CHU [CHINA UNICOM (HONG KONG)] 20-F: (Original Filing)

[TABLE OF C Page iii Certain Definitions iv PART I 1 Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 17 Item 4A. Unresolved Staff Comments 46 Item 5. Operating and Financial Review and Prospects 46 Item 6. Directors, Senior] [2014-2016 Comprehensive Service Agreement between CHINA UNITED NETWORK COMMUNICATIONS GROUP COMPANY LIMITED and CHINA UNITED NETWORK COMMUNICATIONS CORPORATION LIMITED October 24, 2013 Table of Contents 1. Basic Principles 4 2. The Components of Integrated Services 5 3. Pricing Principle and Payment 5 4. Validity 6 6 6. Coming Into Force 8 7. Force Majeure 8 8. Confidentiality 8 9. Non] [(incorporated in Hong Kong with limited liability) RULES OF THE SHARE OPTION SCHEME Adopted by an Ordinary Resolution of China Unicom (Hong Kong) Limited on 16 April 2014 ONTENTS C LAUSE C AGE P 1. DEFINITIONS 1 2. PURPOSE 5 3. CONDITIONS 5 4. DURATION AND ADMINISTRATION 5] [List of Significant Subsidiaries Name of Subsidiary Country of Incorporation Ownership China United Network Communications Corporation Limited China 100 % Unicom Vsens Telecommunications Company Limited China 100 % Unicom New Horizon Telecommunications Corporation Limited China 100 % China Unicom (Hong Kong) Operations Limited Hong Kong 100 % China Unicom (Americas) Operations Limited 100 % China Unicom (Singapore) Operations Pte. Ltd.] [Certification I, Chang Xiaobing, certify that: 1. I have reviewed this annual report on Form 20-F of China Unicom (Hong Kong) Limited; 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] [Certification I, Li Fushen, certify that: 1. I have reviewed this annual report on Form 20-F of China Unicom (Hong Kong) Limited; 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] [Certification Dated: April 17, 2014 Chang Xiaobing Chief Executive Officer EX-13.1 7 d699460dex131.htm EX-13.1] [Certification Dated: April 17, 2014 Li Fushen Chief Financial Officer EX-13.2 8 d699460dex132.htm EX-13.2] [April 17, 2014 100 F Street, N.E. USA Commissioners: Very truly yours, Hong Kong EX-15.2 9 d699460dex152.htm EX-15.2]

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ATV [Acorn International] 20-F: ACORN INTERNATIONAL, INC. Page INTRODUCTION 1 1 PART

