[Tiger Media Reports Full Year of 2012 Results Full Year 2012 Financial Highlights Net profit was $8.7 million compared to a net loss of $13.4 million in 2011 mainly as a result of a $9.4 million net gain from the disposal of subsidiaries. Adjusted net loss (non-GAAP) was $8.4 million compared to an adjusted net loss (non-GAAP) of] [IGER EDIA NC T Peter W. H. Tan Chief Executive Officer 6-K 1 d525972d6k.htm FORM 6-K]
[FORM 6-K Aluminum Corporation of China Limited People's Republic of China 100082 No. 62 North Xizhimen Street X Form 20-F X Yes Aluminum Corporation of China Limited Date April 19, 2013 By About the Company Our contact information of this release is: * Business address: No. 62 North Xizhimen Street, Haidian District, Beijing, People's Republic of China, 100082 * Telephone]
[TABLE OF CONTENTS Page 1 PART I 3 Item 1 Identity of Directors, Senior Management and Advisers 3 Item 2 Offer Statistics and Expected Timetable 3 Item 3 Key Information 3 Item 4 Information on the Company 13 Item 4A Unresolved Staff Comments 21 Item 5 Operating and Financial Review and Prospects 22 Item 6 Directors, Senior Management and Employees] [WK-232639 Certificate of Incorporation on Change of Name I DO HEREBY CERTIFY that SearchMedia Holdings Limited having by Special resolution dated 14th day of December Two Thousand Twelve changed its name, is now incorporated under name of Tiger Media, Inc. Given under my hand and Seal at George Town in the Island of Grand Cayman this 14th day of December] [SEARCHMEDIA HOLDINGS LIMITED (THE COMPANY) CERTIFICATION OF THE COMPANY SECRETARY DATED 14 DECEMBER 2012 The Annual Meeting of Shareholders of the Company at its Annual General Meeting dated 14 December 2012 resolved by SPECIAL RESOLUTION to amend the Articles of Association of the Company to reduce the minimum notice for a Director meeting from seven to two days. As a] [AMENDMENT TO SEARCHMEDIA HOLDINGS LIMITED AMENDED AND RESTATED 2008 SHARE INCENTIVE PLAN On August 13, 2010, the Companys Board of Directors approved an amendment to Section 3.1(a) of the Plan. On September 13, 2011, the Companys stockholders approved the following amendment to Section 3.1(a) of the Plan. EX-4.3 4 d481899dex43.htm EX-4.3] [AMENDMENT TO SEARCHMEDIA HOLDINGS LIMITED AMENDED AND RESTATED 2008 SHARE INCENTIVE PLAN On October 18, 2012, the Companys Board of Directors approved an amendment to Section 3.1(a) of the Plan. On December 14, 2012, the Companys stockholders approved the following amendment to Section 3.1(a) of the Plan. EX-4.4 5 d481899dex44.htm EX-4.4] [STOCK PURCHASE AGREEMENT Agreement Company Purchaser Purchasers This Stock Purchase Agreement is dated as of August 17, 2012 (this Common Stock Transaction WHEREAS, the Company desires to sell to each Purchaser, and each Purchaser desires to purchase from the Company, shares of the Companys common stock, par value $0.0001 per share (the NOW, THEREFORE, in consideration of the] [STOCK PURCHASE AGREEMENT Agreement Company Purchaser Purchasers This Stock Purchase Agreement is dated as of September 19, 2012 (this Common Stock Transaction WHEREAS, the Company desires to sell to each Purchaser, and each Purchaser desires to purchase from the Company, shares of the Companys common stock, par value $0.0001 per share (the NOW, THEREFORE, in consideration of the] [DATED December 31, 2012 (1) TIGER MEDIA, INC. as Seller (2) PARTNER VENTURE HOLDINGS LIMITED as Purchaser SHARE PURCHASE AGREEMENT TABLE OF CONTENTS CLAUSE PAGE 1. INTERPRETATION 1 2. SALE AND PURCHASE 1 3. CONSIDERATION 2 4. COMPLETION 2 5. 2] [TIGER MEDIA, INC. (formerly known as SearchMedia Holdings Limited) AMENDED AND RESTATED 2008 SHARE INCENTIVE PLAN OPTION GRANT AGREEMENT Plan: Tiger Media, Inc. (fka SearchMedia Holdings Limited) Amended and Restated 2008 Share Incentive Plan Grant: Option to purchase 75,000 shares of Tiger Media, Inc. (the Company) Exercise Price: Because you are a valuable member of the Company, effective on the] [TIGER MEDIA, INC. (formerly known as SearchMedia Holdings Limited) AMENDED AND RESTATED 2008 SHARE INCENTIVE PLAN OPTION GRANT AGREEMENT Plan: Tiger Media, Inc. (fka SearchMedia Holdings Limited) Amended and Restated 2008 Share Incentive Plan Grant: Option to purchase shares of Tiger Media, Inc. (the Company) Exercise Price: Because you are a valuable member of the Company, effective on the Grant] [Name Jurisdiction Tiger Media Global Limited BVI Shanghai Tiger Shangda Management Consulting Co., Ltd. China Shanghai Tiger Yaoyang Advertising Co., Ltd. China EX-8.1 