20-F – Page 82 – China Stock Advice

SFUN [SouFun] 20-F: TABLE OF CONTENTS Page Introduction – 1 –

[TABLE OF CONTENTS Page Introduction - 1 - - 2 -] [TERMINATION AND RELEASE AGREEMENT Agreement Company General Atlantic Hunt 7-A Hunt 7-B Hunt 6-A Apax This Termination and Release Agreement (this “ RECITALS WHEREAS Registration Rights Agreement WHEREAS WHEREAS AGREEMENT NOW, THEREFORE Termination of Registration Rights Agreement 1. Release of Claims 2. Governing Law 3. Counterparts; Electronic Transmission 4. Entire Agreement 5. [Remainder of page intentionally left blank] IN WITNESS] [TERMINATION AND RELEASE AGREEMENT Agreement Company GA Shareholder Apax 7-A Apax7-B Apax 6-A Apax Shareholder Next Decade Media Partner Digital Link Offerees This Termination and Release Agreement (this “ RECITALS WHEREAS Investor’s Rights Agreement WHEREAS WHEREAS AGREEMENT NOW, THEREFORE Termination of Investor’s Rights Agreement 1. Release of Claims 2. Governing Law 3. Counterparts; Electronic Transmission 4. Entire Agreement 5. [Remainder] [FORM OF LOAN AGREEMENT [specify date] This Agreement is made and entered into by the Parties below on Lender: (1) [specify name of a subsidiary of SouFun Holdings Limited] [specify address] Borrowers (2) [specify name of shareholder of a consolidated controlled entity] [specify address] Borrower I [specify name of shareholder of a consolidated controlled entity] [specify address] Borrower II Parties] [SCHEDULE OF LOAN AGREEMENTS BETWEEN AND AMONG CERTAIN PRC SUBSIDIARY OF SOUFUN HOLDINGS LIMITED AND SHAREHOLDERS OF A CONSOLIDATED CONTROLLED ENTITY Date of Agreement Lender Borrower Consolidated Controlled Entity Borrower’s Equity Interest in Consolidated Controlled Entity Amount of Loan Date of Provision of Loan Term of Loan (Years) 1. May 17, 2004 Soufun Media Technology (Beijing) Co., Ltd. Tianquan Mo] [FORM OF CREDITOR’S RIGHTS TRANSFER AGREEMENT Agreement [specify date] [specify city] PRC This Creditor’s Rights Transfer Agreement (this “ Party A [specify name of a subsidiary of SouFun Holdings Limited] [specify address] Party B [specify name of a subsidiary of SouFun Holdings Limited] [specify address] Party C [specify name of shareholder of a consolidated controlled entity] of [specify address] Party] [SCHEDULE OF CREDITOR’S RIGHTS TRANSFER AGREEMENTS AMONG CERTAIN PRC SUBSIDIARIES OF SOUFUN HOLDINGS LIMITED AND SHAREHOLDERS OF CERTAIN CONSOLIDATED CONTROLLED ENTITY Date of Agreement Transferor/Lender Transferee Borrower Consolidated Date of Loan Amount of Loan 1. December 20, 2015 Beijing SouFun Network Technology Co., Ltd. Jia Tian Xia Network Technology Co., Ltd. Tianquan Mo Jiangong Dai Beijing Jia Tian Xia Advertising] [FORM OF EQUITY PLEDGE AGREEMENT Agreement [specify date] [specify city] China This Equity Pledge Agreement (this “ Pledgee [specify name of a subsidiary of SouFun Holdings Limited] [specify address] Pledgor I [specify name of shareholder of a consolidated controlled entity] [specify address] Pledgor II [specify name of shareholder of the consolidated controlled entity] [specify address] Pledgor(s) Parties Pledgor I and] [SCHEDULE OF EQUITY PLEDGE AGREEMENTS AMONG CERTAIN PRC SUBSIDIARY OF SOUFUN HOLDINGS LIMITED AND SHAREHOLDERS OF A CONSOLIDATED CONTROLLED ENTITY Date of Agreement Pledgee Pledgor Consolidated Controlled Entity Pledgor’s Equity Interest in Consolidated Controlled Entity Date of Service Agreement End Date of Pledge 1. December 20, 2015 Jia Tian Xia Network Technology Co., Ltd. Tianquan Mo Jiangong Dai Beijing Jia] [FORM OF SHAREHOLDERS’ PROXY AGREEMENT [specify date] [specify city] This Agreement is made and entered into by the Parties below on [specify name of a subsidiary of SouFun Holdings Limited] [specify address] Subsidiary Company 1. [specify name of a consolidated controlled entity] [specify address] VIE Company 2. [specify name of shareholder of the VIE Company] [specify address] 3. [specify name] [SCHEDULE OF SHAREHOLDERS’ PROXY AGREEMENTS AMONG CERTAIN PRC SUBSIDIARY OF SOUFUN HOLDINGS LIMITED, A CONSOLIDATED CONTROLLED ENTITY AND SHAREHOLDERS OF THE CONSOLIDATED CONTROLLED ENTITY Date of Agreement Subsidiary of SouFun Holdings Limited Shareholders of Consolidated Controlled Entity Consolidated Controlled Entity 1. December 20, 2015 (retroactive to March 16, 2006) Jia Tian Xia Network Technology Co., Ltd. Tianquan Mo Jiangong Dai] [FORM OF OPERATING AGREEMENT [specify date] [specify city] China This Agreement is made and entered into by the Parties below on Party A [specify name of a subsidiary of SouFun Holdings Limited] [specify address] Party B [specify name of a consolidated controlled entity] [specify address] Party C [specify name of shareholder of Party B] [specify address] Party D [specify name] [SCHEDULE OF OPERATING AGREEMENTS AMONG CERTAIN PRC SUBSIDIARY OF SOUFUN HOLDING LIMITED, A CONSOLIDATED CONTROLLED ENTITY AND SHAREHOLDERS OF THE CONSOLIDATED CONTROLLED ENTITY Date of Agreement Subsidiary of SouFun Shareholder of Consolidated Shareholder’s Equity 1. December 20, 2015 Jia Tian Xia Network Technology Co., Ltd. Tianquan Mo Jiangong Dai Beijing Jia Tian Xia Advertising Co., Ltd. 80 20 % %] [FORM OF EXCLUSIVE TECHNICAL CONSULTANCY AND Agreement specify date specify city China This Exclusive Technical Consultancy and Services Agreement (this “ Party A specify name of a subsidiary of SouFun Holdings Limited specify address Party B specify name of a consolidated controlled entity specify address WHEREAS specify date specify city specify business scope in business license (1) Party A is] [SCHEDULE OF EXCLUSIVE TECHNICAL CONSULTANCY AND SERVICES AGREEMENTS BETWEEN CERTAIN PRC SUBSIDIARY OF SOUFUN HOLDINGS LIMITED AND A CONSOLIDATED CONTROLLED ENTITY Date of Agreement Party A Party B Shareholder of Party B Services Provided by Party A 1. December 20, 2015 Jia Tian Xia Network Technology Co., Ltd. Beijing Jia Tian Xia Advertising Co., Ltd. Tianquan Mo Jiangong Dai a.] [FORM OF EXCLUSIVE CALL OPTION AGREEMENT Agreement [specify date] This Exclusive Call Option Agreement (this “ [specify name of shareholder of a subsidiary of SouFun Holdings Limiteda consolidated controlled entity] of [specify address] Party A (1) [specify name of shareholder of a consolidated controlled entity] [specify address] Party B(I) (2) [specify name of shareholder of a consolidated controlled entity] [specify] [SCHEDULE OF EXCLUSIVE CALL OPTION AGREEMENTS AMONG SOUFUN, SHAREHOLDERS OF A CONSOLIDATED CONTROLLED ENTITY, THE CONSOLIDATED CONTROLLED ENTITY AND CERTAIN PRC SUBSIDIARIES OF SOUFUN HOLDINGS LIMITED Date of Agreement Party A Party B Party C Party B’s Equity Interest in Party C Date of Loan Agreement(s) Date of Service Agreement Date of Equity Pledge Agreement 1. December 20, 2015 Jia] [Mr. Mo Tianquan (“Mr. Mo”), SouFun Holdings Limited (“SouFun Holdings”) and Chongqing Wanli New Energy Co., Ltd. (“Wanli” or the “Listed Company”) entered into this Non-compete Agreement (the “Agreement”) on May 2, 2016. Each of the parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties.” WHEREAS: 1. 2. Beijing SouFun Fang Tian] [List of Principal Subsidiaries and Consolidated Controlled Entities Subsidiaries: Beijing Cun Fang Real Estate Broking Co., Ltd. — Incorporated in China Beihai Tian Xia Dai Microfinance Co., Ltd. — Incorporated in China Beijing Fang Tian Xia Decorative Engineering Co., Ltd. — Incorporated in China Beijing Hong An Tu Sheng Network Technology Co., Ltd. — Incorporated in China Beijing Li Man] [CERTIFICATION I, Vincent Tianquan Mo, certify that: 1. I have reviewed this annual report on Form 20-F of SouFun 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 the circumstances under which such statements] [CERTIFICATION I, Kent Cangsang Huang, certify that: 1. I have reviewed this annual report on Form 20-F of SouFun 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 the circumstances under which such statements] [CERTIFICATION REQUIRED BY RULE 13a-14(b) OR RULE 15d-14(b) AND 18 U.S.C. SECTION 1350 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. May 17, 2016 Vincent Tianquan Mo Chief Executive Officer] [CERTIFICATION REQUIRED BY RULE 13a-14(b) OR RULE 15d-14(b) AND 18 U.S.C. SECTION 1350 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. May 17, 2016 Kent Cangsang Huang Chief Financial Officer] [May 17, 2016 SouFun Holdings Limited F9M, Building 5, Zone 4, Hanwei International Plaza No. 186 South 4th Ring Road Fengtai District, Beijing 100160 The People’s Republic of China Dear Sirs, Yours faithfully, Jingtian & Gongcheng] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-173157) pertaining to the Stock Related Award Incentive Plan of 1999 and the 2010 Stock Incentive Plan of SouFun Holdings Limited, (2) Registration Statement (Form S-8 No. 333- 207182) pertaining to the 2015 Stock Incentive]