[ACORN INTERNATIONAL, INC. Page INTRODUCTION 1 1 PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 2 ITEM 4. INFORMATION ON THE COMPANY 39 ITEM 4A. UNRESOLVED STAFF COMMENTS 73 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 74 ITEM 6. DIRECTORS, SENIOR MANAGEMENT] [LOAN AGREEMENT This Agreement is entered into on September 23, 2013 in Shanghai, China between the parties below upon their full and friendly negotiation and intending to be legally bound: Party A: Shanghai HJX Digital Technology Co., Ltd. Legal Address: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Yang Dongjie Party B: Yang Dongjie Nationality:] [OPERATION AND MANAGEMENT AGREEMENT Agreement This Operation and Management Agreement (the “ Party A: Shanghai HJX Digital Technology Co., Ltd. Legal Address: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Yang Dongjie Party B: Shanghai HJX Electronic Technology Co., Ltd. (“Shanghai HJX Electronic”) Legal Address: Room 187, Area E, First Floor, Building 1, No.1288, Huateng] [OPERATION AND MANAGEMENT AGREEMENT Agreement This Operation and Management Agreement (the “ Party A: Shanghai HJX Digital Technology Co., Ltd. Legal Address: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Yang Dongjie Party B: Beijing HJX Technology Development Co., Ltd. HJX Technology Legal Address: Room 701-4, Building 1, No.3, Haidian Street, Haidian District, Beijing Legal] [Equity Pledge Agreement this Agreement PRC This Equity Pledge Agreement (hereinafter referred to as “ Party A: Pledgee The Shanghai HJX Digital Technology Co., Ltd. The legal address: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai The legal representative: Yang Dongjie Party B: Pledger The Yang Dongjie The number of the ID card: 140106196803232537 The domicile address:] [Equity Pledge Agreement this Agreement PRC This Equity Pledge Agreement (hereinafter referred to as “ Party A Pledgee The Shanghai HJX Digital Technology Co., Ltd. The legal address: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai The legal representative: Yang Dongjie Party B Pledger The Yang Dongjie The number of the ID card: 140106196803232537 The domicile address:] [Exclusive Purchase Agreement Agreement This Exclusive Purchase Agreement (this “ Party A Shanghai HJX Digital Technology Co., Ltd. Domicile Legal Representative Party B Yang Dongjie ID No.: Domicile: Ge Weiguo ID No. Domicile Party C Shanghai HJX Electronic Technology Co., Ltd Shanghai HJX Electronic Domicile Legal Representative Party A, Party B and Party C will each be referred to as] [Exclusive Purchase Agreement Agreement This Exclusive Purchase Agreement (this “ Party A Shanghai HJX Digital Technology Co., Ltd. Domicile Legal Representative Party B Yang Dongjie ID No.: Domicile: Ge Weiguo ID No. Domicile Party C Beijing HJX Technology Development Co., Ltd. Beijing HJX Technology Domicile Legal Representative Party A, Party B and Party C will each be referred to as] [Power of Attorney This Power of Attorney is signed by the following Principals on December 17, 2013: Principals: Principal A: Yang Dongjie ID Card No.: 140106196803232537 Address: Room 302,303, Apt 6, Building 1, No.5 North Jia Heping Li, Chaoyang District, Beijing Principal B: Ge Weiguo ID Card No.: 320203196607100019 Address: Room 402, No. 24, Lane 1111, Donglan Road, Minhang District,] [Power of Attorney This Power of Attorney is signed by the following Principals on September 23, 2013: Principals: Principal A: Yang Dongjie ID Card No.: 140106196803232537 Address: Room 302,303, Apt 6, Building 1, No.5 North Jia Heping Li, Chaoyang District, Beijing Principal B: Ge Weiguo ID Card No.: 320203196607100019 Address: Room 402, No. 24, Lane 1111, Donglan Road, Minhang District,] [Exclusive Technical Service Agreement Agreement This Exclusive Technical Service Agreement (this “ Party A: Shanghai HJX Electronic Technology Co., Ltd. Domicile: Room 187, Area E, First Floor, Building 1, No.1288, Huateng Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Yang Dongjie Party B: Shanghai HJX Digital Technology Co., Ltd. Domicile: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District,] [Exclusive Technical Service Agreement Agreement This Exclusive Technical Service Agreement (this “ Party A: Beijing HJX Technology Development Co., Ltd. Domicile: Room 701-4, Building 1, No.3, Haidian Street, Haidian District, Beijing Legal Representative: Yang Dongjie Party B: Shanghai HJX Digital Technology Co., Ltd. Domicile: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Yang Dongjie Either] [Letter of Consent 320204197107222328 I, Hu Wenjun (ID Card No.: 1. In accordance with the Equity Pledge Agreement he signed on September 23, 2013, Ge Weiguo pledges to Shanghai HJX Digital Technology Co., Ltd. 25% of the equity interest he holds in Beijing HJX Technology Development Co., Ltd. (“Beijing HJX Technology”) and in Shanghai HJX Electronic Technology Co., Ltd (“Shanghai] [Letter of Consent 210121197011160922 I, Cui Zhongqiu (ID Card No.: 1. In accordance with the Equity Pledge Agreement he signed on September 23, 2013, Yang Dongjie pledges to Shanghai HJX Digital Technology Co., Ltd.75% of the equity interest he holds in Beijing HJX Technology Development Co., Ltd. (“Beijing HJX Technology”) and in Shanghai HJX Electronic Technology Co., Ltd (“Shanghai HJX] [Letter of Consent I, Hu Wenjun (ID Card No.: 320204197107222328), am the duly married spouse of Ge Weiguo (ID Card No.: 320203196607100019). I hereby acknowledge, understand and agree that: 1. In accordance with the Equity Pledge Agreement he signed on November 29, 2011, Ge Weiguo pledges to Acorn Information Technology (Shanghai) Co., Ltd. 25% of the equity interest he holds] [Power of Attorney This Power of Attorney is signed by the following Principals on May 25, 2013: Principals: Principal A: Yang Dongjie ID Card No.: 140106196803232537 Address: Room 302,303, Apt 6, Building 1, No.5 North Jia Heping Li, Chaoyang District, Beijing Principal B: Ge Weiguo ID Card No.: 320203196607100019 Address: Room 402, No. 24, Lane 1111, Donglan Road, Minhang District,] [Power of Attorney This Power of Attorney is signed by the following Principals on May 25, 2013: Principals: Principal A: Yang Dongjie ID Card No.: 140106196803232537 Address: Room 302,303, Apt 6, Building 1, No.5 North Jia Heping Li, Chaoyang District, Beijing Principal B: Ge Weiguo ID Card No.: 320203196607100019 Address: Room 402, No. 24, Lane 1111, Donglan Road, Minhang District,] [List of Subsidiaries and Affiliated Entities • China DRTV, Inc., incorporated in the British Virgin Islands • Smooth Profit Limited, incorporated in the British Virgin Islands • Star Education & Technology Group Inc., incorporated in the Cayman Islands • Star Education & Technology Limited, incorporated in the British Virgin Islands • Bright Rainbow Investments Limited, incorporated in the Hong Kong] [Certification by the Chief Executive Officer I, Don Dongjie Yang, certify that: 1. 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 made, not misleading with respect to the] [Certification by the Chief Financial Officer I, Geoffrey Weiji Gao, certify that: 1. 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 made, not misleading with respect to the] [Section 906 of the Sarbanes-Oxley Act of 2002 Don Dongjie Yang Chief Executive Officer EX-13.1 21 d664926dex131.htm EX-13.1] [Section 906 of the Sarbanes-Oxley Act of 2002 Geoffrey Weiji Gao Principal Financial and Accounting Officer EX-13.2 22 d664926dex132.htm EX-13.2] [COMMERCE & FINANCE LETTERHEAD April 17, 2014 Acorn International, Inc. 18/F, 20th Building 487 Tianlin Road Shanghai 200233, China RE: ACORN INTERNATIONAL, INC. Dear Sirs/Madams, Company We have acted as legal advisors as to the laws of the People’s Republic of China to Acorn International, Inc., an exempted limited liability company incorporated in the Cayman Islands (the “ We hereby] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement No. 333-143267 on Form S-8 of our report dated April 17, 2014, relating to the consolidated financial statements and financial statement schedule of Acorn International, Inc. and its subsidiaries and variable interest entities (the “Company”), appearing in this Annual Report on Form]

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CHU [CHINA UNICOM (HONG KONG)] 20-F: TABLE OF C Page iii Certain Definitions iv

