CTRP [CTRIP COM INTERNATIONAL] 20-F: (Original Filing)

[FORM 20-F (Mark One) o or x or o For the transition period from to or o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . CTRIP.COM INTERNATIONAL, LTD. N/A Cayman Islands (Jurisdiction of incorporation or organization) 99 Fu Quan Road Shanghai] [TECHNICAL CONSULTING AND SERVICES AGREEMENT Agreement PRC This Technical Consulting and Services Agreement (this “ (1) Party A (2) Party B WHEREAS (1) (2) (3) NOW, THEREFORE 1. Exclusive Consulting and Service; Sole and Exclusive Rights and Interests 1.1 1.2 1.3 1.4 2. Calculation and Payment of the Consulting and Service Fee 2.1 Service Fees 2.2 3. Representations and 3.1] [LOAN AGREEMENT Agreement PRC This Loan Agreement (this “ (1) Party A (2) Party B Parties Party (In this Agreement, Party A and Party B are hereinafter collectively referred to as the “ WHEREAS (1) (2) Ctrip Commerce NOW, THEREFORE 1. Loan 1.1 ￥ Loan 1.2 1.3 1.4 2. Use of Loan 2.1 Party A’s Designated Person 2.2 3. Term] [EXCLUSIVE CALL OPTION AGREEMENT Agreement PRC This Exclusive Call Option Agreement (this “ (1) Party A (2) Party B (3) Party C: Parties Party (In this Agreement, Party A, Party B and Party C are hereinafter collectively referred to as the “ WHEREAS (1) (2) (3) Loan Agreement (4) NOW, THEREFORE 1. Exclusive Call Option 1.1 Grant of Right Party] [EQUITY PLEDGE AGREEMENT Agreement PRC This Equity Pledge Agreement (this “ (1) Pledgee (2) Pledgor Parties Party (In this Agreement, Pledgee and Pledgor are hereinafter collectively referred to as the “ WHEREAS (1) Ctrip Commerce (2) (3) (4) Services Agreement (5) Loan Agreement (6) Exclusive Call Option Agreement Principal Agreements (7) NOW, THEREFORE 1. Pledge 1.1 1.2 1.3 Pledged Equity] [POWER OF ATTORNEY PRC Authorizer POA I, __________, citizen of the People’s Republic of China (the “ WHEREAS: (1) Company (2) WFOE (3) Attorney-in-Fact Shareholder Rights In consideration of the above, the Authorizer hereby irrevocably nominates, appoints and constitutes the WFOE or its designated person as its attorney—in-fact (“ (a) (b) (c) (d) (e) 1 (f) (g) (h) (i) The] [Execution CTRIP.COM INTERNATIONAL, LTD. 1.00% Convertible Senior Notes due 2020 1.99% Convertible Senior Notes due 2025 Purchase Agreement June 18, 2015 J.P. Morgan Securities LLC c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Company Initial Purchasers 2020 Underwritten Securities 2020 Option Securities 2020 Securities Representative 2025 Underwritten Securities 2025 Option Securities 2025] [EXECUTION VERSION CTRIP.COM INTERNATIONAL, LTD. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of June 24, 2015 1.00% Convertible Senior Notes due 2020 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 10 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amount 11] [EXECUTION VERSION CTRIP.COM INTERNATIONAL, LTD. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of June 24, 2015 1.99% Convertible Senior Notes due 2025 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 10] [EXECUTION VERSION CONVERTIBLE NOTE PURCHASE AGREEMENT by and among CTRIP.COM INTERNATIONAL, LTD., GAOLING FUND, L.P. and YHG INVESTMENT, L.P. Dated as of December 9, 2015 Table of Contents ARTICLE I Definitions and Interpretation 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules of Construction 5 ARTICLE II PURCHASE AND SALE OF THE NOTE 6] [EXECUTION COPY Framework Agreement for Treatment of Qunar Employee Shares and Equity Awards Qunar Ctrip In order to continue to incentivize employees of Qunar Cayman Islands Limited (“ 1. ADSs 2007 Plan 2015 Plan Covered Equities Share