By info| 2016-05-18T03:54:45+00:00 May 17th, 2016|Categories: Chinese Stocks, SFUN, Webplus ver|Tags: 0001294404, 20-F, 2016-05-17, 7374, SERVICES-COMPUTER PROCESSING and DATA PREPARATION, SFUN|0 Comments

YGE [YINGLI GREEN ENERGY CO] 20-F: (Original Filing)

[None None 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: 181,763,770 Ordinary Shares ¨ x ¨ x x ¨ x ¨ ¨ x ¨ x ¨ by the International Accounting Standards Board ¨ ¨ ¨ ¨ x (APPLICABLE ONLY] [Contract No. (1310201501100000799) ORIGINAL COPY China Development Bank Co., Ltd Foreign Exchange Loan Contract Loan type: Short-term foreign exchange working capital loan (revolving) The Sixth Period Foreign Exchange Working Capital Loan for Yingli Energy (China) Co., Ltd. in 2014 Borrower: Yingli Energy (China) Co., Ltd. Lender: China Development Bank Co., Ltd Date of signing: 1 Contents Article 1 Definitions 4] [Yingli Green Energy Holding Company Limited List of Subsidiaries Name Jurisdiction of Incorporation Baoding Tianwei Yingli New Energy Resources Co., Ltd. PRC Yingli Green Energy (International) Holding Company Limited British Virgin Islands Yingli Green Energy (International) Hong Kong Company Limited Hong Kong Tibet Tianwei Yingli New Energy Resources Co., Ltd. PRC Yingli Energy (China) Co., Ltd. PRC Yingli Energy (Beijing)] [Certification by the Chief Executive Officer I, Liansheng Miao, Chief Executive Officer of Yingli Green Energy Holding Company Limited (the “Company”), certify that: 1. I have reviewed this annual 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] [Certification by the Chief Financial Officer I, Yiyu Wang, Chief Financial Officer of Yingli Green Energy Holding Company Limited (the “Company”), certify that: 1. I have reviewed this annual 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] [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.] [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.] [Consent of Independent Registered Public Accounting Firm The Board of Directors Yingli Green Energy Holding Company Limited: We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-148353) of Yingli Green Energy Holding Company Limited of our report dated May 16, 2016 relating to the consolidated financial statements and the effectiveness of internal control] [Consent of Independent Registered Public Accounting Firm The Board of Directors We consent to the incorporation by reference in the registration statement No. 333-148353 on Form S-8 of Yingli Green Energy Holding Company Limited of our report dated April 11, 2014, with respect to the consolidated statements of comprehensive loss, changes in equity, and cash flows of Yingli Green Energy]

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YGE [YINGLI GREEN ENERGY CO] 20-F: None None Indicate the number of outstanding shares

[None None 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: 181,763,770 Ordinary Shares ¨ x ¨ x x ¨ x ¨ ¨ x ¨ x ¨ by the International Accounting Standards Board ¨ ¨ ¨ ¨ x (APPLICABLE ONLY] [Contract No. (1310201501100000799) ORIGINAL COPY China Development Bank Co., Ltd Foreign Exchange Loan Contract Loan type: Short-term foreign exchange working capital loan (revolving) The Sixth Period Foreign Exchange Working Capital Loan for Yingli Energy (China) Co., Ltd. in 2014 Borrower: Yingli Energy (China) Co., Ltd. Lender: China Development Bank Co., Ltd Date of signing: 1 Contents Article 1 Definitions 4] [Yingli Green Energy Holding Company Limited List of Subsidiaries Name Jurisdiction of Incorporation Baoding Tianwei Yingli New Energy Resources Co., Ltd. PRC Yingli Green Energy (International) Holding Company Limited British Virgin Islands Yingli Green Energy (International) Hong Kong Company Limited Hong Kong Tibet Tianwei Yingli New Energy Resources Co., Ltd. PRC Yingli Energy (China) Co., Ltd. PRC Yingli Energy (Beijing)] [Certification by the Chief Executive Officer I, Liansheng Miao, Chief Executive Officer of Yingli Green Energy Holding Company Limited (the “Company”), certify that: 1. I have reviewed this annual 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] [Certification by the Chief Financial Officer I, Yiyu Wang, Chief Financial Officer of Yingli Green Energy Holding Company Limited (the “Company”), certify that: 1. I have reviewed this annual 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] [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.] [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.] [Consent of Independent Registered Public Accounting Firm The Board of Directors Yingli Green Energy Holding Company Limited: We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-148353) of Yingli Green Energy Holding Company Limited of our report dated May 16, 2016 relating to the consolidated financial statements and the effectiveness of internal control] [Consent of Independent Registered Public Accounting Firm The Board of Directors We consent to the incorporation by reference in the registration statement No. 333-148353 on Form S-8 of Yingli Green Energy Holding Company Limited of our report dated April 11, 2014, with respect to the consolidated statements of comprehensive loss, changes in equity, and cash flows of Yingli Green Energy]

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RENN [Renren] 20-F: (Original Filing)

[] [SOCIAL FINANCE, INC. CONVERTIBLE NOTE AND July 28, 2015 \ SOCIAL FINANCE, INC. CONVERTIBLE NOTE AND SERIES F PREFERRED STOCK PURCHASE AGREEMENT Agreement Company SoftBank Purchaser Purchasers This Convertible Note and Series F Preferred Stock Purchase Agreement (this “ The parties hereby agree as follows: 1. Purchase and Sale of Convertible Note and Preferred Stock Issuance of the Convertible Note] [Framework Agreement on Transfer of Game Business by Renren Inc. between Renren Inc., Link 224 Inc., RENREN GAME HONGKONG LIMITED And Shanghai Renren Games Technology Development Co. RenRen Hu Yu (Hong Kong) Ltd. Tianjin Haichuan Huyu Management Partnership (LP) And He Chuan 5 January Beijing, China Table of Contents Article I Definition and Interpretation 2 Article II Arrangement for this] [Place of Incorporation Subsidiaries: CIAC/ChinaInterActiveCorp Cayman Islands Qianxiang Shiji Technology Development (Beijing) Co., Ltd. PRC Link224 Inc. Cayman Islands Renren Game USA Inc. USA Renren Game Hong Kong Limited Hong Kong Juyou Hudong (Beijing) Technology Development Co., Ltd. PRC Renren Lianhe Holdings Cayman Islands Renren Study Inc. Cayman Islands Renren Wealth Inc. Cayman Islands Jingwei Inc. Limited Cayman Islands Jupiter] [I, Joseph Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Renren Inc.; 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 by the Principal Financial Officer I, Thomas Jintao Ren, certify that: 1. I have reviewed this annual report on Form 20-F of Renren Inc.; 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] [1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. May 16, 2016 Joseph Chen Chief Executive Officer] [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. May 16, 2016 Thomas Jintao Ren Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-177366 on Form S-8 and Registration Statement No. 333-209734 on Form S-8 of our reports dated May 16, 2016 relating to the consolidated financial statements and financial statement schedule of Renren Inc., its subsidiaries, its variable interest entities and the subsidiaries of] [May 13, 2016 Renren Inc. Ladies and Gentlemen, Yours faithfully, TransAsia Lawyers] [Our ref SHF/667469-000001/9504516v1 Direct tel +852 2971 3006 E-mail derrick.kan@maplesandcalder.com Renren Inc. 5/F, North Wing 18 Jiuxianqiao Middle Road Chaoyang District, Beijing 100016 People's Republic of China 13 May 2016 Dear Sir Re: Renren Inc. Company We have acted as legal advisors as to the laws of the Cayman Islands to Renren Inc., an exempted limited liability company incorporated in] [CONSENT OF INDEPENDENT AUDITOR We consent to the incorporation by reference in Registration Statement No. 333-177366 on Form S-8 and Registration Statement No. 333-209734 on Form S-8 of our reports dated March 27, 2015 and March 26, 2014 relating to the financial statements of Japan Macro Opportunities Offshore Partners, L.P. and Japan Macro Opportunities Master Fund, L.P. appearing in this]

