Chuangmeng Wuxian Technology Co., Ltd. In this Agreement, each of] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 29, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Beijing Chuangmeng Wuxian Technology Co., Ltd. In this Agreement,] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders’ meetings of Beijing Chuangmeng; 2) exercise all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China] [Spousal Consent Li Xia Transaction Documents Beijing Chuangmeng (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the “ (2) The Exclusive Option Agreement entered into between the WFOE and Beijing Chuangmeng; (3) The Power of Attorney executed by Chen Xiangyu. I hereby undertake not to make] [Framework Agreement Agreement This Framework Agreement (the “ 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the “ 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Li Meiping, a Chinese citizen, whose identification number is 4. Guan Song, a Chinese citizen, whose identification number is 5. Company Beijing Chuangmeng Wuxian Technology Co., Ltd. (the] [Science Park Branch of Shenzhen Kexing Biotech Co., Ltd. KXZLA2(2013)001 Lease Contract of Kexing Science Park Lessor: Science Park Branch of Shenzhen Kexing Biotech Co., Ltd. (“Party A”) Lessee: Shenzhen iDreamSky Technology Co., Ltd. (“Party B”) Law of the People’s Republic of China This Contract is entered into by and between Party A and Party B (collectively, the “Parties”) under] [Execution Version IDREAMSKY TECHNOLOGY LIMITED PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement Execution Date THIS PREFERRED SHARE SUBSCRIPTION AGREEMENT (the “ (1) Company iDreamSky Technology Limited, an exempted limited liability company organized under the laws of the Cayman Islands (the “ (2) Beijing DC Beijing Chuangmeng Wuxian Technology Co., Ltd. (3) Chuang Meng Shenzhen iDreamSky Technology Co., Ltd. (4) Mengyu Domestic Enterprises] [ACT IDREAMSKY TECHNOLOGY LIMITED THIS CERTIFIES THAT, Name of Holder as set forth in Annex A [ Holder Company Maximum Aggregate Exercise Price as set forth in Annex A [ Purchase Agreement Certain Definitions. 1. Control Controlling Controlled “ Exercise Period “ Exercise Price Per Share “ Permitted Transferee “ Person “ Securities Act “ “ Unless otherwise stipulated, the] [Execution Version IDREAMSKY TECHNOLOGY LIMITED PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement THIS PREFERRED SHARE SUBSCRIPTION AGREEMENT (the “ (1) Company iDreamSky Technology Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “ (2) HK Company iDreamSky Technology (HK) Limited (3) WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (4) Beijing DC Beijing Chuangmeng] [REPURCHASE AGREEMENT Agreement Effective Date This Repurchase Agreement (this “ (1) iDreamSky Technology Limited Company (2) Name and Particulars of the Sole Shareholder of the Seller [ 1 Name and Particulars of the Seller as set forth in Annex A [ Seller [ RECITALS Securities Owned as set forth in Annex A [ Whereas, as of the date of this] [Execution Version IDREAMSKY TECHNOLOGY LIMITED SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Agreement THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “ (1) Company iDreamSky Technology Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “ (2) HK Company iDreamSky Technology (HK) Limited (创梦天地科技(香港)有限公司), a limited liability company incorporated under the laws of Hong Kong] [List of Subsidiaries Subsidiaries Name Jurisdiction of Incorporation iDreamSky Technology (HK) Limited Hong Kong Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. People’s Republic of China (“PRC”) Affiliated Entities Name Jurisdiction of Incorporation Beijing Chuangmeng Wuxian Technology Co., Ltd. PRC Shenzhen iDreamSky Technology Co., Ltd. PRC Shenzhen Mengyu Technology Co., Ltd. PRC Shenzhen Yiyou Technology Limited PRC Shenzhen Zhuoyou Technology]

By | 2016-03-17T00:24:27+00:00 April 11th, 2014|Categories: Chinese Stocks, DSKY, SEC Original|Tags: , , , , , |0 Comments
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CTC [IFM Investments] 6-K: (Original Filing)