Exchange Conversion Ratio Executive Executive Awards Treatment Agreement The grant amounts, vesting schedules, and applicable conditions for the grantees shall be agreed in] [Restated Exclusive Technical Consulting and Services Agreement between Beijing Qu Na Information Technology Co., Ltd. and Beijing Qunar Software Technology Co., Ltd. 2016 TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 4 2. INTELLECTUAL PROPERTY RIGHTS 4] [Loan Agreement among Beijing Qunar Software Technology Co., Ltd. CAO Hui And WANG Hui 2016 TABLE OF CONTENTS Pages Articles 1. DEFINITIONS AND INTERPRETATIONS 3 2. LOANS 4] [Equity Option Agreement Among Qunar Cayman Islands Limited Beijing Qunar Software Technology Co., Ltd. CAO Hui WANG Hui And Beijing Qu Na Information Technology Co., Ltd. 2016 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2 PURCHASE AND SALE OF EQUITY INTEREST 5 3 UNDERTAKINGS 7 4 UNDERTAKINGS, 10 5 11 6.] [EQUITY INTEREST PLEDGE AGREEMENT among Beijing Qunar Software Technology Co., Ltd. and WANG Hui and CAO Hui March 2016 Agreement PRC This Equity Interest Pledge Agreement (this “ Pledgee: Beijing Qunar Software Technology Co., Ltd. Registered Address: Room 1701-1707, 1710-1720, 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing, China. Legal Representative: Wei Fang Pledgors: Wang] [Dated: March 23 POWER OF ATTORNEY I, Authorizee POA I hereby authorize and designate the Authorizee to vote on my behalf at the shareholders’ meetings of Beijing Qu Na Information Technology Co., Ltd. ( 北京趣拿信息技术有限公司 Beijing Qunar i.e., This POA Wang Hui Dated: March 23 POWER OF ATTORNEY I, Authorizee POA I hereby authorize and designate the Authorizee to vote] [Ctrip.com International, Ltd. Significant Subsidiaries* C-Travel International Limited, a Cayman Islands company Ctrip.com (Hong Kong) Limited, a Hong Kong company Ctrip Computer Technology (Shanghai) Co., Ltd., a PRC company Ctrip Travel Information Technology (Shanghai) Co., Ltd., a PRC company Ctrip Travel Network Technology (Shanghai) Co., Ltd., a PRC company Ctrip Information Technology (Nantong) Co., Ltd., a PRC company Beijing JointWisdom] [Certification by the Chief Executive Officer I, James Jianzhang Liang, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) EX-12.1 18 a16-2532_1ex12d1.htm EX-12.1] [Certification by the Chief Financial Officer I, Xiaofan Wang, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) EX-12.2 19 a16-2532_1ex12d2.htm EX-12.2] [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 20 a16-2532_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 21 a16-2532_1ex13d2.htm EX-13.2] [[Maples and Calder Letterhead] Our ref RDS/302248-000002/9496371v1 Direct tel +852.2971.3046 Email richardspooner@maplesandcalder.com Ctrip.com International, Ltd. 99 Fu Quan Road Shanghai 200335 People’s Republic of China April 22, 2016 Dear Sirs Ctrip.com International, Ltd. (the “Company”) Yours faithfully, Maples and Calder EX-15.1 22 a16-2532_1ex15d1.htm EX-15.1] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837, 65693839 E-mail Add: beijing@tongshang.com Website: www.tongshang.com.cn April 22, 2016 Ctrip.com International, Ltd. 99 Fu Quan Road Shanghai 200335 People’s Republic of China Dear Sirs, Yours faithfully, Commerce & Finance Law Offices EX-15.2 23 a16-2532_1ex15d2.htm EX-15.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-116567, No. 333-136264, and No. 333-146761) and in the Registration Statement on Form F-3 (No. 333-208399) of Ctrip.com International, Ltd. of our report dated April 22, 2016 relating to the financial statements and the effectiveness of internal]