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SGOC [SGOCO] 20-F: (Original Filing)

[TABLE OF CONTENTS 2] [RICHLY CONQUEROR LIMITED Vendor AND SGOCO INTERNATIONAL (HK) LIMITED (上為國際 (香港) 有限公司) Purchaser Share Sale and Purchase Agreement for the sale and purchase of the entire issued share capital of BOCA INTERNATIONAL LIMITED (寶加國際有限公司) Content 1. INTERPRETATION 1 2. SALE AND PURCHASE 3 3. CONSIDERATION 3 4. GUARANTEE 3 5. COMPLETION 4 6. 4 7. 5 8. TERMINATION 5 9.] [SUPPLEMENTAL AGREEMENT TO SHARE SALE AND PURCHASE AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF BOCA INTERNATIONAL LIMITED This Supplemental Agreement to Share Sale and Purchase Agreement for the Sale and Purchase of the Entire Issued Share Capital of Boca International Limited (this “Supplemental Agreement”) is entered into on February 29, 2016, by and between] [12% CONVERTIBLE NOTE Maturity Date of December 3, 2015 June $150,000 FOR VALUE RECEIVED, Company Holder Maturity Date Interest Rate Issuance Date 1. Payments of Principal and Interest. a. Payment of Principal. b. Demand of Repayment. c. Interest. d. General Payment Provisions. Business Day 1 2. Conversion of Note. Ordinary Shares a. Certain Defined Terms. i. Conversion Amount “ ii.] [SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT SGOCO Group, Ltd. LG CAPITAL FUNDING, LLC This WHEREAS NOW THEREFORE Purchase and Sale of Note. 1. Purchase of Note a. _____ Company Initials Form of Payment b. Closing Date c. 2. Investment Purpose provided however a. Accredited Investor Status b. Reliance on Exemptions c. Information d. 2 Governmental Review e. Transfer or Re-sale] [SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT SGOCO Group, Ltd. SERVICE TRADING COMPANY, LLC This WHEREAS NOW THEREFORE Purchase and Sale of Note. 1. Purchase of Note a. _____ Company Initials Form of Payment b. Closing Date c. 2. Investment Purpose provided however a. Accredited Investor Status b. Reliance on Exemptions c. Information d. 2 Governmental Review e. Transfer or Re-sale] [SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT SGOCO Group, Ltd. ADAR BAYS, LLC This WHEREAS NOW THEREFORE Purchase and Sale of Note. 1. Purchase of Note a. _____ Company Initials Form of Payment b. Closing Date c. 2. Investment Purpose provided however a. Accredited Investor Status b. Reliance on Exemptions c. Information d. 2 Governmental Review e. Transfer or Re-sale bona] [SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT SGOCO GROUP, LTD. VIS VIRES GROUP, INC. This WHEREAS NOW THEREFORE Purchase and Sale of Note. 1. Purchase of Note a. Form of Payment b. Closing Date c. 2. Investment Purpose provided however a. Accredited Investor Status b. Reliance on Exemptions c. 2 Information d. Governmental Review e. Transfer or Re-sale bona fide f.] [SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT SGOCO Group, Ltd. BLACK FOREST CAPITAL, LLC th This WHEREAS NOW THEREFORE Purchase and Sale of Note. 1. Purchase of Note a. _____ Company Initials Form of Payment b. Closing Date c. 2. Investment Purpose provided however a. Accredited Investor Status b. Reliance on Exemptions c. Information d. 2 Governmental Review e. Transfer or] [SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT SGOCO Group, Ltd., Crown Bridge Partners, LLC, nd This WHEREAS: NOW THEREFORE, 1. Purchase and Sale of Note. Purchase of Note. a. Form of Payment. b. Closing Date. c. Investment Purpose. a. Accredited Investor Status. b. Reliance on Exemptions. c. Information. d. Governmental Review. e. Transfer or Re-sale. f. Legends. g. Authorization; Enforcement. h.] [SHARE PURCHASE AGREEMENT SGOCO Group, ltd Investor This SHARE PURCHASE AGREEMENT is dated as of May 9, 2016 (the “Agreement”) and is entered into by and between RECITALS WHEREAS WHEREAS Registration Statement SEC PO Common Stock WHEREAS Shares WITNESSETH NOW THEREFORE Share Purchase SECTION 1. Adjustment of the Purchase Price SECTION 2. Payments and Issuance. SECTION 3. The Investor shall] [List of Subsidiaries Name of Subsidiary Jurisdiction of Formation SGOCO International (HK) Limited Hong Kong Beijing SGOCO Image Technology Co., Ltd. People’s Republic of China SGO Corporation. Delaware, USA SGOCO (Shenzhen) Technology Co., Ltd. People’s Republic of China] [CERTIFICATION I, Shi-bin Xie, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [CERTIFICATION I, Xiao-Ming HU, Interim Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: May 16, 2016 Dated: May 16, 2016] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in Registration Statements No. 333-172406 on Form S-8 and No. 333-176437 on Form F-3 of our report dated May 16, 2016, relating to the consolidated financial statements of SGOCO Group, Ltd. and its subsidiaries (collectively the “Company”), which appears in this Annual Report on Form]

By info| 2016-05-17T04:35:13+00:00 May 16th, 2016|Categories: Chinese Stocks, SEC Original, SGOC|Tags: 0001412095, 20-F, 2016-05-16, 3663, RADIO and TV BROADCASTING and COMMUNICATIONS EQUIPMENT, SGOC|0 Comments

SGOC [SGOCO] 20-F: TABLE OF CONTENTS 2

[TABLE OF CONTENTS 2] [RICHLY CONQUEROR LIMITED Vendor AND SGOCO INTERNATIONAL (HK) LIMITED (上為國際 (香港) 有限公司) Purchaser Share Sale and Purchase Agreement for the sale and purchase of the entire issued share capital of BOCA INTERNATIONAL LIMITED (寶加國際有限公司) Content 1. INTERPRETATION 1 2. SALE AND PURCHASE 3 3. CONSIDERATION 3 4. GUARANTEE 3 5. COMPLETION 4 6. 4 7. 5 8. TERMINATION 5 9.] [SUPPLEMENTAL AGREEMENT TO SHARE SALE AND PURCHASE AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF BOCA INTERNATIONAL LIMITED This Supplemental Agreement to Share Sale and Purchase Agreement for the Sale and Purchase of the Entire Issued Share Capital of Boca International Limited (this “Supplemental Agreement”) is entered into on February 29, 2016, by and between] [12% CONVERTIBLE NOTE Maturity Date of December 3, 2015 June $150,000 FOR VALUE RECEIVED, Company Holder Maturity Date Interest Rate Issuance Date 1. Payments of Principal and Interest. a. Payment of Principal. b. Demand of Repayment. c. Interest. d. General Payment Provisions. Business Day 1 2. Conversion of Note. Ordinary Shares a. Certain Defined Terms. i. Conversion Amount “ ii.] [SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT SGOCO Group, Ltd. LG CAPITAL FUNDING, LLC This WHEREAS NOW THEREFORE Purchase and Sale of Note. 1. Purchase of Note a. _____ Company Initials Form of Payment b. Closing Date c. 2. Investment Purpose provided however a. Accredited Investor Status b. Reliance on Exemptions c. Information d. 2 Governmental Review e. Transfer or Re-sale] [SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT SGOCO Group, Ltd. SERVICE TRADING COMPANY, LLC This WHEREAS NOW THEREFORE Purchase and Sale of Note. 1. Purchase of Note a. _____ Company Initials Form of Payment b. Closing Date c. 2. Investment Purpose provided however a. Accredited Investor Status b. Reliance on Exemptions c. Information d. 2 Governmental Review e. Transfer or Re-sale] [SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT SGOCO Group, Ltd. ADAR BAYS, LLC This WHEREAS NOW THEREFORE Purchase and Sale of Note. 1. Purchase of Note a. _____ Company Initials Form of Payment b. Closing Date c. 2. Investment Purpose provided however a. Accredited Investor Status b. Reliance on Exemptions c. Information d. 2 Governmental Review e. Transfer or Re-sale bona] [SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT SGOCO GROUP, LTD. VIS VIRES GROUP, INC. This WHEREAS NOW THEREFORE Purchase and Sale of Note. 1. Purchase of Note a. Form of Payment b. Closing Date c. 2. Investment Purpose provided however a. Accredited Investor Status b. Reliance on Exemptions c. 2 Information d. Governmental Review e. Transfer or Re-sale bona fide f.] [SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT SGOCO Group, Ltd. BLACK FOREST CAPITAL, LLC th This WHEREAS NOW THEREFORE Purchase and Sale of Note. 1. Purchase of Note a. _____ Company Initials Form of Payment b. Closing Date c. 2. Investment Purpose provided however a. Accredited Investor Status b. Reliance on Exemptions c. Information d. 2 Governmental Review e. Transfer or] [SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT SGOCO Group, Ltd., Crown Bridge Partners, LLC, nd This WHEREAS: NOW THEREFORE, 1. Purchase and Sale of Note. Purchase of Note. a. Form of Payment. b. Closing Date. c. Investment Purpose. a. Accredited Investor Status. b. Reliance on Exemptions. c. Information. d. Governmental Review. e. Transfer or Re-sale. f. Legends. g. Authorization; Enforcement. h.] [SHARE PURCHASE AGREEMENT SGOCO Group, ltd Investor This SHARE PURCHASE AGREEMENT is dated as of May 9, 2016 (the “Agreement”) and is entered into by and between RECITALS WHEREAS WHEREAS Registration Statement SEC PO Common Stock WHEREAS Shares WITNESSETH NOW THEREFORE Share Purchase SECTION 1. Adjustment of the Purchase Price SECTION 2. Payments and Issuance. SECTION 3. The Investor shall] [List of Subsidiaries Name of Subsidiary Jurisdiction of Formation SGOCO International (HK) Limited Hong Kong Beijing SGOCO Image Technology Co., Ltd. People’s Republic of China SGO Corporation. Delaware, USA SGOCO (Shenzhen) Technology Co., Ltd. People’s Republic of China] [CERTIFICATION I, Shi-bin Xie, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [CERTIFICATION I, Xiao-Ming HU, Interim Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: May 16, 2016 Dated: May 16, 2016] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in Registration Statements No. 333-172406 on Form S-8 and No. 333-176437 on Form F-3 of our report dated May 16, 2016, relating to the consolidated financial statements of SGOCO Group, Ltd. and its subsidiaries (collectively the “Company”), which appears in this Annual Report on Form]

