YY [YY] 20-F: FORM 20-F (Mark One) o OR ý For

[FORM 20-F (Mark One) o OR ý For the fiscal year ended December 31, 2013. OR o OR o Date of event requiring this shell company report YY INC. N/A (Jurisdiction of incorporation or organization) (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Title of Each Class Name of Exchange on Which Registered Class A common] [List of Subsidiaries and Consolidated Affiliated Entities of YY Inc. Place of Incorporation Subsidiaries Duowan Entertainment Corp. British Virgin Islands NeoTasks Inc. Cayman Islands NeoTasks Limited Hong Kong Guangzhou Huanju Shidai Information Technology Company Limited PRC Huanju Shidai Technology (Beijing) Company Limited PRC Zhuhai Duowan Information Technology Company Limited PRC Zhuhai Huanju Shidai Information Technology Company Limited PRC Consolidated Affiliated] [I, David Xueling Li, certify that: 1. I have review this annual report on Form 20-F of YY 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, Eric He, certify that: 1. I have reviewed this annual report on Form 20-F of YY 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] [1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. March 17, 2014 David Xueling Li Chief Executive Officer EX-13.1 5 a2219031zex-13_1.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. March 17, 2014 Eric He Chief Financial Officer EX-13.2 6 a2219031zex-13_2.htm EX-13.2] [17 March, 2014 Matter No.: 879200 Doc Ref: pl/al/ 6736411v1 +852 2842 9551 Paul.lim@conyersdill.com The Directors YY Inc. Building 3-08, Yangcheng Creative Industry Zone No. 309 Huangpu Avenue Middle Tianhe District Guangzhou 510655 The People’s Republic of China Dear Sirs, ( “Company”) Re: YY Inc. Form 20-F “ ). Yours faithfully, Conyers Dill & Pearman (Cayman) Limited Conyers Dill &] [FANGDA PARTNERS 上海 Shanghai · 北京 Beijing · 深圳 Shenzhen · 香港 Hong Kong http://www.fangdalaw.com 上海市南京西路 1266 号 电子邮件 E-mail: email@fangdalaw.com 恒隆广场 1 期 32 楼 电 话 Tel.: 86-21-2208-1166 邮政编码: 200040 传 真 Fax: 86-21-5298-5599 文 号 Ref.: 14GC0038 32/F, Plaza 66 Tower 1 1266 Nan Jing West Road Shanghai 200040, PRC] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-187074) of YY Inc. of our report dated March 17, 2014, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. Shanghai, the People’s Republic of]

SSW [Seaspan] 20-F: (Original Filing)

[SEASPAN CORPORATION PART I Item 1. Identity of Directors, Senior Management and Advisors 3 Item 2. Offer Statistics and Expected Timetable 3 Item 3. Key Information 4 Item 4. Information on the Company 28 Item 5. Operating and Financial Review and Prospects 46 Item 6. Directors, Senior Management and Employees 77 Item 7. Major Shareholders and Related Party Transactions 85] [FINAL FORM AGREEMENT ON 11 MAY 2007 AND ON 23 DECEMBER 2013) US$1,300,000,000 CREDIT FACILITY For SEASPAN CORPORATION as Borrower Arranged by CITIGROUP GLOBAL MARKETS LIMITED and BNP PARIBAS. with CITIGROUP GLOBAL MARKETS LIMITED CREDIT SUISSE AG DNB BANK ASA, NEW YORK BRANCH (FORMERLY KNOWN AS DNB NOR ASA) BNP PARIBAS. LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, NEW YORK BRANCH as Mandated Lead] [SEASPAN CORPORATION SUBSIDIARIES COMPANY NAME INCORPORATION OWNERSHIP Seaspan HHI Holding 2638-2640-2642 Ltd. Marshall Islands Seaspan Corporation owns 100% Seaspan HHI 2638 Ltd. Marshall Islands Seaspan HHI Holding 2638-2640-2642 owns 100% Seaspan HHI 2640 Ltd. Marshall Islands Seaspan HHI Holding 2638-2640-2642 owns 100% Seaspan HHI 2642 Ltd. Marshall Islands Seaspan HHI Holding 2638-2640-2642 owns 100% Seaspan YZJ Holding 1006-1008 Ltd. Marshall] [CERTIFICATION I, Gerry Wang, Chief Executive Officer of Seaspan Corporation (the “Company”), certify that: 1. I have reviewed this report on Form 20-F of 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] [CERTIFICATION I, Sai W. Chu, Chief Financial Officer of Seaspan Corporation (the “Company”), certify that: 1. I have reviewed this report on Form 20-F of 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] [18 U.S.C. SECTION 1350, OF THE SARBANES-OXLEY ACT OF 2002 Company Form 20-F (1) (2) The information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 11, 2014 Gerry Wang Chief Executive Officer EX-13.1 6 d634748dex131.htm EX-13.1] [18 U.S.C. SECTION 1350, OF THE SARBANES-OXLEY ACT OF 2002 Company Form 20-F (1) (2) The information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 11, 2014 Sai W. Chu Chief Financial Officer (Principal Financial and Accounting Officer) EX-13.2 7 d634748dex132.htm EX-13.2] [KPMG LLP Chartered Accountants PO Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 Canada Telephone Fax Internet (604) 691-3000 (604) 691-3031 www.kpmg.ca The Board of Directors Seaspan Corporation We consent to the incorporation by reference in the Registration Statement (No. 33-151329) on Form F-3D, registration statement (No. 333-168938) on Form F-3, registration statement (No. 333-173207) on Form S-8, registration]

