[FORM 20-F (Mark One) o OR ý For the fiscal year ended December 31, 2012. OR o For the transition period from t o . OR o Date of event requiring this shell company report: . TAOMEE HOLDINGS LIMITED N/A Cayman Islands 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Paul Keung, Chief Financial Officer Title of Each] [Housing Lease Contract This Housing Lease Contract (hereinafter referred to as this “Contract”) is made by and between the following two parties in Shanghai, P.R.C (hereinafter “China”) as of this day of , 2012: Lessor (Party A): M&G Chenguang Holding (Group) Co., Ltd. Address: No.3488 Jinqian Road, Qingcun Town, Fengxian District, Shanghai Legal representative: Huxiong Chen Postal code: 201406 Tel:] [Housing Lease Contract This Housing Lease Contract (hereinafter referred to as this “Contract”) is made by and between the following two parties in Shanghai, P.R.C (hereinafter “China”) as of this day of , 2012: Lessor (Party A): M&G Chenguang Holding (Group) Co., Ltd. Address: No.3488 Jinqian Road, Qingcun Town, Fengxian District, Shanghai Legal representative: Huxiong Chen Postal code: 201406 Tel:] [Housing Lease Contract This Housing Lease Contract (hereinafter referred to as this “Contract”) is made by and between the following two parties in Shanghai, P.R.C (hereinafter “China”) as of this day of , 2012: Lessor (Party A): M&G Chenguang Holding (Group) Co., Ltd. Address: No.3488 Jinqian Road, Qingcun Town, Fengxian District, Shanghai Legal representative: Huxiong Chen Postal code: 201406 Tel:] [Housing Lease Contract This Housing Lease Contract (hereinafter referred to as this “Contract”) is made by and between the following two parties in Shanghai, P.R.C (hereinafter “China”) as of this day of , 2012: Lessor (Party A): M&G Chenguang Holding (Group) Co., Ltd. Address: No.3488 Jinqian Road, Qingcun Town, Fengxian District, Shanghai Legal representative: Huxiong Chen Postal code: 201406 Tel:] [Shanghai Taomee Network Technology Co., Ltd. Sales Cooperation Agreement for Taomee Internet Physical Cards THIS SALES COOPERATION AGREEMENT FOR TAOMEE INTERNET PHYSICAL CARDS (this “Agreement”) is entered into in Shanghai on January 1, 2013 by and between: Party A: Shanghai Taomee Network Technology Co., Ltd. Address: 13-16/F, Building No. A-2, No. 1528 Gumei Road, Modern Service Industry Park, Xuhui District,] [Shanghai Taomee Network Technology Co., Ltd. Sales Cooperation Agreement for Taomee Internet Virtual Cards Chapter 1 Parties of this Agreement THIS SALES COOPERATION AGREEMENT FOR TAOMEE INTERNET VIRTUAL CARDS (this “Agreement”) is entered into in Shanghai on January 1, 2013 by and between: Party A: Shanghai Taomee Network Technology Co., Ltd. Address: 13-16/F, Building No. A-2, No. 1528 Gumei Road,] [December 26, 2011 Zeng Liqing Huang Jianbin Luo Kai Wu Xiulan He Tingke Guangzhou Chuangyou Information Technology Co., Ltd. And Shanghai Taomee Network Technology Co., Ltd. Cooperation Framework Agreement Cooperation Framework Agreement Zeng Liqing 610113197001232130 Existing Shareholder A (1) Huang Jianbin 440103197606045114 Existing Shareholder B (2) Luo Kai, 440105197512073934 Existing Shareholder C (3) Wu Xiulan, 440102196308294023 Existing Shareholder D (4)] [Guangdong Taomee Animation Technology Co., Ltd. EQUITY INVESTMENT AGREEMENT Shanghai Taomee Party A: Shanghai Taomee Network Technology Co., Ltd. ( “ Party B: Zhao Jinjun Invested Company Party A and Party B hereby enter into this Equity Investment Agreement regarding the Parties’ investments and Party B’s contribution of technologies in Guangdong Taomee Animation Technology Co., Ltd. (“ ARTICLE 1 SHAREHOLDING] [Contract No.: JOINT INVESTMENT CONTRACT FOR ANIMATED FILM “SEER III” THIS JOINT INVESTMENT CONTRACT (this “Contract”) is made as of February 1, 2013 in Shanghai, the People’s Republic of China (“PRC”) by and between: (1) Party A: Shanghai Taomee Animation Co., Ltd. Address: 14F, A2, No.1528 Gumei Road, Xuhui District, Shanghai Tel.: 021-61280056 Fax: 021-33674012 Postal code: 200233 AND (2)] [List of Subsidiaries of Taomee Holdings Limited Beneficially Owned Subsidiaries Name of Company Jurisdiction of Percentage of 1. Taomee Holdings (HK) Limited Hong Kong 100 % 2. Shanghai Shengran Information Technology Co., Ltd. PRC 100 % Name of Company Jurisdiction of 1. Shanghai Taomee Network Technology Co., Ltd. PRC 2. Shanghai Taomee Animation Co., Ltd. PRC 3. Shanghai Qidong Information] [Certification by the Chief Executive Officer I, Benson Haibing Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Taomee Holdings 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, Paul Keung, certify that: 1. I have reviewed this annual report on Form 20-F of Taomee Holdings 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 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Benson Haibing Wang Chief Executive Officer EX-13.1 14 a2214446zex-13_1.htm EX-13.1] [Certification (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Paul Keung Chief Financial Officer EX-13.2 15 a2214446zex-13_2.htm EX-13.2] [ALLBRIGHT LAW OFFICES ——————— SHANGHAI ——————— ( 上海市锦天城律师事务所 ) Hong Kong Plaza 28th Floor No. 283 Huaihai Middle Road Shanghai, P. R. China 200021 Telephone: (86 21) 2326-1888; Facsimile: (86 21) 2326-1999 Website: www.allbrightlaw.com April 17, 2013 Taomee Holdings Limited 16/F, Building No. A-2, No. 1528 Gumei Road Xuhui District, Shanghai 200233 People’s Republic of China Dear Sirs, Yours faithfully,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333- 183651 on Form S-8 of our report relating to the consolidated financial statements of Taomee Holdings Limited (the “Company”) and its subsidiaries and variable interest entities dated April 17, 2013, appearing in the Annual Report on Form 20-F of the Company]