By info| 2016-05-17T04:36:59+00:00 May 16th, 2016|Categories: Chinese Stocks, SGOC, Webplus ver|Tags: 0001412095, 20-F, 2016-05-16, 3663, RADIO and TV BROADCASTING and COMMUNICATIONS EQUIPMENT, SGOC|0 Comments

AMCN [AIRMEDIA] 20-F: (Original Filing)

[AIRMEDIA GROUP INC. Annual Report on Form 20-F TABLE OF CONTENTS Page] [Equity Interest Transfer Agreement edia Group Co., Ltd. In respect of AirM This Equity Interest Transfer Agreement in respect Agreement th of AirMedia Group Co., Ltd. (hereinafter referred to as the “ AirMedia 1. AirMedia Group Inc. (“ AirMedia Technology 2. AirMedia Technology (Beijing) Co., Ltd. (the “ a company incorporated and lawfully subsists under the laws of the PRC,] [Supplement Agreement of Equity Interest Transfer Agreement This Supplement Agreement of Equity Interest Transfer (the “ AirMedia 1. AirMedia Group Inc. (“ AirMedia Technology 2. AirMedia Technology (Beijing) Co., Ltd. (the “ AirMedia Shengshi 3. Beijing AirMedia Shengshi Advertising Co., Ltd. (the “ 4. Guo Man, PRC citizen, ID number , address is . Longde Wenchuang 5. Beijing Londe Wenchuang] [Exclusive Technology Consulting and Service Agreement Agreement th, China This Exclusive Technology Consulting and Service Agreement (the “ Party A: AirMedia Technology (Beijing) Co., Ltd. Legal Representative: Guo Man Registered address: Room 3088, Building 1, No. 2 of Hengfu Zhongjie, Science Town, Fengtai District, Beijing Party B: AirMedia Online Network Technology Co., Ltd. Legal Representative: Xu Qing Registered address: Room] [Technology Development Agreement Agreement th, China This Technology Development Agreement (the “ Party A: Party B: AirMedia Online Network Technology Co., Ltd. WHEREAS, (1) Party A is a wholly foreign-owned enterprise incorporated in accordance with laws with strong technology development capacity and ample experiences in respect of technology development services; (2) Party B requires a professional technology company to provide] [Technology Support and Service Agreement Agreement China This Technology Support and Service Agreement (the “ Party A: Party B: AirMedia Online Network Technology Co., Ltd. WHEREAS, (1) Party A is a wholly foreign-owned enterprise incorporated in accordance with laws with strong technology development and technology support capacity and ample experiences in respect of technology support and services; (2) Party B] [Loan Agreement Agreement PRC This loan agreement (the “ Lender AirMedia Technology (Beijing) Co., Ltd (hereinafter referred to as the " Party A: Registered address: Room 3088, Building 1, No. 2 Heng Fu Zhong Street, Science Town, Fengtai District, Beijing Legal Representative: Guo Man Borrower Party B: Guo Man (hereinafter referred to as the " 1 ID Number: Party Parties] [Exclusive Call Option Agreement With respect to AirMedia Online Network Technology Co., Ltd. Agreement th, China This Exclusive Call Option Agreement (the “ Party A: Registered address: Room 3088, Building 1, No. 2 of Hengfu Zhongjie, Science Town, Fengtai District, Beijing Legal Representative: Guo Man Party B: Guo Man Address: Rooms No. 1-3, 5/F, Gate No. 2, Building 3, Airport] [Power of Attorney I, Guo Man, a citizen of the People’s Republic of China (“China”), Chinese ID number , am a shareholder of AirMedia Online Network Technology Co., Ltd. (“AirMedia Online”) and holds 80% of the equity interest in AirMedia Online. I hereby irrevocably authorize the representative appointed by AirMedia Technology (Beijing), Co., Ltd. (“AirMedia Technology”), within the term of] [Equity Pledge Agreement This Equity Pledge Agreement (hereinafter, the “Agreement”) is entered into by and among the following parties on 5th June 2015 in Beijing, People’s Republic of China (“China”): Party A: Guo Man Residence: ID Number: Party B: AirMedia Technology (Beijing) Co., Ltd. Registered address: Room 3088, Building 1, No. 2 of Hengfu Zhongjie, Science Town, Fengtai District, Beijing.] [Supplement Agreement In respect of the related agreement arrangement of Beijing AirMedia Shengshi Advertising Co., Ltd. This Agreement is entered by the following parties on January 21, 2016 in Beijing. Party A: AirMedia Technology (Beijing), Co., Ltd. Party B: Guo Man Xu Qing Party C: Beijing AirMedia Shengshi Advertising Co., Ltd. (formally known as “Beijing Shengshi Lianhe Advertising Co., Ltd.”)] [Supplement Agreement In respect of the related agreement arrangement of Beijing AirMedia Jiaming Advertising Co., Ltd. This Agreement is entered by the following parties on January 20, 2016 in Beijing. Party A: AirMedia Technology (Beijing), Co., Ltd. Party B: Guo Man Xu Qing Party C: Beijing AirMedia Jiaming Advertising Co., Ltd. (formally known as “Beijing AirMedia UC Advertising Co., Ltd.”)] [Supplement Agreement In respect of the related agreement arrangement of AirMedia Online Network Technology Co., Ltd. This Agreement is entered by the following parties on March 15, 2016 in Beijing. Party A: AirMedia Technology (Beijing), Co., Ltd. Party B: Guo Man Xu Qing Hong Tao Party C: AirMedia Online Network Technology Co., Ltd. Whereas: th (1) Party A, Party B,] [Wholly-Owned Subsidiaries Place of Incorporation 1. Broad Cosmos Enterprises Ltd. British Virgin Islands 2. AirMedia International Limited British Virgin Islands 3. AirMedia (China) Limited Hong Kong 4. AirMedia Technology (Beijing) Co., Ltd. PRC 5. Shenzhen AirMedia Information Technology Co., Ltd. PRC 6. Xi'an AirMedia Chuangyi Technology Co., Ltd. PRC Place of Incorporation 7. Beijing AirMedia Shengshi Advertising Co., Ltd. (formerly] [I, Herman Man Guo, certify that: 1. I have reviewed this annual report on Form 20-F of AirMedia Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [Certification by the Principal Financial Officer I, Richard Peidong Wu, certify that: 1. I have reviewed this annual report on Form 20-F of AirMedia Group Inc.; 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.] [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.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements No. 333-148352, 333-164219, 333-183448 and 333-187442 on Form S-8 and No. 333-161067 on Form F-3 of our reports dated May 16, 2016, relating to the consolidated financial statements and financial statement schedule of AirMedia Group Inc., its subsidiaries, its variable interest entities] [通商律師事務所 Commerce & Finance Law Offices 中國北京市朝阳区建国门外大街甲12号新华保险大厦6层邮编: 100022 電話: 8610-65693399 傳真: 8610-65693838, 65693836 www.tongshang.com Website: May 16 , 2016 AirMedia Group Inc. Dear Sirs, Sincerely Yours, Commerce & Finance Law Offices] [Our ref SSY/629535-000001/9562925v2 AirMedia Group Inc. 17/F, Sky Plaza No. 46 Dongzhimenwai Street Dongcheng District Beijing, 100027 People's Republic of China 16 May 2016 Dear Sirs AirMedia Group Inc. Company SEC Annual Report We have acted as legal advisors as to the laws of the Cayman Islands to AirMedia Group Inc., an exempted limited liability company incorporated in the Cayman]