11 d481899dex81.htm EX-8.1] [CERTIFICATIONS I, Peter Tan, certify that: 1. I have reviewed this annual report on Form 20-F of Tiger Media, 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] [CERTIFICATIONS I, Steve Ye, certify that: 1. I have reviewed this annual report on Form 20-F of Tiger Media, 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] [SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Peter Tan Chief Executive Officer EX-13.1 14 d481899dex131.htm EX-13.1] [SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Steve Ye Chief Financial Officer EX-13.2 15 d481899dex132.htm EX-13.2] [INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS CONSENT We consent to the incorporation by reference in the Registration Statements of Tiger Media, Inc (formerly SearchMedia Holdings Limited) (the Company) on Form F-3 (Registration No. 333-176634) and Form S-8 (Registration No. 333-177025) of our report dated April 19, 2013 with respect to our audits of the consolidated financial statements of the Company as]
[FORM 6-K Aluminum Corporation of China Limited People's Republic of China 100082 No. 62 North Xizhimen Street X Form 20-F X Yes Aluminum Corporation of China Limited Date April 19, 2013 By About the Company Our contact information of this release is: * Business address: No. 62 North Xizhimen Street, Haidian District, Beijing, People's Republic of China, 100082 * Telephone]
[] [] [Agreement No.: 121200102034 International Electronic Headquarters of the Electronic Zone Qihu 360 Headquarters Program Purchase Agreement for Floors 1-4 of Tower A Beijing Electronic Zone Co., Ltd. Beijing Qichuang Yousheng Keji Co., Ltd. August 31, 2012 Beijing Party A: Beijing Electronic Zone Co., Ltd. Address: A 12 Jiuxianqiao Road, Chaoyang District, Beijing Zip Code: 100015 Business License No: 110000005030270 Legal] [Agreement No.: 121200102035 International Electronic Headquarters of the Electronic Zone Qihu 360 Headquarters Program Purchase Agreement for Floors 5-19 of Tower A Beijing Electronic Zone Co., Ltd. Qifei Xiangyi (Beijing) Software Co., Ltd. August 31, 2012 Beijing Party A: Beijing Electronic Zone Co., Ltd. Address: A 12 Jiuxianqiao Road, Chaoyang District, Beijing Zip Code: 100015 Business License No: 110000005030270 Legal] [Agreement No.: 121180102032 International Electronic Headquarters of the Electronic Zone Qihu 360 Headquarters Program Purchase Agreement for Ground Floor of Tower B Beijing Electronic Zone Co., Ltd. Beijing Qichuang Yousheng Keji Co., Ltd. August 31, 2012 Beijing Party A: Beijing Electronic Zone Co., Ltd. Address: A 12 Jiuxianqiao Road, Chaoyang District, Beijing Zip Code: 100015 Business License No: 110000005030270 Legal] [Agreement No.: 121190102033 International Electronic Headquarters of the Electronic Zone Qihu 360 Headquarters Program Purchase Agreement for Floors 2-17 of Tower B Beijing Electronic Zone Co., Ltd. Qizhi Software (Beijing) Co., Ltd. August 31, 2012 Beijing Party A: Beijing Electronic Zone Co., Ltd. Address: A 12 Jiuxianqiao Road, Chaoyang District, Beijing Zip Code: 100015 Business License No: 110000005030270 Legal Representative] [Supplementary Agreement to the Technology Development Agreement This agreement is made and entered into by and among: Principal: Party A Beijing Qihu Technology Company Limited (“ Grantor: Party B Qizhi Software (Beijing) Co., Ltd. (“ Execution Venue: Chaoyang District, Beijing January 1, 2011 WHEREAS, 1. Original Agreement Party A and Party B entered into Technology Development Agreement on December 1,] [Supplementary Agreement to the Technology Development Agreement This agreement is made and entered into by and among: Principal: Party A Beijing Qihu Technology Company Limited (“ Grantor: Party B Qizhi Software (Beijing) Co., Ltd. (“ Execution Venue: Chaoyang District, Beijing January 1, 2011 WHEREAS, 1. Original Agreement Party A and Party B entered into Technology Development Agreement on March 15,] [Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT this Agreement th Parties Party A: Qizhi Software (Beijing) Co., Ltd. Party B: Beijing Star World Technology Company Limited Party C: Zhenyu Xie, identity card number: Jianming Dong, identity card number: Zhengyu Chen, identity card number: 1. Party A is a wholly foreign-owned enterprise incorporated and validly existing under the laws of the] [Exclusive Technology Consulting and Service Agreement THIS EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT Party A Qizhi Software (Beijing) Co., Ltd. Registered address: East Unit, 