By | 2016-04-23T03:35:17+00:00 April 22nd, 2016|Categories: Chinese Stocks, CTRP, SEC Original|Tags: , , , , , |0 Comments
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CEO [CNOOC] 20-F: (Original Filing)

[ý ¨ Yes ¨ ý Yes ý ¨ Yes ¨ ý Yes ý ¨ ¨ Large accelerated filer ¨ ý ¨ U.S. GAAP] [Subsidiaries As of December 31, 2015, we owned, directly or indirectly, the following subsidiaries. Name of entity Our interest Jurisdiction of incorporation CNOOC China Limited 100% Tianjin, PRC CNOOC International Limited 100% British Virgin Islands China Offshore Oil (Singapore) International Pte Ltd 100% Singapore CNOOC Finance (2003) Limited 100% British Virgin Islands Malacca Petroleum Limited 100% Bermuda OOGC America LLC] [CNOOC Limited (incorporated under laws of Hong Kong with limited liability) 26 August 2015 I. INTRODUCTION Each of the directors and Senior Officers has the responsibility to obey the law and act honestly and ethically. To that end, this Code of Ethics is a guide intended to assist each of the directors and Senior Officers to decide to perform proper] [CERTIFICATIONS I, Fanrong Li, certify that: 1. I have reviewed this annual report on Form 20-F of CNOOC 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,] [CERTIFICATIONS I, Hua Zhong, certify that: 1. I have reviewed this annual report on Form 20-F of CNOOC 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,] [CERTIFICATIONS Fanrong Li, the Chief Executive Officer and Hua Zhong, the Chief Financial Officer of CNOOC Limited, each certifies that, to the best of his knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition] [CNOOC LIMITED Estimated Future Reserves and Income Attributable to Certain Leasehold Interests and Derived Through Certain Production Sharing Contracts SEC Parameters As of December 31, 2015 \s\ Eric T. Nelson Eric T. Nelson, P.E. TBPE License No. 102286 Managing Senior Vice President [SEAL] RYDER SCOTT COMPANY, L.P. TBPE Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPE REGISTERED ENGINEERING] [Independent Letter The Missan Oil Fields In Eastern Iraq Prepared for CNOOC Limited st As at 31 March, 2016 This summary letter is based on Gaffney, Cline & Associates’ official report and has been provided at the request of CNOOC Limited. www.gaffney-cline.com Gaffney, Cline & Associates (Consultants) Pte. Ltd. 80 Anson Road #31-01C Fuji Xerox Towers Singapore 079907 Telephone: +65] [411 N. Sam Houston Parkway E., Suite 400, Houston, Texas 77060-3545 USA T F W January 31, 2016 CNOOC Limited No. 25, Chaoyangmenbei Dajie Dongcheng District Beijing 100010, P.R. China Gentlemen: CNOOC Limited holds 50% interest in Bridas Corporation and Bridas Corporation holds 40% interests in PAE. Therefore CNOOC Limited, through Bridas Corporation, owns 20% of participating interests in PAE.] [TBPE REGISTERED ENGINEERING FIRM F-1580 FAX (713) 651-0849 1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191 January 26, 2016 CNOOC Limited c/o Nexen Energy ULC 801-7th Avenue S.W. Calgary, Alberta T2P 3P7 Canada Gentlemen: The properties reviewed by Ryder Scott account for all of OOGC’s total net proved reserves as of December 31, 2015. CNOOC has represented that] [January 20, 2016 CNOOC Limited c/o Nexen Energy ULC th 801 – 7 Calgary, Alberta T2P 3P7 Re: Gentlemen: Reserves included herein are expressed as reserves as represented by CNOOC. Gross reserves are defined as the total estimated petroleum to be produced from these properties after December 31, 2015. Working interest reserves are defined as that portion of the gross] [DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 January 19, 2016 CNOOC Limited c/o Nexen Energy ULC 801-7th Avenue S.W. Calgary, AB, T2P 3P7 Canada Ladies and Gentlemen: Estimates of reserves included herein are expressed as reserves as represented by CNOOC. Gross reserves are defined as the total estimated petroleum to be produced from these] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Post-Effective Amendment No.2 to the Registration Statement on Form F-3 (File No. 333-188261) of our reports dated March 24, 2016, relating to the consolidated financial statements of CNOOC Limited and its subsidiaries (the "Group"), and the effectiveness of the Group's internal control over financial] [TBPE REGISTERED ENGINEERING FIRM F-1580 FAX (713) 651-0849 1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191 Consent of Independent Consultant RYDER SCOTT COMPANY, L.P. TBPE Firm Registration No. F-1580 Houston, Texas April 13, 2016 SUITE 600, 1015 4TH STREET, S.W. CALGARY, ALBERTA T2R 1J4 TEL (403) 262-2799 FAX (403) 262-2790 621 17TH STREET, SUITE 1550 DENVER, COLORADO 80293-1501] [Gaffney, Cline & Associates (Consultants) Pte. Ltd. 80 Anson Road #31-01C Fuji Xerox Towers Singapore 079907 Telephone: +65 6225 6951 www.gaffney-cline.com 13th April, 2016 CNOOC Limited No. 25, Chaoyangmenbei Daijie Dongcheng District Beijing 100010, P.R. China Dear Sir Consent of Gaffney, Cline & Associates st “Executive Report for Reserves Estimation of the Missan Oil Fields in Eastern Iraq as at] [411 North Sam Houston Parkway East, Suite 400, Houston, Texas 77060, USA T+1 281 448-6188 F +1 281 448-6189 W www.rpsgroup.com Consent of RPS RPS Houston, Texas April 13, 2016 UK I Ireland I Netherlands I Norway I USA I Canada I Brazil I Russia I UAE I Singapore I Malaysia I Australia RPS Group Plc Registered in England No.] [Consent of Independent Consultant McDANIEL & ASSOCIATES CONSULTANTS LTD. McDaniel & Associates Consultants Ltd. 2200, Bow Valley Square 3, 255 - 5 Avenue S.W. Calgary, Alberta, T2P 3G6 Canada March 31, 2016 2200, Bow Valley Square 3, 255 - 5 Avenue SW, Calgary AB T2P 3G6 Tel: (403) 262-5506 Fax: (403) 233-2744 www.mcdan.com] [DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 Consent of DeGolyer and MacNaughton DeGOLYER and MacNAUGHTON Texas Registered Engineering Firm F-716 Dallas, Texas March 31, 2016]

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CEO [CNOOC] 20-F: ý ¨ Yes ¨ ý Yes ý ¨