[TABLE OF C Page iii Certain Definitions iv PART I 1 Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 17 Item 4A. Unresolved Staff Comments 46 Item 5. Operating and Financial Review and Prospects 46 Item 6. Directors, Senior] [2014-2016 Comprehensive Service Agreement between CHINA UNITED NETWORK COMMUNICATIONS GROUP COMPANY LIMITED and CHINA UNITED NETWORK COMMUNICATIONS CORPORATION LIMITED October 24, 2013 Table of Contents 1. Basic Principles 4 2. The Components of Integrated Services 5 3. Pricing Principle and Payment 5 4. Validity 6 6 6. Coming Into Force 8 7. Force Majeure 8 8. Confidentiality 8 9. Non] [(incorporated in Hong Kong with limited liability) RULES OF THE SHARE OPTION SCHEME Adopted by an Ordinary Resolution of China Unicom (Hong Kong) Limited on 16 April 2014 ONTENTS C LAUSE C AGE P 1. DEFINITIONS 1 2. PURPOSE 5 3. CONDITIONS 5 4. DURATION AND ADMINISTRATION 5] [List of Significant Subsidiaries Name of Subsidiary Country of Incorporation Ownership China United Network Communications Corporation Limited China 100 % Unicom Vsens Telecommunications Company Limited China 100 % Unicom New Horizon Telecommunications Corporation Limited China 100 % China Unicom (Hong Kong) Operations Limited Hong Kong 100 % China Unicom (Americas) Operations Limited 100 % China Unicom (Singapore) Operations Pte. Ltd.] [Certification I, Chang Xiaobing, certify that: 1. I have reviewed this annual report on Form 20-F of China Unicom (Hong Kong) Limited; 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] [Certification I, Li Fushen, certify that: 1. I have reviewed this annual report on Form 20-F of China Unicom (Hong Kong) Limited; 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] [Certification Dated: April 17, 2014 Chang Xiaobing Chief Executive Officer EX-13.1 7 d699460dex131.htm EX-13.1] [Certification Dated: April 17, 2014 Li Fushen Chief Financial Officer EX-13.2 8 d699460dex132.htm EX-13.2] [April 17, 2014 100 F Street, N.E. USA Commissioners: Very truly yours, Hong Kong EX-15.2 9 d699460dex152.htm EX-15.2]

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HTHT [China Lodging] 20-F: (Original Filing)

[x Yes o No o Yes x No x Yes o No x Yes o No Large accelerated filer x Accelerated filer o Non-accelerated filer o U.S. GAAP x International Financial Reporting Standards as issued o Other o o Item 17 o Item 18 o Yes x No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE] [Entrusted Loan Contract Contract No.: 506195013005 Loan Type: Entrusted loan Borrower (Party A): Hanting Xingkong (Shanghai) Hotel Management Co., Ltd. Telephone: 61952011 Domicile: No. 2226 Hongqiao Road, Shanghai Fax: 61959524 Legal Representative (Principal Officer): Hui He Zip Code: 200336 Entrusting Lender (Party B): Ctrip Computer Technology (Shanghai) Co., Ltd. Telephone: 36044880 Domicile: No. 99 Fuquan Road, Shanghai Fax: Legal Representative] [Letter of Guarantee Party A: CTRIP.COM INTERNATIONAL, LTD. Party B: China Lodging Group, Limited Whereas, Party A caused Ctrip Computer Technology (Shanghai) Co., Ltd. to lend an amount in RMB (the “Borrowing”) to Hanting Xingkong (Shanghai) Hotel Management Co., Ltd., a company controlled by Party B, in the form of bank’s entrusted loan, and Ctrip Computer Technology (Shanghai) Co., Ltd.] [List of Subsidiaries Directly-Owned Subsidiaries: PRC Shanghai HanTing Hotel Management Group, Ltd. ( PRC HanTing Xingkong (Shanghai) Hotel Management Co., Ltd. ( PRC Yiju (Shanghai) Hotel Management Co., Ltd. ( PRC HanTing (Tianjin) Investment Consulting Co., Ltd. ( Hong Kong China Lodging Holdings (HK) Limited ( Singapore China Lodging Holdings Singapore Pte. Ltd. ( Indirectly-Owned Subsidiaries: 1. 100% Owned Subsidiaries] [Section 302 of the Sarbanes-Oxley Act I, Qi Ji, certify that: 1. I have reviewed this annual report on Form 20-F of China Lodging Group, Limited; 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] [Section 302 of the Sarbanes-Oxley-Act of 2002 I, Min (Jenny) Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of China Lodging Group, Limited; 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] [Section 906 of the Sarbanes-Oxley Act of 2002 April 17, 2014 Qi Ji, the Chief Executive Officer of the Company, and Min (Jenny) Zhang, the Chief Financial Officer of the Company, each certifies that, to the best of his or her knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statement No. 333-192295 on Form S-8 of our reports dated April 17, 2014, relating to the financial statements and financial statement schedules of China Lodging Group, Limited, and the effectiveness of China Lodging Group, Limited’s internal control over financial reporting , appearing in this]

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HTHT [China Lodging] 20-F: x Yes o No o Yes x No