SSW [Seaspan] 20-F: SEASPAN CORPORATION PART I Item 1. Identity of

[SEASPAN CORPORATION PART I Item 1. Identity of Directors, Senior Management and Advisors 3 Item 2. Offer Statistics and Expected Timetable 3 Item 3. Key Information 4 Item 4. Information on the Company 28 Item 5. Operating and Financial Review and Prospects 46 Item 6. Directors, Senior Management and Employees 77 Item 7. Major Shareholders and Related Party Transactions 85] [FINAL FORM AGREEMENT ON 11 MAY 2007 AND ON 23 DECEMBER 2013) US$1,300,000,000 CREDIT FACILITY For SEASPAN CORPORATION as Borrower Arranged by CITIGROUP GLOBAL MARKETS LIMITED and BNP PARIBAS. with CITIGROUP GLOBAL MARKETS LIMITED CREDIT SUISSE AG DNB BANK ASA, NEW YORK BRANCH (FORMERLY KNOWN AS DNB NOR ASA) BNP PARIBAS. LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, NEW YORK BRANCH as Mandated Lead] [SEASPAN CORPORATION SUBSIDIARIES COMPANY NAME INCORPORATION OWNERSHIP Seaspan HHI Holding 2638-2640-2642 Ltd. Marshall Islands Seaspan Corporation owns 100% Seaspan HHI 2638 Ltd. Marshall Islands Seaspan HHI Holding 2638-2640-2642 owns 100% Seaspan HHI 2640 Ltd. Marshall Islands Seaspan HHI Holding 2638-2640-2642 owns 100% Seaspan HHI 2642 Ltd. Marshall Islands Seaspan HHI Holding 2638-2640-2642 owns 100% Seaspan YZJ Holding 1006-1008 Ltd. Marshall] [CERTIFICATION I, Gerry Wang, Chief Executive Officer of Seaspan Corporation (the “Company”), certify that: 1. I have reviewed this report on Form 20-F of 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] [CERTIFICATION I, Sai W. Chu, Chief Financial Officer of Seaspan Corporation (the “Company”), certify that: 1. I have reviewed this report on Form 20-F of 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] [18 U.S.C. SECTION 1350, OF THE SARBANES-OXLEY ACT OF 2002 Company Form 20-F (1) (2) The information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 11, 2014 Gerry Wang Chief Executive Officer EX-13.1 6 d634748dex131.htm EX-13.1] [18 U.S.C. SECTION 1350, OF THE SARBANES-OXLEY ACT OF 2002 Company Form 20-F (1) (2) The information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 11, 2014 Sai W. Chu Chief Financial Officer (Principal Financial and Accounting Officer) EX-13.2 7 d634748dex132.htm EX-13.2] [KPMG LLP Chartered Accountants PO Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 Canada Telephone Fax Internet (604) 691-3000 (604) 691-3031 www.kpmg.ca The Board of Directors Seaspan Corporation We consent to the incorporation by reference in the Registration Statement (No. 33-151329) on Form F-3D, registration statement (No. 333-168938) on Form F-3, registration statement (No. 333-173207) on Form S-8, registration]

CMGE [China Mobile Games & Entertainment] 20-F: ¨ x ¨ Large accelerated filer x U.S.