[Century 21 China Real Estate Receives Notice from NYSE Regarding Listing Standards BEIJING, China, April 11, 2014 - IFM Investments Limited (NYSE: CTC) (“Century 21 China Real Estate” or the “Company”), a leading comprehensive real estate services provider and the exclusive franchisor for the CENTURY 21 ® The Company has notified the NYSE that it plans to submit a business] [FORM 6-K IFM INVESTMENTS LIMITED 26/A, East Wing, Hanwei Plaza No.7 Guanghua Road, Chaoyang District Beijing, 100004 People’s Republic of China Form 20-F x Form 40-F o o o o No x S Number Description of Document 99.1]

By | 2016-03-16T21:06:35+00:00 April 11th, 2014|Categories: Chinese Stocks, CTC, SEC Original|Tags: , , , , , |0 Comments
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JMEI [Jumei International] CORRESP: (Original Filing)

[DIRECT DIAL 852-3740 4863 DIRECT FAX 852-3910 4863 PARTNERS OHN DEBIYI ¿ J HRISTOPHER ETTS C DWARD AM ¿ E AUL ITCHARD ¿ G.S. P LIVE OUGH ¿ C ONATHAN TONE J LEC RACY A ¿ LSO DMITTED IN NGLAND ALES KADDEN RPS LATE EAGHER LOM S 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN’S ROAD CENTRAL, HONG KONG —— TEL:]

By | 2016-03-22T12:30:01+00:00 April 11th, 2014|Categories: Chinese Stocks, JMEI, SEC Original|Tags: , , , , , |0 Comments
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JMEI [Jumei International] F-1: (Original Filing)