[x Yes o No o Yes x No x Yes o No x Yes o No Large accelerated filer x Accelerated filer o Non-accelerated filer o U.S. GAAP x International Financial Reporting Standards as issued o Other o o Item 17 o Item 18 o Yes x No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE] [Entrusted Loan Contract Contract No.: 506195013005 Loan Type: Entrusted loan Borrower (Party A): Hanting Xingkong (Shanghai) Hotel Management Co., Ltd. Telephone: 61952011 Domicile: No. 2226 Hongqiao Road, Shanghai Fax: 61959524 Legal Representative (Principal Officer): Hui He Zip Code: 200336 Entrusting Lender (Party B): Ctrip Computer Technology (Shanghai) Co., Ltd. Telephone: 36044880 Domicile: No. 99 Fuquan Road, Shanghai Fax: Legal Representative] [Letter of Guarantee Party A: CTRIP.COM INTERNATIONAL, LTD. Party B: China Lodging Group, Limited Whereas, Party A caused Ctrip Computer Technology (Shanghai) Co., Ltd. to lend an amount in RMB (the “Borrowing”) to Hanting Xingkong (Shanghai) Hotel Management Co., Ltd., a company controlled by Party B, in the form of bank’s entrusted loan, and Ctrip Computer Technology (Shanghai) Co., Ltd.] [List of Subsidiaries Directly-Owned Subsidiaries: PRC Shanghai HanTing Hotel Management Group, Ltd. ( PRC HanTing Xingkong (Shanghai) Hotel Management Co., Ltd. ( PRC Yiju (Shanghai) Hotel Management Co., Ltd. ( PRC HanTing (Tianjin) Investment Consulting Co., Ltd. ( Hong Kong China Lodging Holdings (HK) Limited ( Singapore China Lodging Holdings Singapore Pte. Ltd. ( Indirectly-Owned Subsidiaries: 1. 100% Owned Subsidiaries] [Section 302 of the Sarbanes-Oxley Act I, Qi Ji, certify that: 1. I have reviewed this annual report on Form 20-F of China Lodging Group, Limited; 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] [Section 302 of the Sarbanes-Oxley-Act of 2002 I, Min (Jenny) Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of China Lodging Group, Limited; 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] [Section 906 of the Sarbanes-Oxley Act of 2002 April 17, 2014 Qi Ji, the Chief Executive Officer of the Company, and Min (Jenny) Zhang, the Chief Financial Officer of the Company, each certifies that, to the best of his or her knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statement No. 333-192295 on Form S-8 of our reports dated April 17, 2014, relating to the financial statements and financial statement schedules of China Lodging Group, Limited, and the effectiveness of China Lodging Group, Limited’s internal control over financial reporting , appearing in this]

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CCSC [Country Style Cooking Restaurant Chain] 20-F: (Original Filing)

[FORM 20-F (Mark One) o OR x OR o OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . For the transition period from to Country Style Cooking Restaurant Chain Co., Ltd. N/A Cayman Islands (Jurisdiction of incorporation or organization) No.] [Place of Subsidiary Incorporation 1) Country Style Cooking International Restaurant Chain Group Ltd. Hong Kong 2) Country Style Cooking (Chongqing) Investment Co., Ltd. PRC 3) Chongqing Xinghong Growing Rich Management Co., Ltd. PRC 4) Sichuan Country Style Cooking Restaurants Co., Ltd. PRC 5) Xi’an Country Style Cooking Restaurants Co., Ltd. PRC] [I, Hong Li, certify that: 1. I have reviewed this annual report on Form 20-F of Country Style Cooking Restaurant Chain Co., Ltd.; 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] [Certification by the Principal Financial Officer I, Adam J. Zhao, certify that: 1. I have reviewed this annual report on Form 20-F of Country Style Cooking Restaurant Chain Co., Ltd.; 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,] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Hong Li Chief Executive Officer EX-13.1 5 a14-7962_1ex13d1.htm EX-13.1] [Certification by the Principal 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. Adam J. Zhao Chief Financial Officer EX-13.2 6 a14-7962_1ex13d2.htm EX-13.2] [Our ref RDS/634532-000001/6935465v1 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Country Style Cooking Restaurant Chain Co., Ltd. 17 April 2014 Dear Sirs Country Style Cooking Restaurant Chain Co., Ltd. (the “Company”) Yours faithfully, EX-15.1 7 a14-7962_1ex15d1.htm EX-15.1] [[Jingtian & Gongcheng Letterhead] 34/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, China Telephone: (86-10) 5809-1000 Facsimile: (86-10) 5809-1100 Company Country Style Cooking Restaurant Chain Co., Ltd. (the “ No. 19 Yunshan South Road April 17, 2014 Dear Sirs, Filing of Form 20-F of the Company Re: SEC We hereby give our consent, and confirm that we] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shanghai China April 17, 2014 EX-15.3 9 a14-7962_1ex15d3.htm EX-15.3]

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KZ [KONGZHONG] 20-F: (Original Filing)

