[INFORMATION REQUIRED IN REGISTRATION STATEMENT CHARM COMMUNICATIONS INC. He Dang Chairman of the Board of Directors and Chief Executive Officer Dated: April 16, 2010 8-A12B 1 h04144e8va12b.htm FORM 8A]
[Silicon Motion Announces Preliminary 1Q 2010 Revenue Taipei, Taiwan, April 16, 2010 The Company expects revenue in the first quarter of 2010 to increase sequentially 15% to 16%. This is a positive increase over the guidance provided by the Company in early February 2010 that revenue would be down 5% to up 5% sequentially. The Company expects first quarter 2010] [Press Release issued by the Company on April 15, 2010. ILICON OTION ECHNOLOGY ORPORATION S]
[Silicon Motion Announces Preliminary 1Q 2010 Revenue Taipei, Taiwan, April 16, 2010 The Company expects revenue in the first quarter of 2010 to increase sequentially 15% to 16%. This is a positive increase over the guidance provided by the Company in early February 2010 that revenue would be down 5% to up 5% sequentially. The Company expects first quarter 2010] [Press Release issued by the Company on April 15, 2010. ILICON OTION ECHNOLOGY ORPORATION S]
[Xinyuan Real Estate Co., Ltd. Announces Repayment of $75 Million Floating Rate Notes and $25 million Convertible Note and Closing of new $40 million Senior Secured Notes Financing The New Note, purchased by Forum Asian Realty Income II, L.P., has a three year term, subject to earlier repayment in certain circumstances, and bears interest at the rate of 15.6% per] [XINYUAN REAL ESTATE CO., LTD. GUARANTEED SENIOR SECURED US$40,000,000 15.6% NOTE DUE APRIL 15, 2013 SECURITIES PURCHASE AGREEMENT Dated as of April 15, 2010 Table of Contents Page Article 1 AUTHORIZATION OF NOTE 1 Section 1.01. Authorization of Note. 1 Article 2 Sale and Purchase of Securities; Terms 2 Section 2.01. 2 Section 2.02. Payment of Interest; Payment at Maturity.] [NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. GUARANTEED SENIOR SECURED NOTE US$40,000,000.00 April 15, 2010 XINYUAN REAL ESTATE CO., LTD. Company Note FORUM ASIAN REALTY INCOME II, L.P.] [XINYUAN REAL ESTATE CO., LTD. ARRANT O URCHASE OMMON HARES W Number of Common Shares: Issuance Date Date of Issuance: April 15, 2010 ( Company Holder Subscription Date inter alia Securities Purchase Agreement Xinyuan Real Estate Co., Ltd., a company organized under the laws of the Cayman Islands (the 1. Mechanics of Exercise Exercise Notice Aggregate Exercise Price 1] [REGISTRATION RIGHTS AGREEMENT Agreement Company Buyer REGISTRATION RIGHTS AGREEMENT (this Securities Purchase Agreement American Depositary Shares ADSs WHEREAS, in connection with the Securities Purchase Agreement by and between the parties hereto of even date herewith (the Securities Act NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the] [COLLATERAL AGENCY AGREEMENT Agreement BNY Cayman BNY HK Forum Issuer Party Parties Collateral Agency Agreement (this RECITAL GSS Note NOW, THEREFORE, in consideration of these premises and of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound,] [DATED APRIL 15, 2010 (1) Xinyuan Real Estate, Ltd. Chargor as (2) Victory Good Development Limited South Glory International Limited and Elite Quest Holdings Limited Companies as the and (3) The Bank of New York Mellon Collateral Agent as the EQUITABLE MORTGAGE IN RESPECT OF SHARES OF VICTORY GOOD DEVELOPMENT LIMITED SOUTH GLORY INTERNATIONAL LIMITED AND ELITE] [DATED APRIL 15, 2010 (1) Xinyuan Real Estate Co., Ltd. Chargor as (2) Xinyuan Real Estate, Ltd. Company as the and (3) The Bank of New York Trust Company (Cayman) Limited Collateral Agent as the FIRST EQUITABLE MORTGAGE IN RESPECT OF SHARES OF XINYUAN REAL ESTATE, LTD. WARNING ! THE TAKING OR SENDING BY ANY PERSON OF] [Debenture Dated 15 April 2010 