[Subject to Completion Dated , 2014. American Depositary Shares Jumei International Holding Limited Representing Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of Jumei International Holding Limited, or Jumei. Jumei is offering ADSs. The selling shareholders identified in this prospectus are offering an aggregate additional ADSs. Each ADS represents of our Class] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF JUMEI INTERNATIONAL HOLDING LIMITED (Adopted by Special Resolution on November 18, 2011) 1. The name of the Company is Jumei International Holding Limited. 2. th The Registered Office of the Company shall be at P.O. Box 613, 4 3. The] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF JUMEI INTERNATIONAL HOLDING LIMITED (adopted by a Special Resolution passed on April 11, 2014 and effective conditional and immediately upon the completion of the initial public offering of the Company’s American Depository Shares representing its Class A Ordinary Shares)] [JUMEI INTERNATIONAL HOLDING LIMITED Name of Company: JUMEI INTERNATIONAL HOLDING LIMITED Number: Class A Ordinary Share(s): -[no. of shares]- Issued to: [name of shareholder] Dated Transferred from: Number Class A Ordinary Share(s) -[no. of shares]- Incorporated under the laws of the Cayman Islands Share capital is US$250,000 divided into 1,000,000,000 Shares comprising of (i) 840,000,000 Class A Ordinary Shares of] [JUMEI INTERNATIONAL HOLDING LIMITED SHAREHOLDERS AGREEMENT November 18, 2011 TABLE OF CONTENTS 1. DEFINITIONS 2 2. INFORMATION RIGHTS, INSPECTION RIGHTS AND BOARD REPRESENTATION 7 2.1 Information Rights and Inspection Rights 7 2.2 Board of Directors 9 3. REGISTRATION RIGHTS 10 3.1 Applicability of Rights 10 3.2 Definitions 10 3.3 Demand Registration 12 3.4 Piggyback Registrations 13] [THIS AMENDMENT TO SHAREHOLDERS AGREEMENT Amendment Company (1) Jumei International Holding Limited, an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands with its registered address at P.O. Box 613, 4th Floor Harbour Centre, George Town, Grand Cayman KY1-1107, Cayman Islands (the “ Required Investors (2) K2 Partners L.P., Sequoia Capital China II L.P., Sequoia] [Our ref SSY/688757-000001/6901008v2 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com Jumei International Holding Limited 20th Floor, Tower B, Zhonghui Plaza 11 Dongzhimen South Road, Dongcheng District Beijing 100007 The People’s Republic of China 11 April 2014 Dear Sirs Jumei International Holding Limited Company Registration Statement Commission Offering ADSs Shares We have acted as Cayman Islands legal advisers to Jumei International] [SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE FIRM/AFFILIATE LOS ANGELES, CALIFORNIA 90071-3144 OFFICES ——— ——— TEL: (213) 687-5000 BOSTON FAX: (213) 687-5600 CHICAGO www.skadden.com HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON ——— BEIJING BRUSSELS FRANKFURT April 11, 2014 HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE] [JUMEI INTERNATIONAL HOLDING LIMITED 2011 GLOBAL SHARE PLAN Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b) “ Applicable Law (c) “ Award (d) “ Award Agreement (e) “ Board (f) “ Change in Control (g) “ (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the] [JUMEI INTERNATIONAL HOLDING LIMITED 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Jumei International Holding Limited 2014 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to render valuable services to the Company, the board of directors of the Company (the “ NOW, THEREFORE,] [JUMEI INTERNATIONAL HOLDING LIMITED DIRECTOR SERVICE AGREEMENT Agreement Company Director This Director Service Agreement (the “ I. SERVICES Board of Directors Board Effectiveness Date Expiration Date Memorandum and Articles 1.1 Director Services Director Services 1.2 II. COMPENSATION Compensation Schedule I 2.1 III. DUTIES OF DIRECTOR Fiduciary Duties 3.1 Confidentiality Confidential Information 3.2 3.3 Return of the Company Property Company Property] [EMPLOYMENT AGREEMENT Agreement” Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of] [Amended and Restated Equity Pledge Agreement Amended and Restated Equity Pledge Agreement Agreement PRC This Party A: BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. Pledgee th Party B LEO OU CHEN Pledgor Party C: EEMAKE MEDIA CO., LTD. nd Party Parties