[ý ¨ Yes ¨ ý Yes ý ¨ Yes ¨ ý Yes ý ¨ ¨ Large accelerated filer ¨ ý ¨ U.S. GAAP] [Subsidiaries As of December 31, 2015, we owned, directly or indirectly, the following subsidiaries. Name of entity Our interest Jurisdiction of incorporation CNOOC China Limited 100% Tianjin, PRC CNOOC International Limited 100% British Virgin Islands China Offshore Oil (Singapore) International Pte Ltd 100% Singapore CNOOC Finance (2003) Limited 100% British Virgin Islands Malacca Petroleum Limited 100% Bermuda OOGC America LLC] [CNOOC Limited (incorporated under laws of Hong Kong with limited liability) 26 August 2015 I. INTRODUCTION Each of the directors and Senior Officers has the responsibility to obey the law and act honestly and ethically. To that end, this Code of Ethics is a guide intended to assist each of the directors and Senior Officers to decide to perform proper] [CERTIFICATIONS I, Fanrong Li, certify that: 1. I have reviewed this annual report on Form 20-F of CNOOC 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,] [CERTIFICATIONS I, Hua Zhong, certify that: 1. I have reviewed this annual report on Form 20-F of CNOOC 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,] [CERTIFICATIONS Fanrong Li, the Chief Executive Officer and Hua Zhong, the Chief Financial Officer of CNOOC Limited, each certifies that, to the best of his knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition] [CNOOC LIMITED Estimated Future Reserves and Income Attributable to Certain Leasehold Interests and Derived Through Certain Production Sharing Contracts SEC Parameters As of December 31, 2015 \s\ Eric T. Nelson Eric T. Nelson, P.E. TBPE License No. 102286 Managing Senior Vice President [SEAL] RYDER SCOTT COMPANY, L.P. TBPE Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPE REGISTERED ENGINEERING] [Independent Letter The Missan Oil Fields In Eastern Iraq Prepared for CNOOC Limited st As at 31 March, 2016 This summary letter is based on Gaffney, Cline & Associates’ official report and has been provided at the request of CNOOC Limited. www.gaffney-cline.com Gaffney, Cline & Associates (Consultants) Pte. Ltd. 80 Anson Road #31-01C Fuji Xerox Towers Singapore 079907 Telephone: +65] [411 N. Sam Houston Parkway E., Suite 400, Houston, Texas 77060-3545 USA T F W January 31, 2016 CNOOC Limited No. 25, Chaoyangmenbei Dajie Dongcheng District Beijing 100010, P.R. China Gentlemen: CNOOC Limited holds 50% interest in Bridas Corporation and Bridas Corporation holds 40% interests in PAE. Therefore CNOOC Limited, through Bridas Corporation, owns 20% of participating interests in PAE.] [TBPE REGISTERED ENGINEERING FIRM F-1580 FAX (713) 651-0849 1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191 January 26, 2016 CNOOC Limited c/o Nexen Energy ULC 801-7th Avenue S.W. Calgary, Alberta T2P 3P7 Canada Gentlemen: The properties reviewed by Ryder Scott account for all of OOGC’s total net proved reserves as of December 31, 2015. CNOOC has represented that] [January 20, 2016 CNOOC Limited c/o Nexen Energy ULC th 801 – 7 Calgary, Alberta T2P 3P7 Re: Gentlemen: Reserves included herein are expressed as reserves as represented by CNOOC. Gross reserves are defined as the total estimated petroleum to be produced from these properties after December 31, 2015. Working interest reserves are defined as that portion of the gross] [DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 January 19, 2016 CNOOC Limited c/o Nexen Energy ULC 801-7th Avenue S.W. Calgary, AB, T2P 3P7 Canada Ladies and Gentlemen: Estimates of reserves included herein are expressed as reserves as represented by CNOOC. Gross reserves are defined as the total estimated petroleum to be produced from these] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Post-Effective Amendment No.2 to the Registration Statement on Form F-3 (File No. 333-188261) of our reports dated March 24, 2016, relating to the consolidated financial statements of CNOOC Limited and its subsidiaries (the "Group"), and the effectiveness of the Group's internal control over financial] [TBPE REGISTERED ENGINEERING FIRM F-1580 FAX (713) 651-0849 1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191 Consent of Independent Consultant RYDER SCOTT COMPANY, L.P. TBPE Firm Registration No. F-1580 Houston, Texas April 13, 2016 SUITE 600, 1015 4TH STREET, S.W. CALGARY, ALBERTA T2R 1J4 TEL (403) 262-2799 FAX (403) 262-2790 621 17TH STREET, SUITE 1550 DENVER, COLORADO 80293-1501] [Gaffney, Cline & Associates (Consultants) Pte. Ltd. 80 Anson Road #31-01C Fuji Xerox Towers Singapore 079907 Telephone: +65 6225 6951 www.gaffney-cline.com 13th April, 2016 CNOOC Limited No. 25, Chaoyangmenbei Daijie Dongcheng District Beijing 100010, P.R. China Dear Sir Consent of Gaffney, Cline & Associates st “Executive Report for Reserves Estimation of the Missan Oil Fields in Eastern Iraq as at] [411 North Sam Houston Parkway East, Suite 400, Houston, Texas 77060, USA T+1 281 448-6188 F +1 281 448-6189 W www.rpsgroup.com Consent of RPS RPS Houston, Texas April 13, 2016 UK I Ireland I Netherlands I Norway I USA I Canada I Brazil I Russia I UAE I Singapore I Malaysia I Australia RPS Group Plc Registered in England No.] [Consent of Independent Consultant McDANIEL & ASSOCIATES CONSULTANTS LTD. McDaniel & Associates Consultants Ltd. 2200, Bow Valley Square 3, 255 - 5 Avenue S.W. Calgary, Alberta, T2P 3G6 Canada March 31, 2016 2200, Bow Valley Square 3, 255 - 5 Avenue SW, Calgary AB T2P 3G6 Tel: (403) 262-5506 Fax: (403) 233-2744 www.mcdan.com] [DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 Consent of DeGolyer and MacNaughton DeGOLYER and MacNAUGHTON Texas Registered Engineering Firm F-716 Dallas, Texas March 31, 2016]