[] [CONFIDENTIAL TREATMENT REQUESTED Wargaming.net/KONG “World of Tanks” Licensing Agreement Effective 26 August 2010 PARTIES: 1. WarGaming.net LLP, WGN 2. Beijing AirInbox Information Technologies Co., Ltd., 35F, Tengda Plaza, No.168 Xiwai Street, Haidian District, “KONG 3. WGN and KONG collectively shall be referred to as “Parties”. RECITALS: 1. World of Tanks KONG is a Beijing based developer and publisher of online] [CONFIDENTIAL TREATMENT REQUESTED First Amendment to Licensing Agreement First Amendment (this “Amendment”), dated as of May 11, 2012 (“Effective Date”) to the “Wargaming.net / KONG ‘World of Tanks’ Licensing Agreement” (the “Agreement”), dated as of August 26, 2010, by and among: 1. WarGaming.net LLP, WGN 2. Beijing AirInbox Information Technologies Co., Ltd., 35F, Tengda Plaza, No.168 Xiwai Street, Haidian District,] [SUBSCRIPTION AGREEMENT FOR SERIES A PREFERRED SHARES IN OURGAME INTERNATIONAL HOLDINGS LIMITED - 1 - CONTENTS Clause Page 1. INTERPRETATION 3 2 SALE AND PURCHASE 12 3 COMPLETION CONDITIONS 13 4 COMPLETION 16 5 17 6 UNDERTAKINGS AND ACKNOWLEDGEMENTS BY THE COMPANY 17 7 TERMINATION 21 8 INDEMNITIES AND GUARANTEE 22] [OURGAME INTERNATIONAL HOLDINGS LIMITED SONIC FORCE LIMITED, BLINK MILESTONES LIMITED AND LIU JIANG ELITE VESSELS LIMITED AND ZHANGRONGMING PROSPER MACROCOSM LIMITED AND SHENDONGRI ICONIC OCEAN LIMITED AND BAOYUEQIAO GOLDEN LIBERATOR LIMITED AND LONGQI CELESTIAL RADIANT LINMITED AND WULAN 北京联众互动网络股份有限公司 北京联众家园网络科技有限责任公司. AND CMC ACE HOLDINGS LIMITED KONGZHONG CORPORATION SHAREHOLDERS AGREEMENT CONTENTS Clause Page 1. INTERPRETATION 3 2 BOARD OF DIRECTORS 9] [Equitable Mortgage Over Shares in Ourgame International Holdings Limited 31 January, 2014 Sonic Force Limited Elite Vessels Limited (as Mortgagors) and CMC ACE HOLDINGS LIMITED KongZhong Corporation (as Mortgagees) This Equitable Mortgage Between: (1) 威音有限公司 Sonic Force Limited ( Mortgagor 1 ”); (2) Elite Vessels Limited Mortgagor 2 ”, Mortgagors (3) CMC ACE HOLDINGS LIMITED Mortgagee 1 (4) KongZhong Corporation] [THIS LETTER Parties Agreement Reference is made to the agreement entered into among the Parties on 31 January 2014 with respect to their interests in the Company (the “ The Parties hereby agree that in order to confirm and better reflect their mutual understanding that the put right set out in Clause 6.2 of the Agreement only be exercisable in] [THIS LETTER is Parties Shareholders’ Agreement Letter Agreement Reference is made to (1) the Shareholders’ Agreement dated January 31, 2014 (the “ Each of the Parties acknowledges and confirms that it/he is agreeing to enter into the Letter Agreement based on the following: (1) each of the Parties entered into the Shareholders’ Agreement with the intention to achieve a Qualified] [Cooperative Agreement for All-network Interactive Voice Response (IVR) Service Cooperative Agreement for All-network Interactive Voice Response (IVR) Service Signed in: Nanjing, Jiangsu Province, China Party A: China Mobile Group Jiangsu Co., Ltd. Party B: Beijing AirInbox Information Technologies Co., Ltd. Mailing Address: No.59, Huju Road, Nanjing Mailing Address: 33/F, Tengda Building, No.168, Xi Wai Ave, Haidian District, Beijing Zip Code:] [China Mobile Group Jiangsu Co., Ltd. Cooperative Agreement for All-network Interactive Voice Response (IVR) Service Signed in: Nanjing, Jiangsu Province Party A: China Mobile Group Jiangsu Co., Ltd. Party B: Beijing AirInbox Information Technologies Co., Ltd. Mailing Address: No.59, Huju Road, Nanjing Mailing Address: 33/F, Tengda Building, No.168, Xi Wai Ave., Haidian District, Beijing Zip Code: 210029 Zip Code: 100044] [China Mobile Group Jiangsu Co., Ltd. Cooperative Agreement for All-network Interactive Voice Response (IVR) Service Signed in: Nanjing, Jiangsu Province Party A: China Mobile Group Jiangsu Co., Ltd. Party B: Beijing AirInbox Information Technologies Co., Ltd. Mailing Address: No.59, Huju Road, Nanjing Mailing Address: 33/F, Tengda Building, No.168, Xi Wai Ave., Haidian District, Beijing Zip Code: 210029 Zip Code: 100044] [Agreement No. CU12-1001-2012-001580 Whole Network Value-Added Service SP Cooperation Agreement of China Unicom Master Agreement No.: _______ China Unicom Party A: Beijing AirInbox Information Technologies Co., Ltd Party B: November 1, 2012 1/52 Agreement No. CU12-1001-2012-001580 Contents Recitals Chapter 1 Whereas 4 Chapter 2 Basic Definitions 5 Chapter 3 Business Mode 5 Chapter 4 6 Chapter 5 Management Mechanism 9] [Commercial Information Confidential Mobile Value-added Service (Short Message) Agreement Contract No.: YYZX-YDZZ-12060261 Party A: Value-Added Service Operation Center of the China Telecom Corporation Limited Party B: Beijing AirInbox Information Technologies Co., Ltd 1 / 20 Contents Whereas Article 1 Definition Article 2 Cooperation Mode Article 3 Article 4 Work Interface and Maintenance Article 5 Fee Calculation and Settlement Article 6] [Cooperative Agreement for Mobile Phone Reading Content Agreement No.: This Agreement is entered into by and between the following parties: Party A: China Mobile Group Zhejiang Co., Ltd. Legal Representative: Mailing Address: No.288, Huan Cheng North Road, Hangzhou City, Zhejiang Province Zip Code: 310006 Tel: Party B: Nanjing Popular Net Books Culture Co., Ltd. Legal Representative: Lin Hu Mailing Address:] [List of Subsidiaries and Consolidated Entities of KongZhong Corporation, as of March 31, 2014 Name of the Subsidiaries or Consolidated Entities State or Jurisdiction of Incorporation Beijing AirInbox Information Technologies Co., Ltd. People’s Republic of China Beijing Boya Wuji Technologies Co., Ltd. People’s Republic of China Beijing Chengxitong Information Technology Co., Ltd. People’s Republic of China Beijing Shangshu Boer Culture] [CERTIFICATION I, Leilei Wang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong Corporation; 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 made,] [CERTIFICATION I, Jay Chang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong Corporation; 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 made,] [KONGZHONG CORPORATION Certification Leilei Wang Chief Executive Officer] [kongzhong corporation Certification Jay Chang Chief Financial Officer] [通 商 律 师 事 务 所 Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837 Website: www.tongshang.com April 16, 2014 KongZhong Corporation th 35 No. 168 Xizhimenwai Street Beijing, China 100044 Dear Sirs, Yours faithfully, Commerce & Finance Law Offices] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements on Form S-8 (Nos. 333-122530, 333-132219, 333-140538 and 333-156640) and Form F-3 (No. 333-181459) of our reports dated April 16, 2014 relating to the consolidated financial statements of KongZhong Corporation, its subsidiaries and variable interest entities (collectively, the “Company”) and the effectiveness of]