4F, Zhaowei Building, No.14 Jiuxianqiao Road, Chaoyang District, Beijing Party B Beijing Star World Technology Company Limited Registered address: Room 201, 2/Fl, 2 Building, 17 Xijing Lu,Shijingshan District, Beijing WHEREAS: 1. Party A is a wholly] [EQUITY PLEDGE AGREEMENT Among Qizhi Software (Beijing) Co., Ltd. And Jianming Dong TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 3 ARTICLE 2 PLEDGE 4 ARTICLE 3 COMPLETION 4 4 ARTICLE 5 RIGHTS AND REMEDIES 4 ARTICLE 6 CONFIDENTIALITY 5 ARTICLE 7 EARLIER TERMINATION 5 ARTICLE 8 INDEMNITY 5 ARTICLE 9 DURATION 5 ARTICLE 10 LIABILITIES FOR BREACH OF CONTRACT 6 ARTICLE] [EQUITY PLEDGE AGREEMENT Among Qizhi Software (Beijing) Co., Ltd. And Zhengyu Chen TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 3 ARTICLE 2 PLEDGE 3 ARTICLE 3 COMPLETION 4 4 ARTICLE 5 RIGHTS AND REMEDIES 4 ARTICLE 6 CONFIDENTIALITY 5 ARTICLE 7 EARLIER TERMINATION 5 ARTICLE 8 INDEMNITY 5 ARTICLE 9 DURATION 5 ARTICLE 10 LIABILITIES FOR BREACH OF CONTRACT 6 ARTICLE] [EQUITY PLEDGE AGREEMENT Among Qizhi Software (Beijing) Co., Ltd. And Zhenyu Xie TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 3 ARTICLE 2 PLEDGE 4 ARTICLE 3 COMPLETION 4 4 ARTICLE 5 RIGHTS AND REMEDIES 4 ARTICLE 6 CONFIDENTIALITY 5 ARTICLE 7 EARLIER TERMINATION 5 ARTICLE 8 INDEMNITY 5 ARTICLE 9 DURATION 5 ARTICLE 10 LIABILITIES FOR BREACH OF CONTRACT 6 ARTICLE] [EQUITY DISPOSITION AGREEMENT THIS EQUITY DISPOSITION AGREEMENT Agreement th Parties Party A: Qizhi Software (Beijing) Co., Ltd. Party B: Zhenyu Xie Jianming Dong Zhenyu Chen Party C: Beijing Star World Technology Co., Ltd. WHEREAS 1. Party A is a wholly foreign owned enterprise duly established and validly existing within the territory of People’s Republic of China; 2. Party C is] [Loan Agreement Among Qizhi Software (Beijing) Co., Ltd. And Jianming Dong Loan Agreement This Agreement is signed on April 26, 2012. Parties to this Agreement: (1) Lender: Qizhi Software (Beijing) Co., Ltd. Qizhi Software Registered Address: East Suite, 4/F, C&W Plaza, No.14 Jiu Xian Qiao Road, Chaoyang District, Legal Representative: Hongyi Zhou Tel: 010-58781299 (2) Borrower: Jianming Dong (identification card] [Loan Agreement Among Qizhi Software (Beijing) Co., Ltd. And Zhengyu Chen Loan Agreement This Agreement is signed on April 26, 2012. Parties to this Agreement: (1) Lender: Qizhi Software (Beijing) Co., Ltd. Qizhi Software Registered Address: East Suite, 4/F, C&W Plaza, No.14 Jiu Xian Qiao Road, Chaoyang District, Legal Representative: Hongyi Zhou Tel: 010-58781299 (2) Borrower: Zhengyu Chen (identification card] [Loan Agreement Among Qizhi Software (Beijing) Co., Ltd. And Zhenyu Xie Loan Agreement This Agreement is signed on April 26, 2012. Parties to this Agreement: (1) Lender: Qizhi Software (Beijing) Co., Ltd. Qizhi Software Registered Address: East Suite, 4/F, C&W Plaza, No.14 Jiu Xian Qiao Road, Chaoyang District, Legal Representative: Hongyi Zhou Tel: 010-58781299 (2) Borrower: Zhenyu Xie (identification card] [Power of Attorney Beijing Star World Qizhi Software I, Jiangming Dong, the shareholder of Beijing Star World Technology Company Limited (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 35% equity interest in Beijing Star World in accordance with laws and the Articles of Association of Beijing] [Power of Attorney Beijing Star World Qizhi Software I, Zhengyu Chen, the shareholder of Beijing Star World Technology Company Limited (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 30% equity interest in Beijing Star World in accordance with laws and the Articles of Association of Beijing] [Power of Attorney Beijing Star World Qizhi Software I, Zhenyu Xie, the shareholder of Beijing Star World Technology Company Limited (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 35% equity interest in Beijing Star World in accordance with laws and the Articles of Association of Beijing] [Spousal Consent Letter I, Chunxia He (ID No: ), as the legal spouse of Jianming Dong (ID No: ), hereby unconditionally agree that the equity interests of Beijing Qihu Technology Company Limited, owned by and registered under name of my spouse, is disposed in accordance with the arrangements under Loan Agreement, Equity, Equity Disposition Agreement and Equity Pledge Agreement dated] [Spousal Consent Letter I, Xun Guo (ID No: ), as the legal spouse of Xiaohong Shi (ID No: ), hereby unconditionally agree that the equity interests of Beijing Qihu Technology Company Limited, owned by and registered under name of my spouse, is disposed in