[¨ x ¨ Large accelerated filer x U.S. GAAP ¨ International Financial Reporting Standards as issued ¨ Other ¨ ¨ ¨ x (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) ¨ ¨ Page INTRODUCTION 1 PART I 1 Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE] [Execution Copy PURCHASE AGREEMENT Agreement Purchaser Company Party, Parties. This Purchase Agreement (this “ W I T N E S S E T H ADSs Ordinary Shares Section 1.1 WHEREAS, the Company and the Purchaser desire to provide for the issuance, sale and purchase of the number of American depositary shares (the “ ARTICLE I PURCHASE AND SALE Section 1.1] [Execution Copy PURCHASE AGREEMENT Agreement Purchaser Company Party, Parties. This Purchase Agreement (this “ W I T N E S S E T H ADSs Ordinary Shares Section 1.1 WHEREAS, the Company and the Purchaser desire to provide for the issuance, sale and purchase of the number of American depositary shares (the “ ARTICLE I PURCHASE AND SALE Section 1.1] [EXECUTION VERSION PURCHASE AGREEMENT Agreement Purchaser Company Party, Parties. This Purchase Agreement (this “ W I T N E S S E T H ADSs Ordinary Shares Section 1.1 WHEREAS, the Company and the Purchaser desire to provide for the issuance, sale and purchase of the number of American depositary shares (the “ ARTICLE I PURCHASE AND SALE Section 1.1] [Party A: China Wave Group Limited, whose registered address is 2nd Floor, Abbott Building, Road Town, Tortola, British Virgin Islands and authorized representative is Hendrick Sin; Party B: Shenzhen Lanyue Internet Technology Co., Ltd, whose registered address is 1085-1086, Shangshuyuan Commerce Podium Building, Meilin Road, Meilin Sub-district, Futian District, Shenzhen and legal representative is Ken Jian Xiao. Party A and] [EXCLUSIVE TECHNOLOGY AND MARKET PROMOTION SERVICES AGREEMENT BETWEEN HUIYOU DIGITAL (SHENZHEN) LTD AND SHENZHEN LANYUE INTERNET TECHNOLOGY CO., LTD. EXECUTED IN SHENZHEN ON 13 SEPTEMBER 2013 EXCLUSIVE TECHNOLOGY AND MARKET PROMOTION SERVICES AGREEMENT Agreement China THIS EXCLUSIVE TECHNOLOGY AND MARKET PROMOTION SERVICES AGREEMENT (“this Huiyou Digital (Shenzhen) Ltd. (“Huiyou”), a wholly foreign owned enterprise duly organized and existing under the] [Technology Services Agreement PARTY A: Huiyou Digital (Shenzhen) Ltd. Contact person: Ken Jian Xiao PARTY B: Shenzhen Lanyue Internet Technology Co., Ltd. Contact person: Ken Jian Xiao WHEREAS, (1) Party A is a high-technology enterprise specialized in development and consultancy of communication technologies, integration of computer system, development of network technology, computer hardware and software with deep R&D strengths and] [Supplementary Agreement to Technology Services Agreement This Supplementary Agreement to Technology Services Agreement (“this Agreement”) is hereby enter into between the following parties on 13 September 2013 in Shenzhen, China: Party A: Huiyou Digital (Shenzhen) Ltd. Registered Address: 13e, 13th Floor, B Block, Shenye Tairan Xuesong Building, Tairan Industry Park, Futian District, Shenzhen Legal Representative: Ken Jian Xiao Party B:] [PERSONAL LOAN AGREEMENT BETWEEN HUIYOU DIGITAL (SHENZHEN) LIMITED AND KEN JIAN XIAO EXECUTED IN SHENZHEN ON 10 SEPTEMBER 2013 PERSONAL LOAN AGREEMENT THIS PERSONAL LOAN AGREEMENT (“this Agreement”) is entered into on the 10th day of September, 2013, by and between the following parties: Huiyou Digital (Shenzhen) Limited Lender China Ken Jian Xiao (“Borrower”) WHEREAS, 1. The Borrower needs funds] [Supplementary Agreement to Personal Loan Agreement Agreement The following parties hereby enter into this Supplementary Agreement to Personal Loan Agreement (“this (1) Party A: Huiyou Digital (Shenzhen) Limited Registered Address: 13e, 13th Floor, B Block, Shenye Tairan Xuesong Building, Tairan Industry Park, Futian District, Shenzhen Legal Representative: Xiao Jian (2) Party B: Ken Jian Xiao Party A and Party B] [VOTING PROXY AGREEMENT AMONG KEN JIAN XIAO, XIONGFEI LIU HUIYOU DIGITAL (SHENZHEN) LTD AND SHENZHEN LANYUE INTERNET TECHNOLOGY CO., LTD. EXECUTED IN SHENZHEN ON 16 SEPTEMBER 2013 VOTING PROXY AGREEMENT this Agreement THIS VOTING PROXY AGREEMENT (“ (1) China Ken Jian Xiao, a citizen of the People’s Republic of China (“ (2) Xiongfei