KZ [KONGZHONG] 20-F:

[] [CONFIDENTIAL TREATMENT REQUESTED Wargaming.net/KONG “World of Tanks” Licensing Agreement Effective 26 August 2010 PARTIES: 1. WarGaming.net LLP, WGN 2. Beijing AirInbox Information Technologies Co., Ltd., 35F, Tengda Plaza, No.168 Xiwai Street, Haidian District, “KONG 3. WGN and KONG collectively shall be referred to as “Parties”. RECITALS: 1. World of Tanks KONG is a Beijing based developer and publisher of online] [CONFIDENTIAL TREATMENT REQUESTED First Amendment to Licensing Agreement First Amendment (this “Amendment”), dated as of May 11, 2012 (“Effective Date”) to the “Wargaming.net / KONG ‘World of Tanks’ Licensing Agreement” (the “Agreement”), dated as of August 26, 2010, by and among: 1. WarGaming.net LLP, WGN 2. Beijing AirInbox Information Technologies Co., Ltd., 35F, Tengda Plaza, No.168 Xiwai Street, Haidian District,] [SUBSCRIPTION AGREEMENT FOR SERIES A PREFERRED SHARES IN OURGAME INTERNATIONAL HOLDINGS LIMITED - 1 - CONTENTS Clause Page 1. INTERPRETATION 3 2 SALE AND PURCHASE 12 3 COMPLETION CONDITIONS 13 4 COMPLETION 16 5 17 6 UNDERTAKINGS AND ACKNOWLEDGEMENTS BY THE COMPANY 17 7 TERMINATION 21 8 INDEMNITIES AND GUARANTEE 22] [OURGAME INTERNATIONAL HOLDINGS LIMITED SONIC FORCE LIMITED, BLINK MILESTONES LIMITED AND LIU JIANG ELITE VESSELS LIMITED AND ZHANGRONGMING PROSPER MACROCOSM LIMITED AND SHENDONGRI ICONIC OCEAN LIMITED AND BAOYUEQIAO GOLDEN LIBERATOR LIMITED AND LONGQI CELESTIAL RADIANT LINMITED AND WULAN 北京联众互动网络股份有限公司 北京联众家园网络科技有限责任公司. AND CMC ACE HOLDINGS LIMITED KONGZHONG CORPORATION SHAREHOLDERS AGREEMENT CONTENTS Clause Page 1. INTERPRETATION 3 2 BOARD OF DIRECTORS 9] [Equitable Mortgage Over Shares in Ourgame International Holdings Limited 31 January, 2014 Sonic Force Limited Elite Vessels Limited (as Mortgagors) and CMC ACE HOLDINGS LIMITED KongZhong Corporation (as Mortgagees) This Equitable Mortgage Between: (1) 威音有限公司 Sonic Force Limited ( Mortgagor 1 ”); (2) Elite Vessels Limited Mortgagor 2 ”, Mortgagors (3) CMC ACE HOLDINGS LIMITED Mortgagee 1 (4) KongZhong Corporation] [THIS LETTER Parties Agreement Reference is made to the agreement entered into among the Parties on 31 January 2014 with respect to their interests in the Company (the “ The Parties hereby agree that in order to confirm and better reflect their mutual understanding that the put right set out in Clause 6.2 of the Agreement only be exercisable in] [THIS LETTER is Parties Shareholders’ Agreement Letter Agreement Reference is made to (1) the Shareholders’ Agreement dated January 31, 2014 (the “ Each of the Parties acknowledges and confirms that it/he is agreeing to enter into the Letter Agreement based on the following: (1) each of the Parties entered into the Shareholders’ Agreement with the intention to achieve a Qualified] [Cooperative Agreement for All-network Interactive Voice Response (IVR) Service Cooperative Agreement for All-network Interactive Voice Response (IVR) Service Signed in: Nanjing, Jiangsu Province, China Party A: China Mobile Group Jiangsu Co., Ltd. Party B: Beijing AirInbox Information Technologies Co., Ltd. Mailing Address: No.59, Huju Road, Nanjing Mailing Address: 33/F, Tengda Building, No.168, Xi Wai Ave, Haidian District, Beijing Zip Code:] [China Mobile Group Jiangsu Co., Ltd. Cooperative Agreement for All-network Interactive Voice Response (IVR) Service Signed in: Nanjing, Jiangsu Province Party A: China Mobile Group Jiangsu Co., Ltd. Party B: Beijing AirInbox Information Technologies Co., Ltd. Mailing Address: No.59, Huju Road, Nanjing Mailing Address: 33/F, Tengda Building, No.168, Xi Wai Ave., Haidian District, Beijing Zip Code: 210029 Zip Code: 100044] [China Mobile Group Jiangsu Co., Ltd. Cooperative Agreement for All-network Interactive Voice Response (IVR) Service Signed in: Nanjing, Jiangsu Province Party A: China Mobile Group Jiangsu Co., Ltd. Party B: Beijing AirInbox Information Technologies Co., Ltd. Mailing Address: No.59, Huju Road, Nanjing Mailing Address: 33/F, Tengda Building, No.168, Xi Wai Ave., Haidian District, Beijing Zip Code: 210029 Zip Code: 100044] [Agreement No. CU12-1001-2012-001580 Whole Network Value-Added Service SP Cooperation Agreement of China Unicom Master Agreement No.: _______ China Unicom Party A: Beijing AirInbox Information Technologies Co., Ltd Party B: November 1, 2012 1/52 Agreement No. CU12-1001-2012-001580 Contents Recitals Chapter 1 Whereas 4 Chapter 2 Basic Definitions 5 Chapter 3 Business Mode 5 Chapter 4 6 Chapter 5 Management Mechanism 9] [Commercial Information Confidential Mobile Value-added Service (Short Message) Agreement Contract No.: YYZX-YDZZ-12060261 Party A: Value-Added Service Operation Center of the China Telecom Corporation Limited Party B: Beijing AirInbox Information Technologies Co., Ltd 1 / 20 Contents Whereas Article 1 Definition Article 2 Cooperation Mode Article 3 Article 4 Work Interface and Maintenance Article 5 Fee Calculation and Settlement Article 6] [Cooperative Agreement for Mobile Phone Reading Content Agreement No.: This Agreement is entered into by and between the following parties: Party A: China Mobile Group Zhejiang Co., Ltd. Legal Representative: Mailing Address: No.288, Huan Cheng North Road, Hangzhou City, Zhejiang Province Zip Code: 310006 Tel: Party B: Nanjing Popular Net Books Culture Co., Ltd. Legal Representative: Lin Hu Mailing Address:] [List of Subsidiaries and Consolidated Entities of KongZhong Corporation, as of March 31, 2014 Name of the Subsidiaries or Consolidated Entities State or Jurisdiction of Incorporation Beijing AirInbox Information Technologies Co., Ltd. People’s Republic of China Beijing Boya Wuji Technologies Co., Ltd. People’s Republic of China Beijing Chengxitong Information Technology Co., Ltd. People’s Republic of China Beijing Shangshu Boer Culture] [CERTIFICATION I, Leilei Wang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong Corporation; 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 made,] [CERTIFICATION I, Jay Chang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong Corporation; 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 made,] [KONGZHONG CORPORATION Certification Leilei Wang Chief Executive Officer] [kongzhong corporation Certification Jay Chang Chief Financial Officer] [通 商 律 师 事 务 所 Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837 Website: www.tongshang.com April 16, 2014 KongZhong Corporation th 35 No. 168 Xizhimenwai Street Beijing, China 100044 Dear Sirs, Yours faithfully, Commerce & Finance Law Offices] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements on Form S-8 (Nos. 333-122530, 333-132219, 333-140538 and 333-156640) and Form F-3 (No. 333-181459) of our reports dated April 16, 2014 relating to the consolidated financial statements of KongZhong Corporation, its subsidiaries and variable interest entities (collectively, the “Company”) and the effectiveness of]

