[China Eastern Airlinesrporation Limited , 2013 September 27 Wang Jian Jointmpany Secretary (A joint stock limitedmpanyorporated in the Peoples Republic of China with limited liability) (Stockde: 00670)NNECTED TRANSACTION TRANSFER OF EXCLUSIVE RIGHTS TO USE MEDIA ANDVERTISING RESOURCES CES Media is a subsidiary of and thus ansociate of CEA, which in turn is antrolling shareholder of]
[FORM F-1 58.com Inc. Not Applicable Cayman Islands 7370 Not Applicable (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer Block E, The North American International Business Center Law Debenture Corporate Services Inc. Copies to: Z. Julie Gao, Esq. th David Roberts, Esq. Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective] [THE COMPANIES LAW SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION 58.COM INC. (Adopted by special resolution of the shareholders passed on July 23, 2011) 1. The name of the Company is 58.com Inc. 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman,] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF 58.COM INC. (Adopted by special resolution of the shareholders passed on September 26, 2013 ) 1. The name of the Company is 58.com Inc . 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket] [Incorporated in the Cayman Islands 58.com Inc. This is to certify that is / are the registered shareholders of: No. of Shares Type of Share Par Value Class A Ordinary USD 0.00001 Date of Record Certificate Number % Paid] [Dated July 6, 2011 The persons whose names and addresses are set out in Schedule 1 Part A and The corporations whose names and addresses are set out in Schedule 1 Parts B, C and D (Vendors) and 58.com Inc. (Purchaser) Share Exchange Agreement relating to China Classified Network Corporation This Share Exchange Agreement is made on the 6th day] [EXECUTION COPY AMENDED AND RESTATED SHAREHOLDERS AGREEMENT DATED : August 4, 2011 (1). 58.COM INC. (2). CHINA CLASSIFIED NETWORK CORPORATION (3). CHINA CLASSIFIED INFORMATION CORPORATION LIMITED (4). BEIJING CHENGSHI WANGLIN INFORMATION TECHNOLOGY CO., LTD. (5). BEIJING 58 INFORMATION TECHNOLOGY CO., LTD. (6). SB ASIA INVESTMENT FUND II L.P. (7). DCM V, L.P. and DCM AFFILIATES FUND V, L.P. (8). WP] [EXECUTION COPY 58.COM INC. CHINA CLASSIFIED NETWORK CORPORATION CHINA CLASSIFIED INFORMATION CORPORATION LIMITED BEIJING CHENGSHI WANGLIN INFORMATION TECHNOLOGY CO., LTD. BEIJING 58 INFORMATION TECHNOLOGY CO., LTD. AND WP X ASIA ONLINE INVESTMENT HOLDINGS LIMITED SERIES B-1 PREFERENCE SHARE Dated July 23, 2011 Orrick, Herrington & Sutcliffe LLP 43rd Floor, Gloucester Tower 58.COM INC. SERIES B-1 PREFERENCE SHARE SUBSCRIPTION AGREEMENT THIS] [27 September 201 3 OUR REF: AC/al/#3795406v3 (M#87 87500 ) 58.com Inc. Block E, The North American International Business Center Yi 108 Beiyuan Road Chaoyang District Beijing 100101 The Peoples Republic of China Dear Sirs, 58.com Inc. (the Company) Commission or about 27 September 2013 Registration Statement Securities Act (the 000 Class A Ordinary Shares 1 each (the ] [27 September 2013 Matter No.:87 8500 Doc Ref: AC/al /# 3795412v3 58.com Inc. Block E, The North American International Business Center Yi 108 Beiyuan Road Chaoyang District Beijing 100101 The Peoples Republic of China Dear Sirs, Re: 58.com Inc. (t he Company) We have acted as special legal counsel in the Cayman Islands to the Company in connection with a] [September 27, 2013 58.com Inc. Block E The North American International Business Center Yi 108 Beiyuan Road Chaoyang District, Beijing 100101 Peoples Republic of China RE: American Depositary Shares of 58.com Inc. Ladies and Gentlemen: September 27 , 2013 (the Registration Statement). In rendering the opinion stated herein, we have examined and relied upon the following: (a) the Registration Statement.] [58.COM INC. EMPLOYEE STOCK OPTION PLAN (effective as of July 6, 2011 and as subsequently amended) WHEREAS WHEREAS , the Board has decided that an Employee Stock Option Plan (the Plan) shall be established. NOW THEREFORE , the details of the Plan are set forth as follows: 1. General Purpose of Plan; Definitions The name of this plan is the] [58.COM INC. 2013 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan The purpose of the 58.com Inc. 2013 Share Incentive Plan (the the Cayman Islands Company (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] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this WHEREAS, the Indemnitee has agreed to serve as a director/an executive officer of the Company and in such capacity will render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve as directors/executive] [EMPLOYMENT AGREEMENT Agreement Company Executive Company Group This EMPLOYMENT AGREEMENT (the RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions] [Amended