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

[Yung Shun Loy Jacky Telephone: +852 2121 3220 Facsimile: +852 2121 3232 th 75 99 Queen’s Road Central Hong Kong (Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact person) Title of Each Class Name of Each Exchange On Which Registered Ordinary shares * None (Title of class) None (Title of Class) Indicate the number of outstanding shares] [ARTICLES OF ASSOCIATION OF CHINA UNICOM (HONG KONG) LIMITED Incorporated in Hong Kong on the 8th day of February, 2000 (As adopted by Special Resolution passed on 8 May 2015) (COPY) COMPANIES ORDINANCE (CHAPTER 32) CERTIFICATE OF CHANGE OF NAME I hereby certify that CHINA UNICOM LIMITED having by special resolution changed its name, is now incorporated under the Companies] [Agreement on Purchase of Stock Tower-related Assets by Issuance of Shares and Payment of Cash Entered into by and between China Mobile Communications Corporation and Its 31 Subsidiaries China United Network Communications Corporation Limited and 1 of Its Subsidiaries China Telecom Corporation Limited China Reform Holdings Corporation Limited China Tower Corporation Limited October 2015 1 Contents 1. Target Assets 4] [Contract No.: CTC-ZBZB-2016-000011 Shares Subscription Agreement (This Agreement is signed by the following parties on January 29, 2016 in Beijing) Issuer: China Tower Corporation Limited (“China Tower”) Subscriber: China United Network Communications Corporation Limited In view of that the issuer and the subscriber have signed the Agreement on Purchase of Stock Tower-related Assets by Issue of Shares and Payment of] [Capital Contribution Agreement between China United Network Communications Group Co., Ltd. and China United Network Communications Limited Concerning the Establishment of China Unicom Finance Limited 1. China Unicom Finance Limited, with a registered capital of RMB 3 billion yuan, is established with Unicom Group contributing a monetary capital contribution of RMB 270 million yuan, accounting for 9% of its registered] [Amendment Agreement of the 2014-2016 Comprehensive Service Agreement between China United Network Communications Group Co., Ltd and China United Network Communications Corporation Limited Party A: China United Network Communications Group Co., Ltd. Party B: China United Network Communications Corporation Limited Whereas, Party A and Party B entered into the 2014-2016 Comprehensive Service Agreement between China United Network Communications Group Co.,] [List of Significant Subsidiaries Name of Subsidiary Place of Incorporation Ownership Interest China United Network Communications Corporation Limited China 100 % Unicom Vsens Telecommunications Company Limited China 100 % Unicom New Horizon Telecommunications Corporation Limited China 100 % China Unicom (Hong Kong) Operations Limited Hong Kong 100 % China Unicom (Americas) Operations Limited 100 % China Unicom (Singapore) Operations Pte.] [Certification I, Wang Xiaochu, certify that: 1. I have reviewed this annual report on Form 20-F of China Unicom (Hong Kong) Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [Certification I, Li Fushen, certify that: 1. I have reviewed this annual report on Form 20-F of China Unicom (Hong Kong) Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [Certification Dated: April 21, 2016 Wang Xiaochu Chief Executive Officer EX-13.1 10 d142165dex131.htm EX-13.1] [Certification Dated: April 21, 2016 Li Fushen Chief Financial Officer EX-13.2 11 d142165dex132.htm EX-13.2]

By | 2016-04-22T03:18:22+00:00 April 21st, 2016|Categories: Chinese Stocks, CHU, SEC Original|Tags: , , , , , |0 Comments
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CHU [CHINA UNICOM (HONG KONG)] 20-F: Yung Shun Loy Jacky Telephone: +852 2121 3220