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SVA [SINOVAC BIOTECH] 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. 55,570,361 common shares as of December 31, 2013 o Yes x No o Yes x No x Yes o No x Yes o No Large accelerated filer] [4.20 April 1 6 , 2014 100 F Street, N.T. Ladies and Gentlemen: We have read Item 16F of the Annual Report on Form 20-F for the year ended December 31, 2013 dated April 1 6 Vancouver, Canada EX-4.20 2 a14-4385_1ex4d20.htm EX-4.20] [List of Subsidiaries 1. Sinovac Biotech (Hong Kong) Ltd., a Hong Kong company 2. Tangshan Yian Biological Engineering Co., Ltd., a PRC company 3. Sinovac Biotech Co., Ltd., a PRC company 4. Sinovac Research and Development Co., Ltd. (formerly known as Beijing Sinovac Biological Technology Co., Ltd.), a PRC company 5. Sinovac (Dalian) Vaccine Technology Co., Ltd., a PRC company] [Certification by the Chief Executive Officer I, Weidong Yin, certify that: 1. I have reviewed this annual report on Form 20-F of Sinovac Biotech Ltd. (t he “ 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] [Certification by the Chief Financial Officer I, Nan Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Sinovac Biotech Ltd. ( 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] [Certification by the Chief Executive Officer In connection with the annual report of Sinovac Biotech Ltd. Weidong Yin (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 16 , 2014 Weidong Yin Chief Executive Officer 1 EX-13.1 6 a14-4385_1ex13d1.htm EX-13.1] [Certification by the Chief Financial Officer In connection with the annual report of Sinovac Biotech Ltd. (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 16 , 2014 Nan Wang Chief Financial Officer 1 EX-13.2 7 a14-4385_1ex13d2.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form S-8 (No.333-161827) pertaining to Sinovac Biotech Ltd.’s 2003 Stock Option Plan and the Registration Statement on Form S-8 (No.333-190980) pertaining to Sinovac Biotech Ltd.’s 2012 Share Incentive Plan of our reports dated April 16, 2014, with respect to the consolidated] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement onForm S-8 (No. 333-161827) pertaining Sinovac Biotech Ltd.’s 2003 Stock Option Plan and the Registration Statement on Form S-8 (No. 333-190980) pertaining to Sinovac Biotech Ltd.’s 2012 Share Incentive Plan of our report dated April 29, 2013, with respect to the consolidated]