and Restated Exclusive Business Cooperation Agreement This Amended and Restated Exclusive Business Cooperation Agreement (th is Agreement ) is made and entered into by and between the following p arties on October 10 , 20 11 in Beijing, the People s Republic of China ( China or the PRC ). Party A: Beijing Chengshi Wanglin Information] [Amended and Restated Equity Interest Pledge Agreement This Amended and Restated Equity Interest Pledge Agreement (this Agreement) has been executed by and among the following parties on June 28, 2013 in Beijing, the Peoples Republic of China (China or the PRC): Party A: Beijing Chengshi Wanglin Information Technology Co., Ltd. (hereinafter Pledgee), a wholly foreign owned enterprise, organized and existing] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this Agreement) is executed by and among the following P arties as of the 28th day of June 2013 in Beijing, the Peoples Republic of China (China or the PRC) : Party A: Beijing Chengshi Wanglin Information Technology Co., Ltd. , a wholly foreign owned enterprise, organized] [Power of Attorney I, Jinbo Yao, a Chinese citizen with Chinese Identification Card No.: , and a holder of 37.8% of the entire registered capital in Beijing 58 Information Technology Co., Ltd. (58.com) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Chengshi Wanglin Information Technology Co., Ltd. (WFOE) to exercise the following rights] [Loan Agreement This Loan Agreement (this Agreement) is made and entered into by and between the Parties below as of December 1, 2011 in Beijing, China: (1) Beijing Chengshi Wanglin Information Technology Co., Ltd. (Lender), a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at No.6 Building, Yi 108, Beiyuan Road, Chaoyang] [List of Principal Subsidiaries and Consolidated Affiliated Entities of 58.com Inc. Subsidiaries: China Classified Network Corporation, a British Virgin Islands company China Classified Information Corporation Limited, a Hong Kong company Beijing Chengshi Wanglin Information Technology Co., Ltd., a PRC company 58 Tongcheng Information Technology Co., Ltd., a PRC company Consolidated Affiliated Entity: Beijing 58 Information Technology Co., Ltd., a PRC] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of 58.com Inc. of our report dated July 30, 2013, except September 26 , 2013 , relating to the consolidated financial statements of 58.com Inc. which appears in such Registration Statement. We also consent to the reference to us under] [Consent Of iResearch Consulting Group August 1, 2013 58.com Inc. Ladies and Gentlemen: Registration Statement Company SEC SEC Filings iResearch Consulting Group hereby consents to references to its name in i) the registration statement on Form F-1 (together with any amendments thereto, the Report iResearch Consulting Group further consents to inclusion of information, data and statements from the report] [58.COM INC. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the This Code is designed to deter wrongdoing and to promote: · honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; · SEC · · prompt internal reporting of] [漢 坤 律 師 事 務 所 HAN KUN LAW OFFICES Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China TEL: (86 10) 8525 5500; FAX: (86 10) 8525 5511 / 8525 5522 September 27 , 2013 58.com Inc. To: Block E, the North American International Business Center Yi 108 Beiyuan Road,]
[DIRECT DIAL (852) 3740-4850 DIRECT FAX (852) 3910-4850 EMAIL ADDRESS JULIE.GAO@SKADDEN.COM SKADDEN, ARPS, SLATE, MEAGHER & FLOM 世達國際律師事務所 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEENS ROAD CENTRAL, HONG KONG TEL: (852) 3740-4700 FAX: (852) 3740-4727 www.skadden.com AFFILIATE OFFICES BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WILMINGTON BEIJING BRUSSELS FRANKFURT LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY]
[September 27, 2013 Page 2 today five courtesy copies of the Revised Draft Registration Statement, marked to show changes to the draft registration statement confidentially submitted to the Commission on August 21, 2013. The Staffs comments are repeated below in bold and are followed by the Companys responses. We have included page references to the Revised Draft Registration Statement where]
[September 27, 2013 Page 2 today five courtesy copies of the Revised Draft Registration Statement, marked to show changes to the draft registration statement confidentially submitted to the Commission on August 21, 2013. The Staffs comments are repeated below in bold and are followed by the Companys responses. We have included page references to the Revised Draft Registration Statement where]