accordance with the arrangements under Loan Agreement, Equity, Equity Disposition Agreement and Equity Pledge Agreement dated] [Spousal Consent Letter I, Jianxin Gao He (ID No: ), as the legal spouse of Xiangdong Qi (ID No: ), hereby unconditionally agree that the equity interests of Beijing Qihu Technology Company Limited, owned by and registered under name of my spouse, is disposed in accordance with the arrangements under Loan Agreement, Equity, Equity Disposition Agreement and Equity Pledge Agreement] [Spousal Consent Letter I, Chunxia He (ID No: ), as the legal spouse of Jianming Dong (ID No: ), hereby unconditionally agree that the equity interests of Beijing Star World Technology Company Limited, owned by and registered under name of my spouse, is disposed in accordance with the arrangements under Loan Agreement, Equity, Equity Disposition Agreement and Equity Pledge Agreement] [Spousal Consent Letter I, Lie Deng He (ID No: ), as the legal spouse of Zhengyu Chen (ID No: ), hereby unconditionally agree that the equity interests of Beijing Star World Technology Company Limited , owned by and registered under name of my spouse, is disposed in accordance with the arrangements under Loan Agreement, Equity, Equity Disposition Agreement and Equity] [Spousal Consent Letter I, Chunchao Zheng (ID No: ), as the legal spouse of Zhenyu Xie (ID No: ), hereby unconditionally agree that the equity interests of Beijing Star World Technology Company Limited , owned by and registered under name of my spouse, is disposed in accordance with the arrangements under Loan Agreement, Equity, Equity Disposition Agreement and Equity Pledge] [As of December 31, 2012 Wholly-Owned Subsidiaries 1. Qizhi Software (Beijing) Co., Ltd., a PRC company 2. Tianjin Qisi Technology Co., Ltd., a PRC company 3. Qifei Xiangyi (Beijing) Software Co., Ltd., a PRC company 4. Beijing Qichuang Yousheng Keji Co., Ltd., a PRC company 5. Qiji International Development Limited, a HK company 6. Qifei International Development Co. Limited, a] [CERTIFICATIONS I, Hongyi Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of Qihoo 360 Technology Co. Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under] [CERTIFICATIONS I, Alex Zuoli Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Qihoo 360 Technology Co. Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [CERTIFICATIONS I, Jue Yao, certify that: 1. I have reviewed this annual report on Form 20-F of Qihoo 360 Technology Co. Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under] [CERTIFICATIONS (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [CERTIFICATIONS (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [CERTIFICATIONS (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. 333-174444 on Form S-8, of our reports dated April 19, 2013, relating to the consolidated financial statements and financial statement schedule of Qihoo 360 Technology Co. Ltd., and its subsidiaries, variable interest entities and variable interest entities’ subsidiaries (collectively, the “Group”)]
[FORM 6-K Aluminum Corporation of China Limited People's Republic of China 100082 No. 62 North Xizhimen Street X Form 20-F X Yes Aluminum Corporation of China Limited Date April 19, 2013 By About the Company Our contact information of this release is: * Business address: No. 62 North Xizhimen Street, Haidian District, Beijing, People's Republic of China, 100082 * Telephone]
[] [] [Agreement No.: 121200102034 International Electronic Headquarters of the Electronic Zone Qihu 360 Headquarters Program Purchase Agreement for Floors 1-4 of Tower A Beijing Electronic Zone Co., Ltd. Beijing Qichuang Yousheng Keji Co., Ltd. August 31, 2012 Beijing Party A: Beijing Electronic Zone Co., Ltd. Address: A 12 Jiuxianqiao Road, Chaoyang District, Beijing Zip Code: 100015 Business License No: 110000005030270 Legal] [Agreement No.: 121200102035 International Electronic Headquarters of the Electronic Zone Qihu 360 Headquarters Program Purchase Agreement for Floors 5-19 of Tower A Beijing Electronic Zone Co., Ltd. Qifei Xiangyi (Beijing) Software Co., Ltd. August 31, 2012 Beijing Party A: Beijing Electronic Zone Co., Ltd. Address: A 12 Jiuxianqiao Road, Chaoyang District, Beijing Zip Code: 100015 Business License No: 110000005030270 Legal] [Agreement No.: 121180102032 International Electronic Headquarters of the Electronic Zone Qihu 360 Headquarters Program Purchase Agreement for Ground Floor of Tower B Beijing Electronic Zone Co., Ltd. Beijing Qichuang Yousheng Keji Co., Ltd. August 31, 2012 Beijing