Xinyuan Real Estate Co., Ltd. (as Company and Chargor) and Xinyuan Real Estate, Ltd. (as Subsidiary and Chargor) and The Bank of New York Trust Company (Cayman) Limited (as Collateral Agent) WARNING Stamp Duty will be payable if this debenture is brought to or executed in the Cayman Islands, i.e. for enforcement purposes. This Debenture] [Debenture Dated 15 April 2010 Victory Good Development Limited South Glory International Limited Elite Quest Holdings Limited (as Chargors) and The Bank of New York Mellon (as Collateral Agent) This Debenture Between: (1) Victory Good Development Limited South Glory International Limited Elite Quest Holdings Limited Chargors Chargor (2) The Bank of New York Mellon Collateral Agent Whereas: (A) Issuer GSS] [PLEDGE AND SECURITY AGREEMENT dated as of April 15, 2010 by and between XINYUAN REAL ESTATE, LTD., as Pledgor and THE BANK OF NEW YORK MELLON, as Collateral Agent PLEDGE AND SECURITY AGREEMENT Agreement Pledgor , Collateral Agent This PLEDGE AND SECURITY AGREEMENT (this W I T N E S S E T H Securities Purchase Agreement Parent GSS] [Equity Pledge Agreement among Forum Asian Realty Income II, L.P. and Xinyuan Real Estate, Ltd. and Xinyuan (China) Real Estate Co., Ltd. TABLE OF CONTENTS Article Page 1. 3 2. Pledged Equity 3 3. Perfection of the Pledge 3 4. Effective Date and Pledge Term 3 5. 4] [Page Description of Transaction 1 4 5]
[] [Subsidiaries of The9 Limited Wholly-owned subsidiaries Name of Subsidiary Jurisdiction of Incorporation GameNow.net (Hong Kong) Limited Hong Kong China The9 Interactive Limited Hong Kong City Gamenet Limited Hong Kong 9Dream Limited Hong Kong City Channel Limited Hong Kong City Smart Limited Hong Kong Well City Limited Hong Kong 9City Asia Limited Hong Kong City Rise Investments Limited Hong Kong Global] [Certification by the Chief Executive Officer I, Jun Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of The9 Limited (the Company); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Financial Officer I, George Lai, certify that: 1. I have reviewed this annual report on Form 20-F of The9 Limited (the Company); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [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. Jun Zhu Chairman and Chief Executive Officer] [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. George Lai Chief Financial Officer] [[Letterhead of Maples and Calder] Our ref: ELB\604835\3811787v1 Direct +852 2971 3035 Email emily.brown@maplesandcalder.com The9 Limited 16 April 2010 Dear Sirs, The9 Limited (the Company) Yours faithfully Maples and Calder] [[Letterhead of Fangda Partners] April 16, 2010 The9 Limited Dear Sirs, Yours faithfully, Fangda Partners] [[Letterhead of Deloitte Touche Tohmatsu CPA Ltd.] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 333-127700 and No. 333-156306) of The9 Limited of our reports dated April 16, 2010, relating to (1) the consolidated financial statements of The9 Limited (which report expresses an unqualified opinion] [[Letterhead of PricewaterhouseCoopers Zhong Tian CPAs Limited Company] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (No. 333-127700 and No. 333-156306) of The9 Limited of our report dated July 15, 2009, except for the effects of the change in presentation of noncontrolling interest to which the] [[Letterhead of PricewaterhouseCoopers Zhong Tian CPAs Limited Company] April 16, 2010 Commissioners: Very truly yours, Shanghai, the Peoples Republic of China Effective on September 17, 2009, we dismissed PricewaterhouseCoopers Zhong Tian CPAs Limited Company (PwC) as our principal accountant. On September 28, 2009, we appointed Deloitte Touche Tohmatsu CPA Ltd. (Deloitte) to replace PricewaterhouseCoopers Zhong Tian CPAs Limited Company as]