[Yung Shun Loy Jacky Telephone: +852 2121 3220 Facsimile: +852 2121 3232 th 75 99 Queen’s Road Central Hong Kong (Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact person) Title of Each Class Name of Each Exchange On Which Registered Ordinary shares * None (Title of class) None (Title of Class) Indicate the number of outstanding shares] [ARTICLES OF ASSOCIATION OF CHINA UNICOM (HONG KONG) LIMITED Incorporated in Hong Kong on the 8th day of February, 2000 (As adopted by Special Resolution passed on 8 May 2015) (COPY) COMPANIES ORDINANCE (CHAPTER 32) CERTIFICATE OF CHANGE OF NAME I hereby certify that CHINA UNICOM LIMITED having by special resolution changed its name, is now incorporated under the Companies] [Agreement on Purchase of Stock Tower-related Assets by Issuance of Shares and Payment of Cash Entered into by and between China Mobile Communications Corporation and Its 31 Subsidiaries China United Network Communications Corporation Limited and 1 of Its Subsidiaries China Telecom Corporation Limited China Reform Holdings Corporation Limited China Tower Corporation Limited October 2015 1 Contents 1. Target Assets 4] [Contract No.: CTC-ZBZB-2016-000011 Shares Subscription Agreement (This Agreement is signed by the following parties on January 29, 2016 in Beijing) Issuer: China Tower Corporation Limited (“China Tower”) Subscriber: China United Network Communications Corporation Limited In view of that the issuer and the subscriber have signed the Agreement on Purchase of Stock Tower-related Assets by Issue of Shares and Payment of] [Capital Contribution Agreement between China United Network Communications Group Co., Ltd. and China United Network Communications Limited Concerning the Establishment of China Unicom Finance Limited 1. China Unicom Finance Limited, with a registered capital of RMB 3 billion yuan, is established with Unicom Group contributing a monetary capital contribution of RMB 270 million yuan, accounting for 9% of its registered] [Amendment Agreement of the 2014-2016 Comprehensive Service Agreement between China United Network Communications Group Co., Ltd and China United Network Communications Corporation Limited Party A: China United Network Communications Group Co., Ltd. Party B: China United Network Communications Corporation Limited Whereas, Party A and Party B entered into the 2014-2016 Comprehensive Service Agreement between China United Network Communications Group Co.,] [List of Significant Subsidiaries Name of Subsidiary Place of Incorporation Ownership Interest China United Network Communications Corporation Limited China 100 % Unicom Vsens Telecommunications Company Limited China 100 % Unicom New Horizon Telecommunications Corporation Limited China 100 % China Unicom (Hong Kong) Operations Limited Hong Kong 100 % China Unicom (Americas) Operations Limited 100 % China Unicom (Singapore) Operations Pte.] [Certification I, Wang Xiaochu, certify that: 1. I have reviewed this annual report on Form 20-F of China Unicom (Hong Kong) Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [Certification I, Li Fushen, certify that: 1. I have reviewed this annual report on Form 20-F of China Unicom (Hong Kong) Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [Certification Dated: April 21, 2016 Wang Xiaochu Chief Executive Officer EX-13.1 10 d142165dex131.htm EX-13.1] [Certification Dated: April 21, 2016 Li Fushen Chief Financial Officer EX-13.2 11 d142165dex132.htm EX-13.2]

By | 2016-04-22T03:19:12+00:00 April 21st, 2016|Categories: Chinese Stocks, CHU, Webplus ver|Tags: , , , , , |0 Comments
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CISG [CNINSURE] 20-F: (Original Filing)

[None ______________________ (Title of Class) None ______________________ (Title of Class) Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 1,155,059,526 ordinary shares, par value US$0.001 per share as of December 31, 2015 Yes ☐ No ☒ Yes ☐ No ☒] [FORM OF IT PLATFORM SERVICE AGREEMENT Party A: ) Party B: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. (hereinafter referred to as “Party B”) Contract Law of the People's Republic of China 1. Service items During the term of the system platform service, Party A shall be entitled to the following services: (1) Service for the provision of spaces:] [List of Subsidiaries and Affiliated Entities (As of March 31, 2016) Subsidiaries Percentage Attributable to Our Company Place of Incorporation 1. (1) 100% BVI 2. (2) 100% Hong Kong 3. (3) 100% BVI& Hong Kong 4. (4) 100% PRC 5. (4) 100% PRC 6. (5) 100% PRC 7. (6) 100% PRC 8. (6) 100% PRC 9. (6) 100% PRC 10.] [Certification by the Chief Executive Officer I, Chunlin Wang, certify that: 1. I have reviewed this annual report on Form 20-F of CNinsure 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] [Certification by the Chief Financial Officer I, Peng Ge, certify that: 1. I have reviewed this annual report on Form 20-F of CNinsure 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] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 21, 2016 Chunlin Wang Chief Executive Officer] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 21, 2016 Peng Ge Chief Financial Officer] [[Letterhead of Maples and Calder] Our ref SSY/628018-000001/9432213v3 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com CNinsure Inc. 27/F, No. 15 West Zhujiang Road Guangzhou, Guangdong 510623 People’s Republic of China 21 April, 2016 Dear Sirs Re: CNinsure Inc. (the “Company”) Yours faithfully Maples and Calder] [[Letterhead of Global Law Office] April 21, 2016 To: CNinsure Inc. 27/F, Pearl River Tower Dear Sirs, Yours faithfully, Global Law Office] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements No. 333-156486 and No. 333-151271 on Form S-8 of our reports dated Hong Kong April 21, 2016]