Party A: Beijing Electronic Zone Co., Ltd. Address: A 12 Jiuxianqiao Road, Chaoyang District, Beijing Zip Code: 100015 Business License No: 110000005030270 Legal] [Agreement No.: 121190102033 International Electronic Headquarters of the Electronic Zone Qihu 360 Headquarters Program Purchase Agreement for Floors 2-17 of Tower B Beijing Electronic Zone Co., Ltd. Qizhi Software (Beijing) Co., Ltd. August 31, 2012 Beijing Party A: Beijing Electronic Zone Co., Ltd. Address: A 12 Jiuxianqiao Road, Chaoyang District, Beijing Zip Code: 100015 Business License No: 110000005030270 Legal Representative] [Supplementary Agreement to the Technology Development Agreement This agreement is made and entered into by and among: Principal: Party A Beijing Qihu Technology Company Limited (“ Grantor: Party B Qizhi Software (Beijing) Co., Ltd. (“ Execution Venue: Chaoyang District, Beijing January 1, 2011 WHEREAS, 1. Original Agreement Party A and Party B entered into Technology Development Agreement on December 1,] [Supplementary Agreement to the Technology Development Agreement This agreement is made and entered into by and among: Principal: Party A Beijing Qihu Technology Company Limited (“ Grantor: Party B Qizhi Software (Beijing) Co., Ltd. (“ Execution Venue: Chaoyang District, Beijing January 1, 2011 WHEREAS, 1. Original Agreement Party A and Party B entered into Technology Development Agreement on March 15,] [Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT this Agreement th Parties Party A: Qizhi Software (Beijing) Co., Ltd. Party B: Beijing Star World Technology Company Limited Party C: Zhenyu Xie, identity card number: Jianming Dong, identity card number: Zhengyu Chen, identity card number: 1. Party A is a wholly foreign-owned enterprise incorporated and validly existing under the laws of the] [Exclusive Technology Consulting and Service Agreement THIS EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT Party A Qizhi Software (Beijing) Co., Ltd. Registered address: East Unit, 4F, Zhaowei Building, No.14 Jiuxianqiao Road, Chaoyang District, Beijing Party B Beijing Star World Technology Company Limited Registered address: Room 201, 2/Fl, 2 Building, 17 Xijing Lu,Shijingshan District, Beijing WHEREAS: 1. Party A is a wholly] [EQUITY PLEDGE AGREEMENT Among Qizhi Software (Beijing) Co., Ltd. And Jianming Dong TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 3 ARTICLE 2 PLEDGE 4 ARTICLE 3 COMPLETION 4 4 ARTICLE 5 RIGHTS AND REMEDIES 4 ARTICLE 6 CONFIDENTIALITY 5 ARTICLE 7 EARLIER TERMINATION 5 ARTICLE 8 INDEMNITY 5 ARTICLE 9 DURATION 5 ARTICLE 10 LIABILITIES FOR BREACH OF CONTRACT 6 ARTICLE] [EQUITY PLEDGE AGREEMENT Among Qizhi Software (Beijing) Co., Ltd. And Zhengyu Chen TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 3 ARTICLE 2 PLEDGE 3 ARTICLE 3 COMPLETION 4 4 ARTICLE 5 RIGHTS AND REMEDIES 4 ARTICLE 6 CONFIDENTIALITY 5 ARTICLE 7 EARLIER TERMINATION 5 ARTICLE 8 INDEMNITY 5 ARTICLE 9 DURATION 5 ARTICLE 10 LIABILITIES FOR BREACH OF CONTRACT 6 ARTICLE] [EQUITY PLEDGE AGREEMENT Among Qizhi Software (Beijing) Co., Ltd. And Zhenyu Xie TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 3 ARTICLE 2 PLEDGE 4 ARTICLE 3 COMPLETION 4 4 ARTICLE 5 RIGHTS AND REMEDIES 4 ARTICLE 6 CONFIDENTIALITY 5 ARTICLE 7 EARLIER TERMINATION 5 ARTICLE 8 INDEMNITY 5 ARTICLE 9 DURATION 5 ARTICLE 10 LIABILITIES FOR BREACH OF CONTRACT 6 ARTICLE] [EQUITY DISPOSITION AGREEMENT THIS EQUITY DISPOSITION AGREEMENT Agreement th Parties Party A: Qizhi Software (Beijing) Co., Ltd. Party B: Zhenyu Xie Jianming Dong Zhenyu Chen Party C: Beijing Star World Technology Co., Ltd. WHEREAS 1. Party A is a wholly foreign owned enterprise duly established and validly existing within the territory of People’s Republic of China; 2. Party C is] [Loan Agreement Among Qizhi Software (Beijing) Co., Ltd. And Jianming Dong Loan Agreement This Agreement is signed on April 26, 2012. Parties to this Agreement: (1) Lender: Qizhi Software (Beijing) Co., Ltd. Qizhi Software Registered Address: East Suite, 4/F, C&W Plaza, No.14 Jiu Xian Qiao Road, Chaoyang District, Legal Representative: Hongyi Zhou Tel: 010-58781299 (2) Borrower: Jianming Dong (identification card] [Loan Agreement Among Qizhi Software (Beijing) Co., Ltd. And Zhengyu Chen Loan Agreement This Agreement is signed on April 26, 2012. Parties to this Agreement: (1) Lender: Qizhi Software (Beijing) Co., Ltd. Qizhi Software Registered Address: East Suite, 4/F, C&W Plaza, No.14 Jiu Xian Qiao Road, Chaoyang District, Legal Representative: Hongyi Zhou Tel: 010-58781299 (2) Borrower: Zhengyu Chen (identification card] [Loan Agreement Among Qizhi Software (Beijing) Co., Ltd. And Zhenyu Xie Loan Agreement This Agreement is signed on April 26, 2012. Parties to this Agreement: (1) Lender: Qizhi Software (Beijing) Co., Ltd. Qizhi Software Registered Address: East Suite, 4/F, C&W Plaza, No.14 Jiu Xian Qiao Road, Chaoyang District, Legal Representative: Hongyi Zhou Tel: 010-58781299 (2) Borrower: Zhenyu Xie (identification card] [Power of Attorney Beijing Star World Qizhi Software I, Jiangming Dong, the shareholder of Beijing Star World Technology Company Limited (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 35% equity interest in Beijing Star World in accordance with laws and the Articles of Association of Beijing] [Power of Attorney Beijing Star World Qizhi Software I, Zhengyu Chen, the shareholder of Beijing Star World Technology Company Limited (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 30% equity interest in Beijing Star World in accordance with laws and the Articles of Association of Beijing] [Power of Attorney Beijing Star World Qizhi Software I, Zhenyu Xie, the shareholder of Beijing Star World Technology Company Limited (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 35% equity interest in Beijing Star World in accordance with laws and the Articles of Association of Beijing] [Spousal Consent Letter I, Chunxia He (ID No: ), as the legal spouse of Jianming Dong (ID No: ), hereby unconditionally agree that the equity interests of Beijing Qihu Technology Company Limited, owned by and registered under name of my spouse, is disposed in accordance with the arrangements under Loan Agreement, Equity, Equity Disposition Agreement and Equity Pledge Agreement dated] [Spousal Consent Letter I, Xun Guo (ID No: ), as the legal spouse of Xiaohong Shi (ID No: ), hereby unconditionally agree that the equity interests of Beijing Qihu Technology Company Limited, owned by and registered under name of my spouse, is disposed in accordance with the arrangements under Loan Agreement, Equity, Equity Disposition Agreement and Equity Pledge Agreement dated] [Spousal Consent Letter I, Jianxin Gao He (ID No: ), as the legal spouse of Xiangdong Qi (ID No: ), hereby unconditionally agree that the equity interests of Beijing Qihu Technology Company Limited, owned by and registered under name of my spouse, is disposed in accordance with the arrangements under Loan Agreement, Equity, Equity Disposition Agreement and Equity Pledge Agreement] [Spousal Consent Letter I, Chunxia He (ID No: ), as the legal spouse of Jianming Dong (ID No: ), hereby unconditionally agree that the equity interests of Beijing Star World Technology Company Limited, owned by and registered under name of my spouse, is disposed in accordance with the arrangements under Loan Agreement, Equity, Equity Disposition Agreement and Equity Pledge Agreement] [Spousal Consent Letter I, Lie Deng He (ID No: ), as the legal spouse of Zhengyu Chen (ID No: ), hereby unconditionally agree that the equity interests of Beijing Star World Technology Company Limited , owned by and registered under name of my spouse, is disposed in accordance with the arrangements under Loan Agreement, Equity, Equity Disposition Agreement and Equity] [Spousal Consent Letter I, Chunchao Zheng (ID No: ), as the legal spouse of Zhenyu Xie (ID No: ), hereby unconditionally agree that the equity interests of Beijing Star World Technology Company Limited , owned by and registered under name of my spouse, is disposed in accordance with the arrangements under Loan Agreement, Equity, Equity Disposition Agreement and Equity Pledge] [As of December 31, 2012 Wholly-Owned Subsidiaries 1. Qizhi Software (Beijing) Co., Ltd., a PRC company 2. Tianjin Qisi Technology Co., Ltd., a PRC company 3. Qifei Xiangyi (Beijing) Software Co., Ltd., a PRC company 4. Beijing Qichuang Yousheng Keji Co., Ltd., a PRC company 5. Qiji International Development Limited, a HK company 6. Qifei International Development Co. Limited, a] [CERTIFICATIONS I, Hongyi Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of Qihoo 360 Technology Co. Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under] [CERTIFICATIONS I, Alex Zuoli Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Qihoo 360 Technology Co. Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [CERTIFICATIONS I, Jue Yao, certify that: 1. I have reviewed this annual report on Form 20-F of Qihoo 360 Technology Co. Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under] [CERTIFICATIONS (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [CERTIFICATIONS (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [CERTIFICATIONS (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. 333-174444 on Form S-8, of our reports dated April 19, 2013, relating to the consolidated financial statements and financial statement schedule of Qihoo 360 Technology Co. Ltd., and its subsidiaries, variable interest entities and variable interest entities’ subsidiaries (collectively, the “Group”)]