By info| 2016-05-17T05:10:59+00:00 May 16th, 2016|Categories: AMCN, Chinese Stocks, SEC Original|Tags: 0001413745, 20-F, 2016-05-16, 7311, AMCN, SERVICES-ADVERTISING AGENCIES|0 Comments

AMCN [AIRMEDIA] 20-F: AIRMEDIA GROUP INC. Annual Report on Form 20-F

[AIRMEDIA GROUP INC. Annual Report on Form 20-F TABLE OF CONTENTS Page] [Equity Interest Transfer Agreement edia Group Co., Ltd. In respect of AirM This Equity Interest Transfer Agreement in respect Agreement th of AirMedia Group Co., Ltd. (hereinafter referred to as the “ AirMedia 1. AirMedia Group Inc. (“ AirMedia Technology 2. AirMedia Technology (Beijing) Co., Ltd. (the “ a company incorporated and lawfully subsists under the laws of the PRC,] [Supplement Agreement of Equity Interest Transfer Agreement This Supplement Agreement of Equity Interest Transfer (the “ AirMedia 1. AirMedia Group Inc. (“ AirMedia Technology 2. AirMedia Technology (Beijing) Co., Ltd. (the “ AirMedia Shengshi 3. Beijing AirMedia Shengshi Advertising Co., Ltd. (the “ 4. Guo Man, PRC citizen, ID number , address is . Longde Wenchuang 5. Beijing Londe Wenchuang] [Exclusive Technology Consulting and Service Agreement Agreement th, China This Exclusive Technology Consulting and Service Agreement (the “ Party A: AirMedia Technology (Beijing) Co., Ltd. Legal Representative: Guo Man Registered address: Room 3088, Building 1, No. 2 of Hengfu Zhongjie, Science Town, Fengtai District, Beijing Party B: AirMedia Online Network Technology Co., Ltd. Legal Representative: Xu Qing Registered address: Room] [Technology Development Agreement Agreement th, China This Technology Development Agreement (the “ Party A: Party B: AirMedia Online Network Technology Co., Ltd. WHEREAS, (1) Party A is a wholly foreign-owned enterprise incorporated in accordance with laws with strong technology development capacity and ample experiences in respect of technology development services; (2) Party B requires a professional technology company to provide] [Technology Support and Service Agreement Agreement China This Technology Support and Service Agreement (the “ Party A: Party B: AirMedia Online Network Technology Co., Ltd. WHEREAS, (1) Party A is a wholly foreign-owned enterprise incorporated in accordance with laws with strong technology development and technology support capacity and ample experiences in respect of technology support and services; (2) Party B] [Loan Agreement Agreement PRC This loan agreement (the “ Lender AirMedia Technology (Beijing) Co., Ltd (hereinafter referred to as the " Party A: Registered address: Room 3088, Building 1, No. 2 Heng Fu Zhong Street, Science Town, Fengtai District, Beijing Legal Representative: Guo Man Borrower Party B: Guo Man (hereinafter referred to as the " 1 ID Number: Party Parties] [Exclusive Call Option Agreement With respect to AirMedia Online Network Technology Co., Ltd. Agreement th, China This Exclusive Call Option Agreement (the “ Party A: Registered address: Room 3088, Building 1, No. 2 of Hengfu Zhongjie, Science Town, Fengtai District, Beijing Legal Representative: Guo Man Party B: Guo Man Address: Rooms No. 1-3, 5/F, Gate No. 2, Building 3, Airport] [Power of Attorney I, Guo Man, a citizen of the People’s Republic of China (“China”), Chinese ID number , am a shareholder of AirMedia Online Network Technology Co., Ltd. (“AirMedia Online”) and holds 80% of the equity interest in AirMedia Online. I hereby irrevocably authorize the representative appointed by AirMedia Technology (Beijing), Co., Ltd. (“AirMedia Technology”), within the term of] [Equity Pledge Agreement This Equity Pledge Agreement (hereinafter, the “Agreement”) is entered into by and among the following parties on 5th June 2015 in Beijing, People’s Republic of China (“China”): Party A: Guo Man Residence: ID Number: Party B: AirMedia Technology (Beijing) Co., Ltd. Registered address: Room 3088, Building 1, No. 2 of Hengfu Zhongjie, Science Town, Fengtai District, Beijing.] [Supplement Agreement In respect of the related agreement arrangement of Beijing AirMedia Shengshi Advertising Co., Ltd. This Agreement is entered by the following parties on January 21, 2016 in Beijing. Party A: AirMedia Technology (Beijing), Co., Ltd. Party B: Guo Man Xu Qing Party C: Beijing AirMedia Shengshi Advertising Co., Ltd. (formally known as “Beijing Shengshi Lianhe Advertising Co., Ltd.”)] [Supplement Agreement In respect of the related agreement arrangement of Beijing AirMedia Jiaming Advertising Co., Ltd. This Agreement is entered by the following parties on January 20, 2016 in Beijing. Party A: AirMedia Technology (Beijing), Co., Ltd. Party B: Guo Man Xu Qing Party C: Beijing AirMedia Jiaming Advertising Co., Ltd. (formally known as “Beijing AirMedia UC Advertising Co., Ltd.”)] [Supplement Agreement In respect of the related agreement arrangement of AirMedia Online Network Technology Co., Ltd. This Agreement is entered by the following parties on March 15, 2016 in Beijing. Party A: AirMedia Technology (Beijing), Co., Ltd. Party B: Guo Man Xu Qing Hong Tao Party C: AirMedia Online Network Technology Co., Ltd. Whereas: th (1) Party A, Party B,] [Wholly-Owned Subsidiaries Place of Incorporation 1. Broad Cosmos Enterprises Ltd. British Virgin Islands 2. AirMedia International Limited British Virgin Islands 3. AirMedia (China) Limited Hong Kong 4. AirMedia Technology (Beijing) Co., Ltd. PRC 5. Shenzhen AirMedia Information Technology Co., Ltd. PRC 6. Xi'an AirMedia Chuangyi Technology Co., Ltd. PRC Place of Incorporation 7. Beijing AirMedia Shengshi Advertising Co., Ltd. (formerly] [I, Herman Man Guo, certify that: 1. I have reviewed this annual report on Form 20-F of AirMedia Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [Certification by the Principal Financial Officer I, Richard Peidong Wu, certify that: 1. I have reviewed this annual report on Form 20-F of AirMedia Group Inc.; 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.] [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.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements No. 333-148352, 333-164219, 333-183448 and 333-187442 on Form S-8 and No. 333-161067 on Form F-3 of our reports dated May 16, 2016, relating to the consolidated financial statements and financial statement schedule of AirMedia Group Inc., its subsidiaries, its variable interest entities] [通商律師事務所 Commerce & Finance Law Offices 中國北京市朝阳区建国门外大街甲12号新华保险大厦6层邮编: 100022 電話: 8610-65693399 傳真: 8610-65693838, 65693836 www.tongshang.com Website: May 16 , 2016 AirMedia Group Inc. Dear Sirs, Sincerely Yours, Commerce & Finance Law Offices] [Our ref SSY/629535-000001/9562925v2 AirMedia Group Inc. 17/F, Sky Plaza No. 46 Dongzhimenwai Street Dongcheng District Beijing, 100027 People's Republic of China 16 May 2016 Dear Sirs AirMedia Group Inc. Company SEC Annual Report We have acted as legal advisors as to the laws of the Cayman Islands to AirMedia Group Inc., an exempted limited liability company incorporated in the Cayman]

By info| 2016-05-17T05:12:38+00:00 May 16th, 2016|Categories: AMCN, Chinese Stocks, Webplus ver|Tags: 0001413745, 20-F, 2016-05-16, 7311, AMCN, SERVICES-ADVERTISING AGENCIES|0 Comments