In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to individually as a “] [Amended and Restated Equity Pledge Agreement Amended and Restated Equity Pledge Agreement Agreement PRC This Party A: BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. Pledgee th Party B: YUSEN DAI Pledgor Party C: REEMAKE MEDIA CO., LTD. nd Party Parties In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to individually as a “ Whereas:] [Amended and Restated Equity Pledge Agreement Amended and Restated Equity Pledge Agreement Agreement PRC This Party A: BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. Pledgee th Party B: HUI LIU Pledgor Party C: REEMAKE MEDIA CO., LTD. nd Party Parties In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to individually as a “ Whereas:] [LEO OU CHEN and HUI LIU and YUSEN DAI and BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. AMENDED AND RESTATED EXCLUSIVE OPTION AGREEMENT FOR REEMAKE MEDIA CO., LTD. January 24, 2014 AMENDED AND RESTATED EXCLUSIVE OPTION AGREEMENT Amended and Restated Exclusive Option Agreement Agreement This 1. Schedule I Each of the Shareholders Listed in LEO OU CHEN (1) HUI LIU (2)] [LEO OU CHEN and HUI LIU and YUSEN DAI and BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. and REEMAKE MEDIA CO., LTD. AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS AGREEMENT FOR REEMAKE MEDIA CO., LTD. January 24, 2014 AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS AGREEMENT Amended and Restated Shareholders’ Voting Rights Agreement Agreement This 1. Schedule I Each of the Shareholders Listed] [JUMEI YOUPIN (BEIJING) SCIENCE AND TECHNOLOGY SERVICES CO., LTD. and REEMAKE MEDIA CO., LTD. EXCLUSIVE CONSULTING AND SERVICES AGREEMENT April 8, 2011 EXCLUSIVE CONSULTING AND SERVICES AGREEMENT Exclusive Consulting and Services Agreement Agreement PRC This (1) Jumei Youpin (Beijing) Science and Technology Services Co., Ltd., th Party A (2) Reemake Media Co., Ltd. Party B Party Parties (each a “] [POWER OF ATTORNEY Power of Attorney Proxy This Power of Attorney (the “ Company I, LEO OU CHEN, hereby grant to the Proxy a general proxy authorizing the Proxy to exercise, as my proxy and on my behalf, the following rights enjoyed by myself in my capacity as a shareholder of Reemake Media Co., Ltd. (the “ (1) to propose] [List of Subsidiaries and Consolidated Affiliated Entities of Jumei International Holding Limited Place of Incorporation Subsidiaries Jumei Hongkong Limited Hong Kong Shanghai Paddy Commerce and Trade Co., Ltd. PRC Chengdu Jumei Youpin Science and Technology Co., Ltd. PRC Tianjin Cycil Information Technology Co., Ltd. PRC Tianjin Darren Trading Co., Ltd. PRC Beijing Silvia Technology Service Co., Ltd. PRC Consolidated Affiliated] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Jumei International Holding Limited of our report dated March 20, 2014, except for Note 18, which is as of April 11, 2014, relating to the financial statements of Jumei International Holding Limited, which appears in such Registration Statement. We] [April 11, 2014 Jumei International Holding Limited 20th Floor, Tower B, Zhonghui Plaza 11 Dongzhimen South Road, Dongcheng District Beijing 100007 The People’s Republic of China Re: Jumei International Holding Limited Ladies and Gentlemen, We hereby consent to the references to our name and the inclusion of information, data and statements from our research reports and amendments thereto, including but] [JUMEI INTERNATIONAL HOLDING LIMITED CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC • • prompt internal] [Jumei International Holding Limited April 11, 2014 Re: Legal Opinion on Certain PRC Law Matters Dear Sirs, PRC We are lawyers qualified in the People’s Republic of China (the “ Company Registration Statement SEC Offering ADSs We have acted as PRC legal counsel to Jumei International Holding Limited (the “ Appendix A VIE Agreements Documents In so acting, we have] [Jumei International Holding Limited 20th Floor, Tower B, Zhonghui Plaza 11 Dongzhimen South Road, Dongcheng District Beijing 100007 The People’s Republic of China January 30, 2014 Confidential 100 F Street, N.E. Re: Jumei International Holding Limited Dear Sir/Madam, Company Draft Registration Statement ADSs Commission The Company has included in the Draft Registration Statement its audited consolidated financial statements as of]