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YOKU [YOUKU TUDOU] 20-F: (Original Filing)

[FORM 20-F (Mark One) o OR x OR o OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . For the transition period from to Youku Tudou Inc. N/A Cayman Islands (Jurisdiction of incorporation or organization) 11/F, SinoSteel Plaza 8 Haidian] [BUSINESS OPERATIONS AGREEMENT Agreement PRC This Business Operations Agreement (this “ by and among the following parties: (1) PARTY A: 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. Legal Address: Section D, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (2) PARTY B: ZHEJIANG DONGYANG TIANSHI MEDIA LIMITED. Legal Address: C3-015-A, Hengdian Television] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this “ (1) PLEDGEE: 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. Legal Address: Section A and C, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo and (2) PLEDGORS: LU WEN, a PRC citizen whose PRC identification number is 420111197001125521and whose residential] [POWER OF ATTORNEY PRC I, LU Wen, a citizen of the People’s Republic of China (the “ Authorizee “ to the extent permitted by the PRC Law, as my sole attorney to singly exercise, in the manner as approved by Youku Tudou Inc., Dongyang Tianshi 1Verge Information , HU Qiong Operations Agreement I confirm and acknowledge that I authori zed] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) Youku Tudou Inc, (Youku Cayman) a Cayman Islands exempted company (2) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. 1Verge Internet (“ Legal Address: Section D, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (3) LU WEN , a PRC citizen] [BUSINESS OPERATIONS AGREEMENT Agreement PRC This Business Operations Agreement (this “ by and among the following parties: (1) PARTY A: RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD Legal Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-technology Zone, Shanghai, PRC. Legal Representative: YANG Weidong (2) SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD PARTY B:] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this “ (1) PLEDGEE: RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD Registered Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-technology Zone, Shanghai, PRC. Legal Representative: YANG Weidong and (2) PLEDGOR: Qin Qiong ID Card No: 310108197109214485 Address: Room 702, No 2, Lane 1220, Jiangning] [POWER OF ATTORNEY PRC I, Qin Qiong, citizen of the People’s Republic of China (the “ any individual WFOE appointed, in writing, by Reshuffle Technology (Shanghai) Co., Ltd. ( Authorizee (“ , in the manner as approved by Youku Tudou Inc., POA” the following powers and rights during the term of this Power of Attorney (“ Shanghai Quan Toodou Operations] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) YOUKU TUDOU INC. (“YOUKU Cayman”) (2) RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD. WFOE (“ (3) Qin Qiong Grantor , a PRC citizen whose PRC identification number is 310108197109214485, and whose residential address is Room 702, No 2, Lane 1220, Jiangning Road, Putuo District, Shanghai (“ (4) SHANGHAI QUAN TOODOU] [LOAN AGREEMENT Agreement PRC This Loan Agreement (this “ by and among the following parties : (1) RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD PARTY A: Lender (“ Legal Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-technology Zone, Shanghai, PRC Legal Representative: YANG Weidong and (2) Qin Qiong Borrower (“ ID Card No: 310108197109214485 Address:] [Equity Transfer Agreement (translated version) This Agreement is executed as of September 2, 2013 by and between: Transferor: Yu Zhou ID Card No.: 370203197209032018 (“Party A”) Transferee: Qin Qiong ID Card No.: 310108197109214485 (“Party B”) SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD (the “Target Company”) has a registered capital of RMB 150 million, of which Qin Qiong contributed] [Youku Tudou Inc. Significant Subsidiaries 1Verge Internet Technology (Beijing) Co., Ltd., a PRC company Jet Brilliant Limited, a Hong Kong company Beiijng Jet Brilliant Advertising Co., Ltd., a PRC company Youku Video (Xi’an) Media Technology Co., Ltd., a PRC company Trade Lead Investments Ltd., a British Virgin Islands company Tudou Holdings Limited, a Cayman Islands company StarCloud Media Co., Limited,] [Certification by the Chief Executive Officer I, Victor Wing Cheung Koo, certify that: 1. I have reviewed this annual report on Form 20-F of Youku Tudou 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] [Certification by the Chief Financial Officer I, Michael Ge Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Youku Tudou 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] [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. April 16, 2014 Victor Wing Cheung Koo Victor Wing Cheung Koo Chief Executive Officer EX-13.1 15 a14-5549_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. April 16, 2014 Michael Ge Xu Michael Ge Xu Chief Financial Officer 1 EX-13.2 16 a14-5549_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-184093) pertaining to the Youku Tudou Inc. Share Incentive Plan and the Amended and Restated Tudou Holdings Limited 2010 Share Incentive Plan, and the Registration Statement (Form S-8 No. 333-171454) pertaining to the 2006 Stock Option Scheme and 2010] [April 16, 2014 Youku Tudou Inc. 11/F, SinoSteel Plaza 8 Haidian Street, Haidian District Beijing 100080 The People’s Republic of China Ladies and Gentlemen, Yours faithfully, EX-15.2 18 a14-5549_1ex15d2.htm EX-15.2]

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