ATV [Acorn International] 20-F: (Original Filing)

[ACORN INTERNATIONAL, INC. TABLE OF CONTENTS Page INTRODUCTION 3 PART I 5 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 5 ITEM 3. KEY INFORMATION 5 ITEM 4. INFORMATION ON THE COMPANY 35 ITEM 4A. UNRESOLVED STAFF COMMENTS 59 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 59 ITEM 6. DIRECTORS,] [LOAN AGREEMENT This Agreement is entered into in 2016 in Shanghai, China between the parties below upon their full and friendly negotiation and intending to be legally bound: Party A: Acorn Trade (Shanghai) Co., Ltd. Legal Address: Room 103-1, Building No. 7, Area E, No. 333, Middle Xinfeng Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Robert Walter Roche Party] [Exclusive Technical Service Agreement Agreement This Exclusive Technical Service Agreement (this “ Party A: Beijing HJX Technology Development Co., Ltd. Domicile: Room 401, Floor 4, Building 21, No.130, Liangjia Dian, Haidian District, Beijing Legal Representative: Qi Zhang Party B: Acorn Trade (Shanghai) Co., Ltd. Domicile: Room103-1, Building 7, Area E, No.333, Xinfeng Zhong Road, Huaxin Town, Qingpu District, Shanghai Legal] [OPERATION AND MANAGEMENT AGREEMENT Agreement This Operation and Management Agreement (the “ Party A: Acorn Trade (Shanghai) Co., Ltd. Legal Address: Room103-1, Building 7, Area E, No.333, Xinfeng Zhong Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Robert Walter Roche Party B: Beijing HJX Technology Development Co., Ltd. HJX Technology Legal Address: Room 401, Floor 4, Building 21, No.130, Liangjia] [Equity Pledge Agreement this Agreement PRC This Equity Pledge Agreement (hereinafter referred to as “ Party A Pledgee The Acorn Trade (Shanghai) Co., Ltd. The legal address: Room 103-1, Building No. 7, Area E, No. 333, Middle Xinfeng Road, Huaxin Town, Qingpu District, Shanghai The legal representative: Robert Walter Roche Party B Pledger The Kuan Song The number of the] [Exclusive Purchase Agreement Agreement This Exclusive Purchase Agreement (this “ Party A Acorn Trade (Shanghai) Co., Ltd. Domicile Legal Representative Party B Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Pan Zong ID Card No. ID: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou Road,] [Power of Attorney This Power of Attorney is signed by the following parties in Shanghai in 2016: Principals Principal A: Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Principal B: Pan Zong ID Card No.: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou Road, Hualong] [TERMINATION AGREEMENT Agreement This Termination Agreement (the “ Party A: Shanghai HJX Digital Technology Co., Ltd. Domicile: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Robert Walter Roche Party B: Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Pan Zong ID Card No.:] [Letter of Consent 41050419821217106X I, Kai Wang (ID Card No.: 1. In accordance with the Equity Pledge Agreement he signed in 2016, Kuan Song pledges to Acorn Trade (Shanghai) Co., Ltd.90% of the equity interest he holds in Beijing HJX Technology Development Co., Ltd. (“Beijing HJX Technology”). 2. In accordance with the provisions of the Exclusive Purchase Agreement entered into] [LOAN AGREEMENT This Agreement is entered into on May 27, 2015 in Shanghai, China between the parties below upon their full and friendly negotiation and intending to be legally bound: Party A: Acorn Information Technology (Shanghai) Co., Ltd. Legal Address: Room 669-05, No. 2 Building, No. 351 Guoshoujing Road, Zhangjiang High-tech Park, Shanghai Party B: Kuan Song ID Card No.:] [Exclusive Technical Service Agreement Agreement This Exclusive Technical Service Agreement (this “ Party A: Beijing Acorn Trade Co., Ltd. Domicile: East side, Floor 1, Jindu Office building, No.115, Fucheng Road, Haidian District, Beijing Party B: Acorn Information Technology (Shanghai) Co., Ltd. Domicile: Room 669-05, Building 2, No.351, Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai Either Party A or Party B will] [OPERATION AND MANAGEMENT AGREEMENT Agreement This Operation and Management Agreement (the “ Party A: Acorn Information Technology (Shanghai) Co., Ltd. Legal Address: Room 669-05, Building 2, No.351, Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai Party B: Beijing Acorn Trade Co., Ltd. Beijing Trade Legal Address: East side, Floor 1, Jindu Office building, No.115, Fucheng Road, Haidian District, Beijing Party C: Kuan] [Equity Pledge Agreement this Agreement PRC This Equity Pledge Agreement (hereinafter referred to as “ Party A Pledgee The Acorn Information Technology (Shanghai) Co., Ltd. The legal address: Room 669-05, No. 2 Building, No. 351 Guoshoujing Road, Zhangjiang High-tech Park, Shanghai Party B Pledger The Kuan Song The number of the ID card: 410503198209212012 The domicile address: Room 2202, Floor] [Exclusive Purchase Agreement Agreement This Exclusive Purchase Agreement (this “ Party A Acorn Information Technology (Shanghai) Co., Ltd. Domicile Party B Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Pan Zong ID Card No. ID: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou Road, Hualong] [Power of Attorney This Power of Attorney is signed by the following parties in Shanghai on May 27, 2015: Principals Principal A: Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Principal B: Pan Zong ID Card No.: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou] [TERMINATION AGREEMENT Agreement This Termination Agreement (the “ Party A: Acorn Information Technology (Shanghai) Co., Ltd. Domicile: Room 669-05, Building 2, No.351, Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai Legal Representative: Dongjie Yang Party B: Dongjie Yang ID Card No.: 140106196803232537 Address: Room 302 and 303, Unit 6, Building 1, No.5 North Jia Heping Li, Chaoyang District, Beijing Weiguo Ge ID] [Letter of Consent I, Kai Wang (ID Card No.: 41050419821217106X), am the duly married spouse of Kuan Song (ID Card No.: 410503198209212012). I hereby acknowledge, understand and agree that: 1. In accordance with the Equity Pledge Agreement he signed on May 27, 2015, Kuan Song pledges to Acorn Information Technology (Shanghai) Co., Ltd. 90% of the equity interest he holds] [LOAN AGREEMENT This Agreement is entered into on May 27, 2015 in Shanghai, China between the parties below upon their full and friendly negotiation and intending to be legally bound: Party A: Acorn Information Technology (Shanghai) Co., Ltd. Legal Address: Room 669-05, No. 2 Building, No. 351 Guoshoujing Road, Zhangjiang High-tech Park, Shanghai Party B: Kuan Song ID Card No.:] [Exclusive Technical Service Agreement Agreement This Exclusive Technical Service Agreement (this “ Party A: Shanghai Acorn Network Technology Development Co., Ltd. Domicile: A-46, No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Party B: Acorn Information Technology (Shanghai) Co., Ltd. Domicile: Room 669-05, Building 2, No.351, Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai Either Party A or Party B] [OPERATION AND MANAGEMENT AGREEMENT Agreement This Operation and Management Agreement (the “ Party A: Acorn Information Technology (Shanghai) Co., Ltd. Legal Address: Room 669-05, Building 2, No.351, Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai Party B: Shanghai Acorn Network Technology Development Co., Ltd. Acorn Network Technology Legal Address: A-46, No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Party] [Equity Pledge Agreement this Agreement PRC This Equity Pledge Agreement (hereinafter referred to as “ Party A Pledgee The Acorn Information Technology (Shanghai) Co., Ltd. The legal address: Room 669-05, No. 2 Building, No. 351 Guoshoujing Road, Zhangjiang High-tech Park, Shanghai Party B Pledger The Kuan Song The number of the ID card: 410503198209212012 The domicile address: Room 2202, Floor] [Exclusive Purchase Agreement Agreement This Exclusive Purchase Agreement (this “ Party A Acorn Information Technology (Shanghai) Co., Ltd. Domicile Party B Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Pan Zong ID Card No. ID: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou Road, Hualong] [Power of Attorney This Power of Attorney is signed by the following parties in Shanghai on May 27, 2015: Principals Principal A: Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Principal B: Pan Zong ID Card No.: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou] [TERMINATION AGREEMENT Agreement This Termination Agreement (the “ Party A: Acorn Information Technology (Shanghai) Co., Ltd. Domicile: Room 669-05, Building 2, No.351, Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai Legal Representative: Dongjie Yang Party B: Dongjie Yang ID Card No.: 140106196803232537 Address: Room 302 and 303, Unit 6, Building 1, No.5 North Jia Heping Li, Chaoyang District, Beijing Weiguo Ge ID] [Letter of Consent I, Kai Wang (ID Card No.: 41050419821217106X), am the duly married spouse of Kuan Song (ID Card No.: 410503198209212012). I hereby acknowledge, understand and agree that: 1. In accordance with the Equity Pledge Agreement he signed on May 27, 2015, Kuan Song pledges to Acorn Information Technology (Shanghai) Co., Ltd. 90% of the equity interest he holds] [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 Party B: Shanghai HJX Digital Technology Co., Ltd. Domicile: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Either Party A] [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 Party B: Shanghai HJX Electronic Technology Co., Ltd. (“HJX Electronic”) Legal Address: Room 187, Area E, First Floor, Building 1, No.1288, Huateng Road, Huaxin Town, Qingpu District,] [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 Party B Pledger The Kuan Song The number of the ID card: 410503198209212012 The domicile address: Room 2202, Floor 5, Building] [Exclusive Purchase Agreement Agreement This Exclusive Purchase Agreement (this “ Party A Shanghai HJX Digital Technology Co., Ltd. Domicile Party B Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Pan Zong ID Card No. ID: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou Road, Hualong] [Power of Attorney This Power of Attorney is signed by the following parties in Shanghai on May 27, 2015: Principals Principal A: Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Principal B: Pan Zong ID Card No.: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou] [TERMINATION AGREEMENT Agreement This Termination Agreement (the “ Party A: Shanghai HJX Digital Technology Co., Ltd. Domicile: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Dongjie Yang Party B: Dongjie Yang ID Card No.: 140106196803232537 Address: Room 302 and 303, Unit 6, Building 1, No.5 North Jia Heping Li, Chaoyang District, Beijing Weiguo Ge ID] [4.35 Letter of Consent I, Kai Wang (ID Card No.: 41050419821217106X), am the duly married spouse of Kuan Song (ID Card No.: 410503198209212012). I hereby acknowledge, understand and agree that: 1. In accordance with the Equity Pledge Agreement he signed on May 27, 2015, Kuan Song pledges to Shanghai HJX Digital Technology Co., Ltd. 90% of the equity interest he] [LOAN AGREEMENT This Agreement is entered into on May 27, 2015 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 Party B: Kuan Song ID Card No.: 410503198209212012 Address:] [SETTLEMENT AGREEMENT Agreement Agreement This 1. Acorn International, Limited Acorn th 2. Acorn Composite Corporation, Inc. Roche Entity 3. “Parties Robert W. Roche (US Passport No. 486956395); collectively, the RECITALS:- (A) Associated Companies Protective Costs Various costs in the amount of US$924,756.95 (as shown in Schedule 1) were incurred by Roche Entity and/or its associated companies (as defined in the] [th THIS TRANSITIONAL SERVICES AND SEPARATION AGREEMENT ("Agreement") is made on the 27 BETWEEN: (1) (“Mr Yang ”)； Mr. Don Dongjie Yang of GuangCaiGuoJi Building 3 Room 17D，No. 18 Gongti West Road, Chaoyang District，Beijing, China, the People's Republic of China (2) .， "Company"); Acorn International, Inc (3) .， D.Y. Capita] Inc "Parties") (together the IT IS HEREBY AGREED as follows:-] [EXECUTION COPY Form of Employment Agreement This employment agreement (the "Agreement") is entered into by and between ("you" or "your") and Acorn International, Inc., an exempted company incorporated in the Cayman Islands with limited liability or one of its subsidiaries (the "Company"). This Agreement has an effective date as of (the "Effective Date"). In consideration of the mutual covenants and] [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, Robert W. Roche, 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 Robert W. Roche Chief Executive Officer] [Section 906 of the Sarbanes-Oxley Act of 2002 Geoffrey Weiji Gao Chief Financial Officer] [通商律師事務所 Commerce & Finance Law Offices 上海市南京西路1515号静安嘉里中心办公楼1座1506室電話:8621-52986877 傳真: 8621-52986878 网址 www.tongshang.com.cn May 16, 2016 Acorn International, Inc. 19/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.,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements on Form S-8 (No. 333-143267) of our report dated May 16, 2016, relating to the consolidated financial statements and financial statement schedules of Acorn International, Inc. and its subsidiaries and variable interest entities (the “Group”), appearing in this Annual Report on Form 20-F]