By | 2016-03-22T12:34:58+00:00 April 11th, 2014|Categories: Chinese Stocks, JMEI, SEC Original|Tags: , , , , , |0 Comments
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YGE [YINGLI GREEN ENERGY CO] CORRESP: (Original Filing)

[Yingli Green Energy Holding Company Limited No. 3399 Chaoyang North Street Baoding 071051 People’s Republic of China VIA EDGAR April 11, 2014 Amanda Ravitz Mary Beth Breslin Tim Buchmiller Division of Corporation Finance 100 F Street, N.E. Re: Yingli Green Energy Holding Company Limited File No. 333-191031 Dear Ms. Ravitz, Ms. Breslin and Mr. Buchmiller: Commission Registration Statement · Staff]

By | 2016-03-26T17:04:56+00:00 April 11th, 2014|Categories: Chinese Stocks, SEC Original, YGE|Tags: , , , , , |0 Comments
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MCOX [Mecox Lane] 20-F: (Original Filing)

[None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 439,876,976 ordinary shares, par value $0.0001 per share, as of December 31, 2013. o Yes x No o Yes x No x Yes o No o Yes] [LOAN AGREEMENT among Column A Borrower (“ and SHANGHAI MECOX LANE SHOPPING CO., LTD. (“ML Shopping”) and MAI WANG TRADING (SHANGHAI) CO., LTD. Lender (“ Column B Dated Agreement This LOAN AGREEMENT (this “ Column B in , the People’s Republic of China China (“ by and among the following parties: (A). Column A Borrower (“ a citizen of China] [Promissory Note Column A FOR VALUE RECEIVED, Mai Wang Trading Column B (Shanghai) Co., Ltd., a Chinese wholly foreign owned company, or its assignee(s) (collectively, the “Lender”), the principal sum of Column C (the “Loan Agreement”). Column A Column A Column A Column B Column C 1 HUANG WEI LING RMB3,000,000 Nov 8, 2013 2] [EXCLUSIVE PURCHASE OPTION AGREEMENT among Column A Grantor (“ and SHANGHAI MECOX LANE SHOPPING CO., LTD. ML Shopping (“ and MAI WANG TRADING (SHANGHAI) CO., LTD. Grantee (“ Column B Dated This EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement (the “ Column B China in , the People’s Republic of China (“ (1) Column A Grantor (the “ Column C whose address] [POWER OF ATTORNEY Column A China Column B I, (1) Column C ML Shopping Shares ML Shopping I am a holder of (2) ML Trading I hereby irrevocably grant to Mai Wang Trading (Shanghai) Co., Ltd. (“ Designee (the “ the power of attorney to act on my behalf in all matters pertaining to ML Shopping and the ML Shopping] [EQUITY PLEDGE AGREEMENT among Column A Pledgor (“ and SHANGHAI MECOX LANE SHOPPING CO., LTD. ML Shopping (“ and MAI WANG TRADING (SHANGHAI) CO., LTD. Beneficiary (“ Column B Dated Agreement Column B China This EQUITY PLEDGE AGREEMENT (this “ (A). Column A Pledgor Column C Column D (“ (B). ML Shopping Shanghai Mecox Lane Shopping Co., Ltd. (“ (C).] [Column A Column B Column C Re: Tax Payables Column D Dear I Column B ML Shopping ML Trading Agreements Column B Column B n connection with that certain Loan Agreement, Equity Pledge Agreement and Exclusive Business Cooperation Agreement entered into among Sincerely, Shanghai Mecox Lane Shopping Co., Ltd. [seal: Shanghai Mecox Lane Shopping Co., Ltd.] Mai Wang Trading (Shanghai)] [LOAN AGREEMENT among Column A Borrower (“ and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. Lender (“ Dated Column B Agreement Column B This LOAN AGREEMENT (this “ , the People’s Republic of China China (“ by and among the following parties: (A). Column A Borrower Column C Column D (“ (B). Rampage Shopping] [EQUITY PLEDGE AGREEMENT among Column A Pledgor (“ and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. Beneficiary (“ Column B Dated Agreement Column B China This EQUITY PLEDGE AGREEMENT (this “ (A). Column A Pledgor Column C Column D (“ (B). Rampage Shopping Shanghai Rampage Shopping Co., Ltd. (“ (C). Beneficiary Rampage Trading (Shanghai)] [EXCLUSIVE PURCHASE OPTION AGREEMENT among Column A Grantor (“ and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. Grantee (“ Dated Column B This EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement Column B China (the “ (1) Column A Grantor Column C Column D (the “ (2) SHANGHAI RAMPAGE SHOPPING CO., LTD. Rampage Shopping (“ (3) RAMPAGE] [POWER OF ATTORNEY Column A China Column B I, (1) Column C Rampage Shopping Shares Rampage Shopping I am a holder of (2) Rampage Trading I hereby irrevocably grant to Rampage Trading (Shanghai) Co., Ltd. (“ Designee (the “ the power of attorney to act on my behalf in all matters pertaining to Rampage Shopping and the Rampage Shopping Shares,] [Column A Column B Column C Re: Tax Payables Column D Dear I Column B Rampage Shopping . Agreements Column B Column B n