By | 2016-04-22T03:25:03+00:00 April 21st, 2016|Categories: Chinese Stocks, CISG, SEC Original|Tags: , , , , , |0 Comments
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CISG [CNINSURE] 20-F: None ______________________ (Title of Class) None ______________________ (Title

[None ______________________ (Title of Class) None ______________________ (Title of Class) Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 1,155,059,526 ordinary shares, par value US$0.001 per share as of December 31, 2015 Yes ☐ No ☒ Yes ☐ No ☒] [FORM OF IT PLATFORM SERVICE AGREEMENT Party A: ) Party B: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. (hereinafter referred to as “Party B”) Contract Law of the People's Republic of China 1. Service items During the term of the system platform service, Party A shall be entitled to the following services: (1) Service for the provision of spaces:] [List of Subsidiaries and Affiliated Entities (As of March 31, 2016) Subsidiaries Percentage Attributable to Our Company Place of Incorporation 1. (1) 100% BVI 2. (2) 100% Hong Kong 3. (3) 100% BVI& Hong Kong 4. (4) 100% PRC 5. (4) 100% PRC 6. (5) 100% PRC 7. (6) 100% PRC 8. (6) 100% PRC 9. (6) 100% PRC 10.] [Certification by the Chief Executive Officer I, Chunlin Wang, certify that: 1. I have reviewed this annual report on Form 20-F of CNinsure 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] [Certification by the Chief Financial Officer I, Peng Ge, certify that: 1. I have reviewed this annual report on Form 20-F of CNinsure 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] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 21, 2016 Chunlin Wang Chief Executive Officer] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 21, 2016 Peng Ge Chief Financial Officer] [[Letterhead of Maples and Calder] Our ref SSY/628018-000001/9432213v3 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com CNinsure Inc. 27/F, No. 15 West Zhujiang Road Guangzhou, Guangdong 510623 People’s Republic of China 21 April, 2016 Dear Sirs Re: CNinsure Inc. (the “Company”) Yours faithfully Maples and Calder] [[Letterhead of Global Law Office] April 21, 2016 To: CNinsure Inc. 27/F, Pearl River Tower Dear Sirs, Yours faithfully, Global Law Office] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements No. 333-156486 and No. 333-151271 on Form S-8 of our reports dated Hong Kong April 21, 2016]

By | 2016-04-22T03:25:51+00:00 April 21st, 2016|Categories: Chinese Stocks, CISG, Webplus ver|Tags: , , , , , |0 Comments
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OSN [Ossen Innovation] 20-F: (Original Filing)

[OSSEN INNOVATION CO., LTD. TABLE OF CONTENTS Page PART I] [List of Subsidiaries of Ossen Innovation Co. Ltd. Name Country of Incorporation Ossen Innovation Materials Group Co., Ltd. British Virgin Islands Ossen Group (Asia) Co., Ltd. British Virgin Islands Topchina Development Group Ltd. British Virgin Islands Ossen Innovation Materials Co. Ltd. People’s Republic of China Ossen (Jiujiang) New Materials Co., Ltd. People’s Republic of China] [EXCHANGE ACT RULE 13A-14(A)/15D-14(A) OF THE SARBANES-OXLEY ACT OF 2002 I, Wei Hua, certify that: 1. I have reviewed this annual report on Form 20-F of Ossen Innovation Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [EXCHANGE ACT RULE 13A-14(A)/15D-14(A) OF THE SARBANES-OXLEY ACT OF 2002 I, Feng Peng, certify that: 1. I have reviewed this annual report on Form 20-F of Ossen Innovation Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [1. 2. Wei Hua] [1. 2. Feng Peng (Principal Financial Officer)]

By | 2016-04-22T03:32:10+00:00 April 21st, 2016|Categories: Chinese Stocks, OSN, SEC Original|Tags: , , , , , |0 Comments
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XNET [Xunlei] 20-F: Title of each class Name of each exchange