By info| 2016-05-17T05:20:57+00:00 May 16th, 2016|Categories: ATV, Chinese Stocks, SEC Original|Tags: 0001365742, 20-F, 2016-05-16, 5900, ATV, RETAIL-MISCELLANEOUS RETAIL|0 Comments

ATV [Acorn International] 20-F: ACORN INTERNATIONAL, INC. TABLE OF CONTENTS Page INTRODUCTION

[ACORN INTERNATIONAL, INC. TABLE OF CONTENTS Page INTRODUCTION 3 PART I 5 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 5 ITEM 3. KEY INFORMATION 5 ITEM 4. INFORMATION ON THE COMPANY 35 ITEM 4A. UNRESOLVED STAFF COMMENTS 59 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 59 ITEM 6. DIRECTORS,] [LOAN AGREEMENT This Agreement is entered into in 2016 in Shanghai, China between the parties below upon their full and friendly negotiation and intending to be legally bound: Party A: Acorn Trade (Shanghai) Co., Ltd. Legal Address: Room 103-1, Building No. 7, Area E, No. 333, Middle Xinfeng Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Robert Walter Roche Party] [Exclusive Technical Service Agreement Agreement This Exclusive Technical Service Agreement (this “ Party A: Beijing HJX Technology Development Co., Ltd. Domicile: Room 401, Floor 4, Building 21, No.130, Liangjia Dian, Haidian District, Beijing Legal Representative: Qi Zhang Party B: Acorn Trade (Shanghai) Co., Ltd. Domicile: Room103-1, Building 7, Area E, No.333, Xinfeng Zhong Road, Huaxin Town, Qingpu District, Shanghai Legal] [OPERATION AND MANAGEMENT AGREEMENT Agreement This Operation and Management Agreement (the “ Party A: Acorn Trade (Shanghai) Co., Ltd. Legal Address: Room103-1, Building 7, Area E, No.333, Xinfeng Zhong Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Robert Walter Roche Party B: Beijing HJX Technology Development Co., Ltd. HJX Technology Legal Address: Room 401, Floor 4, Building 21, No.130, Liangjia] [Equity Pledge Agreement this Agreement PRC This Equity Pledge Agreement (hereinafter referred to as “ Party A Pledgee The Acorn Trade (Shanghai) Co., Ltd. The legal address: Room 103-1, Building No. 7, Area E, No. 333, Middle Xinfeng Road, Huaxin Town, Qingpu District, Shanghai The legal representative: Robert Walter Roche Party B Pledger The Kuan Song The number of the] [Exclusive Purchase Agreement Agreement This Exclusive Purchase Agreement (this “ Party A Acorn Trade (Shanghai) Co., Ltd. Domicile Legal Representative Party B Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Pan Zong ID Card No. ID: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou Road,] [Power of Attorney This Power of Attorney is signed by the following parties in Shanghai in 2016: Principals Principal A: Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Principal B: Pan Zong ID Card No.: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou Road, Hualong] [TERMINATION AGREEMENT Agreement This Termination Agreement (the “ Party A: Shanghai HJX Digital Technology Co., Ltd. Domicile: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Robert Walter Roche Party B: Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Pan Zong ID Card No.:] [Letter of Consent 41050419821217106X I, Kai Wang (ID Card No.: 1. In accordance with the Equity Pledge Agreement he signed in 2016, Kuan Song pledges to Acorn Trade (Shanghai) Co., Ltd.90% of the equity interest he holds in Beijing HJX Technology Development Co., Ltd. (“Beijing HJX Technology”). 2. In accordance with the provisions of the Exclusive Purchase Agreement entered into] [LOAN AGREEMENT This Agreement is entered into on May 27, 2015 in Shanghai, China between the parties below upon their full and friendly negotiation and intending to be legally bound: Party A: Acorn Information Technology (Shanghai) Co., Ltd. Legal Address: Room 669-05, No. 2 Building, No. 351 Guoshoujing Road, Zhangjiang High-tech Park, Shanghai Party B: Kuan Song ID Card No.:] [Exclusive Technical Service Agreement Agreement This Exclusive Technical Service Agreement (this “ Party A: Beijing Acorn Trade Co., Ltd. Domicile: East side, Floor 1, Jindu Office building, No.115, Fucheng Road, Haidian District, Beijing Party B: Acorn Information Technology (Shanghai) Co., Ltd. Domicile: Room 669-05, Building 2, No.351, Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai Either Party A or Party B will] [OPERATION AND MANAGEMENT AGREEMENT Agreement This Operation and Management Agreement (the “ Party A: Acorn Information Technology (Shanghai) Co., Ltd. Legal Address: Room 669-05, Building 2, No.351, Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai Party B: Beijing Acorn Trade Co., Ltd. Beijing Trade Legal Address: East side, Floor 1, Jindu Office building, No.115, Fucheng Road, Haidian District, Beijing Party C: Kuan] [Equity Pledge Agreement this Agreement PRC This Equity Pledge Agreement (hereinafter referred to as “ Party A Pledgee The Acorn Information Technology (Shanghai) Co., Ltd. The legal address: Room 669-05, No. 2 Building, No. 351 Guoshoujing Road, Zhangjiang High-tech Park, Shanghai Party B Pledger The Kuan Song The number of the ID card: 410503198209212012 The domicile address: Room 2202, Floor] [Exclusive Purchase Agreement Agreement This Exclusive Purchase Agreement (this “ Party A Acorn Information Technology (Shanghai) Co., Ltd. Domicile Party B Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Pan Zong ID Card No. ID: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou Road, Hualong] [Power of Attorney This Power of Attorney is signed by the following parties in Shanghai on May 27, 2015: Principals Principal A: Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Principal B: Pan Zong ID Card No.: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou] [TERMINATION AGREEMENT Agreement This Termination Agreement (the “ Party A: Acorn Information Technology (Shanghai) Co., Ltd. Domicile: Room 669-05, Building 2, No.351, Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai Legal Representative: Dongjie Yang Party B: Dongjie Yang ID Card No.: 140106196803232537 Address: Room 302 and 303, Unit 6, Building 1, No.5 North Jia Heping Li, Chaoyang District, Beijing Weiguo Ge ID] [Letter of Consent I, Kai Wang (ID Card No.: 41050419821217106X), am the duly married spouse of Kuan Song (ID Card No.: 410503198209212012). I hereby acknowledge, understand and agree that: 1. In accordance with the Equity Pledge Agreement he signed on May 27, 2015, Kuan Song pledges to Acorn Information Technology (Shanghai) Co., Ltd. 90% of the equity interest he holds] [LOAN AGREEMENT This Agreement is entered into on May 27, 2015 in Shanghai, China between the parties below upon their full and friendly negotiation and intending to be legally bound: Party A: Acorn Information Technology (Shanghai) Co., Ltd. Legal Address: Room 669-05, No. 2 Building, No. 351 Guoshoujing Road, Zhangjiang High-tech Park, Shanghai Party B: Kuan Song ID Card No.:] [Exclusive Technical Service Agreement Agreement This