connection with that certain Loan Agreement, Equity Pledge Agreement and Exclusive Business Cooperation Agreement entered into among Sincerely, Shanghai Rampage Shopping Co., Ltd. [seal: Shanghai Rampage Shopping Co., Ltd.] Column B Column B Column B 1] [Merchandise Sale Contract Vipshop (China) Co. Ltd. Party A: Mecox Lane E-Commerce (Shanghai) Co., Ltd. Party B: J4332-C10 Contract No. 1 Merchandise Sale Contract Party A: Vipshop (China) Co. Ltd. No. 20-6 Huahai Street, Fangcun, Liwan District Guangzhou Address: Party B: Mecox Lane E-Commerce (Shanghai) Co., Ltd. Address: Floor 22, Building 20, Gem Garden Building, No. 487 Tianlin Road, Shanghai] [TERMINATION AGREEMENT TERMINATION AGREEMENT Termination Agreement This 1. RAMPAGE CHINA LIMITED Company , a limited liability company incorporated in the Cayman Islands with its registered office located at the office of Offshore Incorporations (Cayman) Limited, Floor 4, Willow House, Cricket Square, P.O.Box 2804, Grand Cayman KY1-1112, Cayman Islands (the “ 2. MECOX LANE LIMITED , a limited liability company incorporated] [List of Subsidiaries of Mecox Lane Limited Beneficially Owned Subsidiaries Name of Company Jurisdiction of Percentage of Attributable 1. eMecoxLane Co., Ltd. Cayman Islands 100 % 2. Rampage China Limited Cayman Islands 80 % 3. Mexi-Care Limited Cayman Islands 100 % 4. Mixblu Limited Cayman Islands 100 % 5. Rampage China (Hong Kong) Limited] [CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER I, Alfred Beichun Gu, certify that: 1. I have reviewed this annual report on Form 20-F of Mecox Lane Limited (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] [CERTIFICATION BY THE CHIEF FINANCIAL OFFICER I, Guisheng Liu, certify that: 1. I have reviewed this annual report on Form 20-F of Mecox Lane Limited (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] [CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Alfred Beichun Gu Chief Executive Officer 1 EX-13.1 18 a14-3513_1ex13d1.htm EX-13.1] [CERTIFICATION BY THE CHIEF FINANCIAL OFFICER (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Guisheng Liu Acting Chief Financial Officer 1 EX-13.2 19 a14-3513_1ex13d2.htm EX-13.2] [Our ref RDS/611736-000001/6982070v1 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Mecox Lane Limited 22nd Floor, Gems Tower, Building 20, No. 487, Tianlin Road Shanghai 200233, People’s Republic of China 11 April 2014 Dear Sirs Mecox Lane Limited (the “Company”) Yours faithfully Maples and Calder EX-15.1 20 a14-3513_1ex15d1.htm EX-15.1] [25/F, Tower 3, Jing An Kerry Centre 1228 Middle Yan’an Road Shanghai 200040, P.R.C T: (86-21) 5298-5488 F: (86-21) 5298-5492 junhesh@junhe.com Mecox Lane Limited 22nd Floor, Gems Tower, Building 20 No. 487, Tianlin Road Shanghai 200233 The People’s Republic of China Ladies and Gentlemen: Sincerely yours, (Seal of Jun He Law Officers is affixed) For and on behalf of JUN] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No.333-175359 on Form S-8 of our report dated April 11, 2014, relating to the financial statements and financial statement schedule of Mecox Lane Limited, appearing in the Annual Report on Form 20-F of Mecox Lane Limited for the year ended December 31, 2013.] [Giosis Mecoxlane Ltd. Consolidated Financial Statements As of and for the year ended December 31, 2013 Giosis Mecoxlane Ltd. Index Table of Content Page(s) Registered Public Accounting Firm 2 Consolidated Balance Sheet 3 Consolidated Statement of Comprehensive Loss 4 Consolidated Statement of Changes in Equity 5 Consolidated Statement of Cash Flows 6 Notes to Consolidated Financial Statements 7 - 22] [Consent of independent registered public accounting firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-175359) of Mecox Lane Limited of our report dated April 11 , 2014, relating to the financial statements, which appears in this Form 20-F. Seoul, Korea April 11 , 2014 EX-15.5 24 a14-3513_1ex15d5.htm EX-15.5]

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YGE [YINGLI GREEN ENERGY CO] F-3/A: (Original Filing)

[] [Consent of Independent Registered Public Accounting Firm The Board of Directors Yingli Green Energy Holding Company Limited We consent to the use of our report s with respect to the consolidated balance sheets of Yingli Green Energy Holding Company Limited and its subsidiaries as of December 31, 2012 and 2013, and the related consolidated statements of comprehensive loss, changes in]

By | 2016-03-26T17:07:26+00:00 April 11th, 2014|Categories: Chinese Stocks, SEC Original, YGE|Tags: , , , , , |0 Comments
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