Liu, a citizen of China, identity card] [SUPPLEMENTARY AGREEMENT THIS SUPPLEMENTARY AGREEMENT is entered into by and among the following parties on 16 September 2013 in Shenzhen: (1) Party A: Shenzhen Lanyue Internet Technology Co., Ltd. (“Lanyue”) Contact Person: Ken Jian Xiao (2) Party B: Huiyou Digital (Shenzhen) Ltd. (“Huiyou”) Contact Person: Ken Jian Xiao (3) Party C Ken Jian Xiao, a citizen of People’s Republic of] [Agreement on Matters regarding Voting Proxy 16 September 2013 This Agreement on Matters regarding Voting Proxy (this “Agreement”) is entered into by and between the following parties in Guangzhou, Guangdong Province, the PRC on (1) Party A: Shenzhen Lanyue Internet Technology Co., Ltd. Registered Address: 1085-1086, Shangshuyuan Commerce Podium Building, Meilin Road, Meilin Sub-district, Futian District, Shenzhen Legal Representative: Ken] [OPTION AGREEMENT AMONG HUIYOU DIGITAL (SHENZHEN) LTD AND KEN JIAN XIAO, XIONGFEI LIU EXECUTED IN SHENZHEN ON 16 SEPTEMBER 2013 OPTION AGREEMENT “this Agreement Parties THIS OPTION AGREEMENT ( Huiyou Digital (Shenzhen) Ltd. Pledgee Obligee China Ken Jian Xiao Xiongfei Liu Obligors Ken Jian Xiao and Xiongfei Liu are collectively referred to as “ WHEREAS, 1. Qualifications for Operating Mobile] [EQUITY PLEDGE AGREEMENT AMONG KEN JIAN XIAO, XIONGFEI LIU HUIYOU DIGITAL (SHENZHEN) LTD AND SHENZHEN LANYUE INTERNET TECHNOLOGY CO., LTD. EXECUTED IN SHENZHEN ON 16 SEPTEMBER 2013 Equity Pledge Agreement This Equity Pledge Agreement (“this Agreement”) is entered into by and between the following parties (“Parties”) on 16 September 2013 in Shenzhen, the People’s Republic of China (“China”): Party A:] [Supplementary Agreement Party A: Huiyou Digital (Shenzhen) Ltd. Party B: Shenzhen Lanyue Internet Technology Co., Ltd. Party C: Ken Jian Xiao Party D: Xiongfei Liu Party Parties (each a “ Whereas: Schedule 1 Original Agreements Supplemental Agreement The Parties entered into certain agreements as more particularly described under Schedule 1 herein (see 1. The amount received by Party C, as] [Letter of Undertaking Lanyue I, Xiongfei Liu, (a PRC Citizen, ID No.: 440223199012100518), as a shareholder of Shenzhen Lanyue Internet Technology Co., Ltd (Registered No.: 440301107431193, Registered Address: 1085-1086, Shangshuyuan Commerce Podium Building, Meilin Road, Meilin Sub-district, Futian District, Shenzhen, “ Whereas, Borrower Lender Loan (1). Ken Jian Xiao (a PRC Citizen, ID No.: 440203197910206133, the “ (2). I am] [Subsidiaries Jurisdiction Ownership Interest 3GUU Holdings Limited BVI 100 % 3GUU Mobile Entertainment Co. Limited Hong Kong 100 % 3GUU Mobile Entertainment Industrial Co., Ltd. BVI 100 % Beauty Wave Limited BVI 100 % Beijing Dongganlefeng Information Technology Co., Ltd. PRC 100 % Beijing Longyuebaifu Information Technology Co., Ltd. PRC 100 % China Mobile Games and Entertainment Group (HK) Limited] [CERTIFICATIONS I, Ken Jian Xiao, certify that: 1. I have reviewed this annual report on Form 20-F of China Mobile Games and Entertainment Group 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] [CERTIFICATIONS I, Ken Fei Fu Chang, certify that: 1. I have reviewed this annual report on Form 20-F of China Mobile Games and Entertainment Group 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] [CERTIFICATIONS (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Ken Jian Xiao Director and Chief Executive Officer EX-13.1 21 d655612dex131.htm EX-13.1] [CERTIFICATIONS (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Ken Fei Fu Chang Title Director and Chief Financial Officer EX-13.2 22 d655612dex132.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. 333-184378) pertaining to the China Mobile Games and Entertainment Group Limited Share Option Scheme of our report dated March 7, 2014, with respect to the consolidated financial statements of China Mobile Games and Entertainment Group Limited included in this] [[Letterhead of Guantao Law Firm] March 7, 2014 China Mobile Games and Entertainment Group Limited Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District Guangzhou, People’s Republic of China Ladies and Gentlemen: Sincerely Yours, Guantao Law Firm EX-15.2 24 d655612dex152.htm EX-15.2]