Exclusive Technical Service Agreement (this “ Party A: Shanghai Acorn Network Technology Development Co., Ltd. Domicile: A-46, No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Party B: Acorn Information Technology (Shanghai) Co., Ltd. Domicile: Room 669-05, Building 2, No.351, Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai Either Party A or Party B] [OPERATION AND MANAGEMENT AGREEMENT Agreement This Operation and Management Agreement (the “ Party A: Acorn Information Technology (Shanghai) Co., Ltd. Legal Address: Room 669-05, Building 2, No.351, Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai Party B: Shanghai Acorn Network Technology Development Co., Ltd. Acorn Network Technology Legal Address: A-46, No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Party] [Equity Pledge Agreement this Agreement PRC This Equity Pledge Agreement (hereinafter referred to as “ Party A Pledgee The Acorn Information Technology (Shanghai) Co., Ltd. The legal address: Room 669-05, No. 2 Building, No. 351 Guoshoujing Road, Zhangjiang High-tech Park, Shanghai Party B Pledger The Kuan Song The number of the ID card: 410503198209212012 The domicile address: Room 2202, Floor] [Exclusive Purchase Agreement Agreement This Exclusive Purchase Agreement (this “ Party A Acorn Information Technology (Shanghai) Co., Ltd. Domicile Party B Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Pan Zong ID Card No. ID: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou Road, Hualong] [Power of Attorney This Power of Attorney is signed by the following parties in Shanghai on May 27, 2015: Principals Principal A: Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Principal B: Pan Zong ID Card No.: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou] [TERMINATION AGREEMENT Agreement This Termination Agreement (the “ Party A: Acorn Information Technology (Shanghai) Co., Ltd. Domicile: Room 669-05, Building 2, No.351, Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai Legal Representative: Dongjie Yang Party B: Dongjie Yang ID Card No.: 140106196803232537 Address: Room 302 and 303, Unit 6, Building 1, No.5 North Jia Heping Li, Chaoyang District, Beijing Weiguo Ge ID] [Letter of Consent I, Kai Wang (ID Card No.: 41050419821217106X), am the duly married spouse of Kuan Song (ID Card No.: 410503198209212012). I hereby acknowledge, understand and agree that: 1. In accordance with the Equity Pledge Agreement he signed on May 27, 2015, Kuan Song pledges to Acorn Information Technology (Shanghai) Co., Ltd. 90% of the equity interest he holds] [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 Party B: Shanghai HJX Digital Technology Co., Ltd. Domicile: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Either Party A] [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 Party B: Shanghai HJX Electronic Technology Co., Ltd. (“HJX Electronic”) Legal Address: Room 187, Area E, First Floor, Building 1, No.1288, Huateng Road, Huaxin Town, Qingpu District,] [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 Party B Pledger The Kuan Song The number of the ID card: 410503198209212012 The domicile address: Room 2202, Floor 5, Building] [Exclusive Purchase Agreement Agreement This Exclusive Purchase Agreement (this “ Party A Shanghai HJX Digital Technology Co., Ltd. Domicile Party B Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Pan Zong ID Card No. ID: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou Road, Hualong] [Power of Attorney This Power of Attorney is signed by the following parties in Shanghai on May 27, 2015: Principals Principal A: Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Principal B: Pan Zong ID Card No.: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou] [TERMINATION AGREEMENT Agreement This Termination Agreement (the “ Party A: Shanghai HJX Digital Technology Co., Ltd. Domicile: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Dongjie Yang Party B: Dongjie Yang ID Card No.: 140106196803232537 Address: Room 302 and 303, Unit 6, Building 1, No.5 North Jia Heping Li, Chaoyang District, Beijing Weiguo Ge ID] [4.35 Letter of Consent I, Kai Wang (ID Card No.: 41050419821217106X), am the duly married spouse of Kuan Song (ID Card No.: 410503198209212012). I hereby acknowledge, understand and agree that: 1. In accordance with the Equity Pledge Agreement he signed on May 27, 2015, Kuan Song pledges to Shanghai HJX Digital Technology Co., Ltd. 90% of the equity interest he] [LOAN AGREEMENT This Agreement is entered into on May 27, 2015 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 Party B: Kuan Song ID Card No.: 410503198209212012 Address:] [SETTLEMENT AGREEMENT Agreement Agreement This 1. Acorn International, Limited Acorn th 2. Acorn Composite Corporation, Inc. Roche Entity 3. “Parties Robert W. Roche (US Passport No. 486956395); collectively, the RECITALS:- (A) Associated Companies Protective Costs Various costs in the amount of US$924,756.95 (as shown in Schedule 1) were incurred by Roche Entity and/or its associated companies (as defined in the] [th THIS TRANSITIONAL SERVICES AND SEPARATION AGREEMENT ("Agreement") is made on the 27 BETWEEN: (1) (“Mr Yang ”)； Mr. Don Dongjie Yang of GuangCaiGuoJi Building 3 Room 17D，No. 18 Gongti West Road, Chaoyang District，Beijing, China, the People's Republic of China (2) .， "Company"); Acorn International, Inc (3) .， D.Y. Capita] Inc "Parties") (together the IT IS HEREBY AGREED as follows:-] [EXECUTION COPY Form of Employment Agreement This employment agreement (the "Agreement") is entered into by and between ("you" or "your") and Acorn International, Inc., an exempted company incorporated in the Cayman Islands with limited liability or one of its subsidiaries (the "Company"). This Agreement has an effective date as of (the "Effective Date"). In consideration of the mutual covenants and] [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, Robert W. Roche, 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 Robert W. Roche Chief Executive Officer] [Section 906 of the Sarbanes-Oxley Act of 2002 Geoffrey Weiji Gao Chief Financial Officer] [通商律師事務所 Commerce & Finance Law Offices 上海市南京西路1515号静安嘉里中心办公楼1座1506室電話:8621-52986877 傳真: 8621-52986878 网址 www.tongshang.com.cn May 16, 2016 Acorn International, Inc. 19/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.,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements on Form S-8 (No. 333-143267) of our report dated May 16, 2016, relating to the consolidated financial statements and financial statement schedules of Acorn International, Inc. and its subsidiaries and variable interest entities (the “Group”), appearing in this Annual Report on Form 20-F]

By info| 2016-05-17T05:22:07+00:00 May 16th, 2016|Categories: ATV, Chinese Stocks, Webplus ver|Tags: 0001365742, 20-F, 2016-05-16, 5900, ATV, RETAIL-MISCELLANEOUS RETAIL|0 Comments