[Title of each class Name of each exchange on which registered American depositary shares, each representing five common shares The NASDAQ Stock Market LLC (The NASDAQ Global Select Market) Common shares, par value US$0.00025 per share* The NASDAQ Stock Market LLC (The NASDAQ Global Select Market) * Not for trading, but only in connection with the listing on The NASDAQ] [Execution Version Beijing Nesound International Media Corp., Ltd. AND Shenzhen Xunlei Networking Technologies Co., Ltd. AND Shenzhen Xunlei Kankan Information Technologies Co., Ltd. Equity Transfer Agreement For Shenzhen Xunlei Kankan Information Technologies Co., Ltd. May of 2015 Contents Article 1 Definitions and Interpretation 2 Article 2 Equity Transfer and Consideration 6 Article 3 Payment of Price 7 Article 4 Conditions] [Execution Version Beijing Nesound International Media Corp., Ltd. AND Shenzhen Xunlei Networking Technologies Co., Ltd. Business and Assets Transfer Agreement For Shenzhen Xunlei Kankan Information Technologies Co., Ltd. May of 2015 Contents Article 1 Definitions and Interpretation 2 Article 2 Sale and Purchase 7 Article 3 Transferred Assets 8 Article 4 Transferred Employees 11 Article 5 Business Contract 12 Article] [List of Significant Subsidiaries and Variable Interest Entities Place of Incorporation Subsidiaries Giganology (Shenzhen) Co. Ltd. PRC Xunlei Network Technologies Limited British Virgin Islands Xunlei Network Technologies Limited Hong Kong Xunlei Computer (Shenzhen) Co., Ltd. PRC Variable Interest Entities Shenzhen Xunlei Networking Technologies, Co., Ltd. PRC Shenzhen Onething Technologies Co., Ltd. PRC] [I, Sean Shenglong Zou, certify that: 1. I have reviewed this annual report on Form 20-F of Xunlei 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,] [Certification by the Principal Financial Officer I, Tao Thomas Wu, certify that: 1. I have reviewed this annual report on Form 20-F of Xunlei 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] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Sean Shenglong Zou Chief Executive Officer] [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. Tao Thomas Wu Chief Financial Officer] [Our ref SSY/660874-000001/9415290v2 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com Xunlei Limited 4/F, Hans Innovation Mansion, North Ring Road No. 9018 High-Tech Park, Nanshan District Shenzhen, 518057 People’s Republic of China 21 April 2016 Dear Sirs Xunlei Limited Company SEC Form 20-F We have acted as legal advisers as to the laws of the Cayman Islands to Xunlei Limited, an] [Consent Letter To Xunlei Limited 7/F Block 11, Shenzhen Software Park Ke Ji Zhong 2nd Road, Nanshan District Shenzhen, 518057 People’s Republic of China April 21, 2016 Dear Sir/Madam: Yours faithfully,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-200633) of Xunlei Limited of our report PricewaterhouseCoopers Zhong Tian LLP Shenzhen, the People’s Republic of China April 21, 2016] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-200633) of Xunlei Limited of our report dated March 21, 2014, except for the effects of discontinued operations discussed in Note 3 to the consolidated financial statements, as to which the date is April 21, 2016, relating]

By | 2016-04-22T03:36:52+00:00 April 21st, 2016|Categories: Chinese Stocks, Webplus ver, XNET|Tags: , , , , , |0 Comments
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SNP [CHINA PETROLEUM & CHEMICAL] 20-F: (Original Filing)

[* Not for trading, but only in connection with the registration of American Depository Shares. None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. H Shares, par value RMB 1.00 per share] [AMENDMENT TO THE ARTICLES OF ASSOCIATION OF CHINA PETROLEUM & CHEMICAL CORPORATION According to the business development of China Petroleum & Chemical Corporation ( the “Company”), the board of directors of the Company announced that it resolved to revise the relevant provisions in Articles 9, 20, 23 and 129 of the Articles of Association on May 9, 2014. The proposed] [CONTINUING CONNECTED TRANSACTIONS FOURTH SUPPLEMENTAL AGREEMENT ： This Agreement is made as of August 26, 2015, in Beijing, by and between Party A: Party B: ： WHEREAS 1. Party A, the controlling shareholder of Party B, has entered into certain mutual supply agreement, land use rights leasing agreement, community services agreement, safety production insurance fund documents, property leasing agreement, intellectual] [Certification by the Chairman I, Wang Yupu, certify that: 1. I have reviewed this annual report on Form 20-F of China Petroleum & Chemical Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [Certification by the President I, Li Chunguang, certify that: 1. I have reviewed this annual report on Form 20-F of China Petroleum & Chemical Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [Certification by the Chief Financial Officer I, Wen Dongfen, certify that: 1. I have reviewed this annual report on Form 20-F of China Petroleum & Chemical Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Exchange Act; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Wang Yupu Chairman April 20, 2016 Li Chunguang President April 20, 2016 Wen Dongfen Chief Financial Officer]

By | 2016-04-21T03:37:06+00:00 April 20th, 2016|Categories: Chinese Stocks, SEC Original, SNP|Tags: , , , , , |0 Comments
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