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CYOU [Changyou.com] 20-F: (Original Filing)

[INTRODUCTION 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 37 Item 4A Unresolved Staff Comments 76 Item 5. Operating and Financial Review and Prospects 76 Item 6. Directors, Senior Management and Employees 106 Item 7.] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Acquisition Framework Agreement by and among Beijing Gamease Age Digital Technology Co., Ltd. CHANGYOU.COM WEBGAME (HK) LIMITED Johnny, Cao Kai Kent, Yang Zhiyi Justin, Long Chunyan Ben, Meng Shuqi BURGEON MAX LIMITED CADGWITH INVESTMENTS LIMITED DOUBLE MERITS HOLDINGS LIMITED EURO LOGISTICS] [Amended and Restated Equity Interest Purchase Right Agreement Among Shenzhen 7Road Network Technologies Co., Ltd. (As the Equity Interest Purchase Obligee) Beijing Gamease Age Digital Technology Co., Ltd. (As the Equity Interest Purchase Obligor) And Shenzhen 7Road Technology Co., Ltd. June 5, 2013 Table of Contents 1. PURCHASE RIGHTS OF EQUITY INTEREST 2 2. PARTY B AND PARTY C’S PROMISES] [Amended and Restated Equity Interest Pledge Agreement Among Shenzhen 7Road Network Technologies Co., Ltd. (As the Equity Interest Pledgee) Beijing Gamease Age Digital Technology Co., Ltd. (As the Equity Interest Pledgor) And Shenzhen 7Road Technology Co., Ltd. June 5, 2013 Table of Content 1. PLEDGE AND GUARANTEED SCOPE 2 2. PLEDGED EQUITY 2 3. CREATION OF PLEDGE 3 4. TERM] [Power of Attorney The Company, Beijing Gamease Age Digital Technology Co., Ltd., a limited liability company legally established and validly existing in the People’s Republic of China (hereinafter referred to as the “PRC”) , is the shareholder of Shenzhen 7Road Technology Co., Ltd. (hereinafter referred to as “7Road Technology”) holding 100% equity interest in 7Road Technology, hereby irrevocably authorizes the] [AMENDED AND RESTATED BUSINESS OPERATION AGREEMENT Among Shenzhen 7Road Network Technologies Co., Ltd. Shenzhen 7Road Technology Co., Ltd. And Beijing Gamease Age Digital Technology Co., Ltd. June 5, 2013 AMENDED AND RESTATED BUSINESS OPERATION AGREEMENT This Amended and Restated Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Shenzhen, the People’s Republic] [Supplementary Agreement to Technology Development and Utilization Services Agreement Executed by Shenzhen 7Road Technology Co., Ltd. (As service receiver) And Shenzhen 7Road Network Technologies Co., Ltd. (As service provider) June 5, 2013 Supplementary Agreement to Technology Development and Utilization Services Agreement This Supplementary Agreement to Technology Development and Utilization Services Agreement (hereinafter referred to as the “Supplementary Agreement”) is executed] [Supplementary Agreement to Services and Maintenance Agreement Executed by Shenzhen 7Road Technology Co., Ltd. (As service receiver) And Shenzhen 7Road Network Technologies Co., Ltd. (As service provider) June 5, 2013 Supplementary Agreement to Services and Maintenance Agreement This Supplementary Agreement to Services and Maintenance Agreement (hereinafter referred to as the “Supplementary Agreement”) is executed by the following two parties in] [Our Ref: Commercial Banking – A130806 Confidential 13 August 2013 Changyou.com Limited East Tower Jing Yan Building No. 29 Shijingshan Road Shijingshan District Beijing 100043 China Attention: Ms. Jackie Li Dear Sirs, BANKING FACILITIES Bank Facilities Borrower With reference to our recent discussions, we, Hang Seng Bank Limited (the “ The Facilities will be made available on the