[CONTINUING CONNECTED TRANSACTIONS In order to comply with the various requirements under Chapter 14A of the Listing Rules in respect of continuing connected transactions of the Company, on 19 April 2013, the Company and CSAHC or its certain subsidiaries have (1) renewed the Media Service Framework Agreement for a term of three years commencing from 1 January 2013; (2) entered] []
[INTRODUCTION 1 2 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 36 ITEM 4A UNRESOLVED STAFF COMMENTS 58 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 58 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 83 ITEM] [NQ MOBILE INC. 2011 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the NQ Mobile Inc. 2011 Share Incentive Plan (the ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where] [Amended and Restated Business Operations Agreement June 6, 2012 This Amended and Restated Business Operations Agreement (the Agreement) is made and entered into by and between the following parties (the Parties) in Beijing on Party A: NQ Mobile (Beijing) Co., Ltd. (NQ Beijing) Address: Legal Representative: Party B: Beijing NQ Technology Co.,Ltd. (Beijing Technology or the Company) Address: Legal representative:] [Amended and Restated Equity Interest Pledge Agreement This Amended and Restated Equity Interest Pledge Agreement (hereinafter referred to as the Agreement) is executed on June 6th, 2012 in Beijing by the following parties: Party A: NQ Mobile (Beijing) Co., Ltd. Address: Room 1238-1, Unit B, Bldg 1, Dongbeiwang Incubator, Beijing Zhongguancun Software Park, Haidian District, Beijing Party B: Yu Lin,] [Amended and Restated Equity Disposition Agreement This Equity Disposition Agreement (the Agreement) is executed in Beijing of China on June 6, 2012 by the following parties (the Parties): Party A: NQ Mobile (Beijing) Co., Ltd. (NQ Beijing) Address: Room 1238-1, Unit B, Bldg 1, Dongbeiwang Incubator, Beijing Zhongguancun Software Park, Haidian District, Beijing Party B: Yu Lin (ID: 352124197612060013) Address:] [Loan Agreement This Loan Agreement (this Agreement) dated May 31, 2012 is made in Beijing by and between: Party A: NQ Mobile (Beijing) Co., Ltd. Registered Address: Unit B-1328-1, Tower #1, Beijing Zhongguancun Software Park Incubator, Beijing Legal Representative: Yu Lin Party B: Yu Lin ID No.: 352124197612060013 Address:, Grade-98 Post-graduate, 10 Western Tucheng Road, Haidian District, Beijing Xu Zhou] [WIRELESS VALUE-ADDED APPLICATION SERVICES CHANNEL COOPERATION AGREEMENT (Domestic) Between Beijing NQ Technology Co., Ltd. And Tianjin Yidatong Technology Development Co., Ltd Party A: Tianjin Yidatong Technology Development Co., Ltd. Party B: Beijing NQ Technology Co., Ltd. Legal representative: XU Rong Legal representative: LIN Yu Address: Building 4, No. 4 Yard, Hepingli East Street, Dongcheng District, Beijing Address: 27/F, Tower B,] [Capital Increase and Stock Transfer Agreement of Beijing NationSky Network Technology Co., Ltd. May 2, 2012 Content Section 1. Definitions 4 1.1 Definitions 4 1.2 Construction 5 Section 2. Capital Increase 5 2.1 Subscription of Capital Increase 5 2.2 Payment of Subscription and Capital Verification 5 2.3 Usage of Increased Capital 5 2.4 Authorization of Procedurals of Capital Increase] [Shareholders Agreement of Beijing NationSky Network Technology Co., Ltd. Shareholders Agreement Content Section 1. Definitions 1 1.1 Definitions 1 1.2 Construction 3 Section 2. Basic Information of Company 3 2.1 Name and Address 3 2.2 Business Scope 4 2.3 Governance of Law 4 2.4] [NQ MOBILE INC. Restricted Common Shares Purchase Agreement GRANTOR NQ MOBILE INC. GRANTEE GATHER BENEFIT HOLDINGS LIMITED MAY 2, 2012 CONTENT 1. DEFINITIONS AND INTERPRETATIONS 1 2. PURCHASE OF RESTRICTED SHARES 2 3. VESTING OF RESTRICTED SHARES 2 4. SHARES INCENTIVE 3 5. CONDITIONS PRECEDENT TO CLOSING 4] [Stock Transfer Agreement of Beijing Feiliu Jiutian Technology Co., Ltd. Content Section.1 Definitions 5 1.1 Definitions 5 1.2 Construction 6 Section.2 Stock Transfer 6 2.1 