terms and] [Our reference number: FL993A_Changyou.com_new th 26 Confidential Changyou.com Limited East Tower, Jing Yan Building No. 29 Shijingshan Road Shijingshan District Beijing 100043, PRC Attn: Mr. Alex Ho Dear Sirs, Re: Changyou.com Limited US$100 Million Term Loan Facility This letter (this “Facility Letter”) sets out the terms and conditions upon which The Bank of East Asia, Limited will provide a US$100,000,000.00] [Our Ref: Commercial Banking – A130418 Confidential 8 May 2013 Changyou.com HK Limited East Tower Jing Yan Building, No.29 Shijingshan Road, Shijingshan District Beijing 100043 China Attention: Ms. Jackie Li Dear Sirs, BANKING FACILITIES This facility letter supersedes our previous facility letter dated 19 March 2013. Bank Facilities Borrower With reference to our recent discussions, we, Hang Seng Bank Limited] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Investment Agreement Among Koram Games Limited (As the Seller) And HEROIC VISION HOLDINGS LIMITED (As the Buyer) And Beijing Kunlun Technology Co., Ltd. Guangzhou Kunlun Online Information Technology Co., Ltd. Kunlun Korea Co., LTD Signed on November 19, 2013 Confidential Treatment] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Supplementary Agreement to Investment Agreement the Supplementary Agreement This Supplementary Agreement to Investment Agreement (hereinafter referred to as “ (1) Koram Games Limited, a company duly incorporated and validly existing under the laws of Hong Kong, with its registration No. as] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Koram Games Limited And HEROIC VISION HOLDINGS LIMITED And TalkTalk Limited Shareholder Agreement Executed on November 19, 2013 Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Contents ARTICLE 1 DEFINITIONS] [• Changyou.com (HK) Limited, incorporated in Hong Kong. • ICE Entertainment (HK) Limited, incorporated in Hong Kong. • Beijing AmazGame Age Internet Technology Co., Ltd., incorporated in the PRC. • Beijing Changyou Gamespace Software Technology Co., Ltd., incorporated in the PRC. • ICE Information Technology (Shanghai) Co., Ltd., incorporated in the PRC. • Beijing Yang Fan Jing He Information Consulting] [I, Tao Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com 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 statements were made, not] [I, Alex Ho, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com 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 statements were made, not] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2013 and results of operations of the Company for the year ended December 31, 2013. Tao Wang Chief Executive Officer February 28, 2014 2 EX-13.1 18 d679336dex131.htm EX-13.1] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2013 and results of operations of the Company for the year ended December 31, 2013. Alex Ho Chief Financial Officer February 28, 2014 2 EX-13.2 19 d679336dex132.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-161727) of Changyou.com Limited of our report dated February 28, 2014 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. PricewaterhouseCoopers Zhong Tian LLP Beijing,] [February 28, 2014 Changyou.com Ltd. East Tower, JingYan Building, No. 29 Shijingshan Road, Shijingshan District, Beijing 100043 People’s Republic of China Consent of Haiwen & Partners Subject: We also hereby consent to the use of our firm name and summaries of our firm’s opinions under the headings “Business Overview – PRC Regulation” and “Organizational Structure” in the Form 20-F and]

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SEED [Origin Agritech] 20-F: (Original Filing)

[] [LIST OF SUBSIDIARIES (as of __________, 2014) Name Date of incorporation Place of incorporation Percentage Principal State Harvest Holding Limtied October 6, 2004 British Virgin Islands 100 % Investment Holding Beijing Origin State Harvest Biotechnology Limited December 1, 2004 Haidian District, Beijing, PRC 100 % Develop hybrid seed technology Beijing Origin Seed Limited December 26, 1997 Haidian District, Beijing, PRC] [CERTIFICATION I, Gengchen Han, certify that: 1. 2. 3. 4. (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this] [CERTIFICATION I, James Chen, certify that: 1. 2. 3. 4. (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this] [ORIGIN AGRITECH LIMITED Certification] [ORIGIN AGRITECH LIMITED Certification .] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Origin Agritech Limited No. 21 Sheng Ming Yuan Road Changping District Beijing 102206 China We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-166226 and 333-145865) of Origin Agritech Limited and its subsidiaries and variable interest entities (the “Company”) of our reports dated January 22,]

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SEED [Origin Agritech] 20-F:

[] [LIST OF SUBSIDIARIES (as of __________, 2014) Name Date of incorporation Place of incorporation Percentage Principal State Harvest Holding Limtied October 6, 2004 British Virgin Islands 100 % Investment Holding Beijing Origin State Harvest Biotechnology Limited December 1, 2004 Haidian District, Beijing, PRC 100 % Develop hybrid seed technology Beijing Origin Seed Limited December 26, 1997 Haidian District, Beijing, PRC] [CERTIFICATION I, Gengchen Han, certify that: 1. 2. 3. 4. (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this] [CERTIFICATION I, James Chen, certify that: 1. 2. 3. 4. (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this] [ORIGIN AGRITECH LIMITED Certification] [ORIGIN AGRITECH LIMITED Certification .] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Origin Agritech Limited No. 21 Sheng Ming Yuan Road Changping District Beijing 102206 China We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-166226 and 333-145865) of Origin Agritech Limited and its subsidiaries and variable interest entities (the “Company”) of our reports dated January 22,]

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DL [China Distance Education] 20-F: (Original Filing)

[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 31 ITEM 4A. UNRESOLVED STAFF COMMENTS 54 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 54 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 76] [Deed of Undertaking Deed THIS DEED OF UNDERTAKING (the “ Zhengdong Zhu, with PRC ID card number Baohong Yin, with PRC ID card number To China Distance Education Holdings Limited Company THIS DEED WITNESSES THAT 1. By signing this Deed, Zhengdong Zhu and Baohong Yin hereby irrevocably covenant with and undertake to the Company that: a. As long as the] [Certification by the Chief Executive Officer I, Zhengdong Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of China Distance Education Holdings 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] [Certification by the Chief Financial Officer I, Ping Wei, certify that: 1. I have reviewed this annual report on Form 20-F of China Distance Education Holdings 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] [Certification by the Chief Executive Officer Zhengdong Zhu Chief Executive Officer EX-13.1 5 d635685dex131.htm EX-13.1] [Certification by the Chief Financial Officer Ping Wei Chief Financial Officer EX-13.2 6 d635685dex132.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statement No. 333-157129 on Form S-8 of our reports dated December 27, 2013 relating to the consolidated financial statements of China Distance Education Holdings Limited, its subsidiaries, its variable interest entity and the subsidiaries of its variable interest entity (collectively, the “Group”) and the] [December 27, 2013 Company China Distance Education Holdings Limited (the “ 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, People’s Republic of China Ladies and Gentlemen: Sincerely yours, Jingtian & Gongcheng EX-15.2 8 d635685dex152.htm EX-15.2] [December 27, 2013 Company China Distance Education Holdings Limited (the “ 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, People’s Republic of China Ladies and Gentlemen: Yours sincerely, Conyers Dill & Pearman (Cayman) Limited EX-15.3 9 d635685dex153.htm EX-15.3]

By | 2016-03-25T22:52:14+00:00 December 27th, 2013|Categories: Chinese Stocks, DL, SEC Original|Tags: , , , , , |0 Comments

DL [China Distance Education] 20-F: Page INTRODUCTION 1 1 PART I 2 ITEM

[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 31 ITEM 4A. UNRESOLVED STAFF COMMENTS 54 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 54 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 76] [Deed of Undertaking Deed THIS DEED OF UNDERTAKING (the “ Zhengdong Zhu, with PRC ID card number Baohong Yin, with PRC ID card number To China Distance Education Holdings Limited Company THIS DEED WITNESSES THAT 1. By signing this Deed, Zhengdong Zhu and Baohong Yin hereby irrevocably covenant with and undertake to the Company that: a. As long as the] [Certification by the Chief Executive Officer I, Zhengdong Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of China Distance Education Holdings 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] [Certification by the Chief Financial Officer I, Ping Wei, certify that: 1. I have reviewed this annual report on Form 20-F of China Distance Education Holdings 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] [Certification by the Chief Executive Officer Zhengdong Zhu Chief Executive Officer EX-13.1 5 d635685dex131.htm EX-13.1] [Certification by the Chief Financial Officer Ping Wei Chief Financial Officer EX-13.2 6 d635685dex132.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statement No. 333-157129 on Form S-8 of our reports dated December 27, 2013 relating to the consolidated financial statements of China Distance Education Holdings Limited, its subsidiaries, its variable interest entity and the subsidiaries of its variable interest entity (collectively, the “Group”) and the] [December 27, 2013 Company China Distance Education Holdings Limited (the “ 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, People’s Republic of China Ladies and Gentlemen: Sincerely yours, Jingtian & Gongcheng EX-15.2 8 d635685dex152.htm EX-15.2] [December 27, 2013 Company China Distance Education Holdings Limited (the “ 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, People’s Republic of China Ladies and Gentlemen: Yours sincerely, Conyers Dill & Pearman (Cayman) Limited EX-15.3 9 d635685dex153.htm EX-15.3]