Stock Transfer 6 2.2 Consideration 6 Section.3] [NQ MOBILE INC. Restricted Common Shares Purchase Agreement GRANTOR NQ MOBILE INC. GRANTEES: FEILIU MOBILE INC. AND LIANG ZHONG CONTENT 1. DEFINITIONS AND INTERPRETATIONS 2 2. GRANTING OF RESTRICTED SHARES 3 3. GRANTING AND VESTING SCHEDULES OF RESTRICTED SHARES 3 4. CONDITIONS PRECEDENT TO CLOSING 6 5. CLOSING] [LOCK-UP AGREEMENT Agreement RPL NQ Parties Party THIS LOCK-UP AGREEMENT (this RECITALS RPL Shares WHEREAS, as of the date of this Agreement, RPL holds 50,352,941 Class B common shares of NQ, each par value $0.0001 (the Founders Holdings WHEREAS, as of the date of this Agreement, (a) Dr. Henry Yu Lin holds 2,100,000 Class B common shares as] [List of Significant Subsidiaries Name Jurisdiction of incorporation NQ Mobile US Inc. Wholly owned subsidiary NQ Mobile International AG Switzerland Wholly owned subsidiary NQ Mobile Lux S.A. Luxembourg Subsidiary wholly owned by NQ International Ltd. FL Mobile Inc. Cayman Wholly owned subsidiary FL Mobile Hong Kong Limited HK Subsidiary wholly owned through FL Mobile Inc. NQ International Ltd. HK Wholly] [I, Henry Yu Lin, and I, Omar Khan, each certify that: 1. I have review this annual report on Form 20-F of NQ Mobile 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] [Certification by the Principal Financial Officer I, Suhai Ji, certify that: 1. I have reviewed this annual report on Form 20-F of NQ Mobile 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. Henry Yu Lin Chairman and Co-Chief Executive Officer Omar Khan Co-Chief Executive Officer EX-13.1 17 d500262dex131.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Suhai Ji Chief Financial Officer EX-13.2 18 d500262dex132.htm EX-13.2] [Our ref DLK/661944-000001/6001202v1 Direct tel +852 2971 3006 E-mail derrick.kan@maplesandcalder.com NQ Mobile Inc. No.4 Building 11 Heping Li East Street Dongcheng District Beijing 100013 Peoples Republic of China 19 April 2013 Dear Sir NQ Mobile Inc. Company Form 20-F We have acted as legal advisers as to the laws of the Cayman Islands to NQ Mobile Inc., an exempted limited] [Consent of Jingcheng Tongda & Neal April 19, 2013 NQ Mobile Inc. No. 4 Building 11 Heping Li East Street Dongcheng District Beijing 100013 Peoples Republic of China Dear Sirs: Yours faithfully, Jincheng Tongda & Neal Law Firm EX-15.2 20 d500262dex152.htm EX-15.2] [Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-178076) of NQ Mobile Inc. of our report dated April 19, 2013, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. Beijing, the Peoples Republic]
[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 . . . . . . . . . . . . . . . . . . . Country Style Cooking Restaurant Chain Co., Ltd. N/A Cayman Islands (Jurisdiction of incorporation or organization) No.] [Place of Subsidiary Incorporation 1) Country Style Cooking International Restaurant Chain Group Ltd. Hong Kong 2) Country Style Cooking (Chongqing) Investment Co., Ltd. PRC 3) Chongqing Xinghong Growing Rich Management Co., Ltd. PRC 4) Sichuan Country Style Cooking Restaurants Co., Ltd. PRC 5) Xian Country Style Cooking Restaurants Co., Ltd. PRC 6) Changsha Country Style Cooking Restaurants Co., Ltd. PRC] [I, Hong Li, certify that: 1. I have reviewed this annual report on Form 20-F of Country Style Cooking Restaurant Chain Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [Certification by the Principal Financial Officer I, Adam J. Zhao, certify that: 1. I have reviewed this annual report on Form 20-F of Country Style Cooking Restaurant Chain Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Hong Li Chief Executive Officer EX-13.1 5 a13-3218_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Adam J. Zhao Chief Financial Officer EX-13.2 6 a13-3218_1ex13d2.htm EX-13.2] [Our ref RDS/634532-000001/6033218v1 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Country Style Cooking Restaurant Chain Co., Ltd. April 19, 2013 Dear Sirs Country Style Cooking Restaurant Chain Co., Ltd. (the Company) Yours faithfully, EX-15.1 7 a13-3218_1ex15d1.htm EX-15.1] [Jingtian & Gongcheng Letterhead 34/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, China Telephone: (86-10) 5809-1000 Facsimile: (86-10) 5809-1100 Company Country Style Cooking Restaurant Chain Co., Ltd. (the No. 1-2, 5F Mingyi Floor, Junhao Building April 19, 2013 Dear Sirs, Filing of Form 20-F of the Company Re: SEC We hereby give our consent, and confirm] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shanghai China April 19, 2013 EX-15.3 9 a13-3218_1ex15d3.htm EX-15.3]