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WH [WSP] 20-F: (Original Filing)

[FORM 20-F (Mark One) o OR x OR o OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . 001-33840 WSP HOLDINGS LIMITED N/A Cayman Islands (Jurisdiction of Incorporation or Organization) No. 38 Zhujiang Road Xinqu, Wuxi Jiangsu Province People’s Republic] [Debt Waiver Agreement Party A (the “Creditor”): Wuxi Seamless Oil Pipes Co., Ltd. Party B (the “Debtor”): Chaoyang Seamless Oil Steel Casting Pipes Co., Ltd. Party C: Mr. Zhou Liming WHEREAS Party A and Party B used to be each other’s affiliate with certain debts in between reflected in the accounts, and Party C has become Party’s B controlling shareholder] [Debt Waiver Agreement Party A (the “Creditor”): Bazhou Seamless Oil Pipes Co., Ltd. Party B (the “Debtor”): Chaoyang Seamless Oil Steel Casting Pipes Co., Ltd. Party C: Mr. Zhou Liming ID No.: WHEREAS Party A and Party B used to be each other’s affiliate with certain debts in between reflected in the accounts, and Party C has become Party’s B] [Guarantee Contract Party A (the “Guarantor”): Dong Jianyong ID No.: Party B (the “Creditor”): Bazhou Seamless Oil Pipes Co., Ltd. Legal Representative: Domicile: Article 1 Party A’s Representations 1. 2. Party A has sufficient capabilities to assume the liability of guarantee and shall not be alleviated or exempted from such liability due to any instructions, change of financial position, or] [Debt Waiver Agreement Party A (the “Creditor”): Liaoyang Seamless Oil Pipes Co., Ltd. Party B (the “Debtor”): Chaoyang Seamless Oil Steel Casting Pipes Co., Ltd. Party C: Mr. Zhou Liming ID No.: WHEREAS Party A and Party B used to be each other’s affiliate with certain debts in between reflected in the accounts, and Party C has become Party’s B] [Guarantee Contract Party A (the “Guarantor”): Dong Jianyong ID No.: Party B (the “Creditor”): Liaoyang Seamless Oil Pipes Co., Ltd. Legal Representative: Domicile: Article 1 1. 2. Party A has sufficient capabilities to assume the liability of guarantee and shall not be alleviated or exempted from such liability due to any instructions, change of financial position, or any agreement entered] [Name of Subsidiaries Place of Incorporation 1. First Space Holdings Limited British Virgin Islands 2. Wuxi Seamless Oil Pipes Company Limited PRC 3. Liaoyang Seamless Oil Pipes Co., Ltd. PRC] [Certification by the Chief Executive Officer I, Longhua Piao, certify that: 1. I have reviewed this annual report on Form 20-F of WSP 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 by the Chief Financial Officer I, Choon-Hoi Then, certify that: 1. I have reviewed this annual report on Form 20-F of WSP 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 by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 10 a13-21687_1ex13d1.htm EX-13.1] [Certification by the Chief 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. EX-13.2 11 a13-21687_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-153582 on Form S-8 of our report dated September 14, 2011, relating to the consolidated financial statements of WSP Holdings Limited and its subsidiaries (collectively, the “Company”) and the financial statement schedule of WSP Holdings Limited for the year ended December] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-153582 on Form S-8 of our report dated November 15, 2013, relating to the consolidated financial statements and condensed parent company financial statements of WSP Holdings Limited and its subsidiaries (collectively, the “Company”) for the years ended December 31, 2012 and]

By | 2016-03-28T11:16:33+00:00 November 15th, 2013|Categories: Chinese Stocks, SEC Original, WH|Tags: , , , , , |0 Comments
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