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum Amount of registration fee Class A ordinary shares, par value US$0.0001 per share(2)(3) (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. (2) (3) Form F-6 American depositary shares issuable] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (4) Schedule 1 Jiubang Subsidiaries Each and all entities listed in (5) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (6) Yuqiang Deng (7) Xiangdong Zhang] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (4) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders 1 Party Parties (Each] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (3) Schedule 1 Jiubang Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Jiubang Digital and each of Jiubang Subsidiaries, a RECITALS WHEREAS WHEREAS 1 NOW,] [LOAN AGREEMENT Agreement This Loan Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. Party A China (2) Yuqiang Deng Party B (3) Guangzhou Jiubang Digital Technology Co., Ltd. Party C 1. Loan RMB7,200,000 Loan 1.1 Subject to the terms and conditions of this Agreement, Party A agrees to provide to Party B a loan at the principal amount] [LOAN AGREEMENT Agreement This Loan Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. Party A China (2) Xiangdong Zhang Party B (3) Guangzhou Jiubang Digital Technology Co., Ltd. Party C 1. Loan RMB1,800,000 Loan 1.1 Subject to the terms and conditions of this Agreement, Party A agrees to provide to Party B a loan at the principal amount] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this Sungy Data Ltd. Sungy Data Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders 1 Party Parties (Each of Sungy Data, WFOE, Jiubang Digital and each of the] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of WFOE, Jiubang Digital and each of the Shareholders, a 1 RECITALS] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Schedule 1 Sanju Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang (7) Yingming Chang Shareholders 1 Party Parties (Each of] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Sanju Advertising and] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (3) Schedule 1 Sanju Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Sanju Advertising and each of Sanju Subsidiaries, a RECITALS WHEREAS WHEREAS 1 NOW,] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Sanju Advertising and each of the Shareholders, a ] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (3) Yuqiang Deng (4) Xiangdong Zhang (5) Yingming Chang Shareholders Party Parties (Each of WFOE, Sanju Advertising and each of the Shareholders, a 1 RECITALS (A) WHEREAS (B) WHEREAS Service Agreement] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Schedule 1 Hengye Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang (7) Yingming Chang Shareholders 1 Party Parties (Each of] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Guangzhou Hengye and] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (3) Schedule 1 Hengye Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Guangzhou Hengye and each of Hengye Subsidiaries, a RECITALS WHEREAS WHEREAS 1 NOW,] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Guangzhou Hengye and each of the Shareholders, a ] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (3) Yuqiang Deng (4) Xiangdong Zhang (5) Yingming Chang Shareholders Party Parties (Each of WFOE, Guangzhou Hengye and each of the Shareholders, a RECITALS (A) WHEREAS 1 (B) WHEREAS Service Agreement] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Schedule 1 Zhiteng Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng Computer and each of the] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (3) Schedule 1 Zhiteng Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Zhiteng Computer and each of Zhiteng Subsidiaries, a RECITALS (A) WHEREAS 1 (B) WHEREAS NOW, THEREFORE AGREEMENT 1. Provision of] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng Computer and each of the Shareholders, a 1 RECITALS (A)] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (3) Yuqiang Deng (4) Xiangdong Zhang Shareholders Party Parties (Each of WFOE, Zhiteng Computer and each of the Shareholders, a RECITALS (A) WHEREAS 1 (B) WHEREAS Service Agreement (C) WHEREAS Business] [SPOUSAL CONSENT EX-10 24 filename24.htm] [SPOUSAL CONSENT EX-10 25 filename25.htm] [Consent of App Annie Limited 9/26/2013 Sungy Data Ltd. Floor 17, Tower A, China International Center No. 33 Zhongshan 3 rd Road Yuexiu District, Guangzhou 510055 Peoples Republic of China Ladies and Gentlemen: Appendix A Registration Statement Company SEC SEC Filings App Annie Limited hereby consents to the inclusion of information, data and statements from the attached Yours faithfully For]
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum Amount of registration fee Class A ordinary shares, par value US$0.0001 per share(2)(3) (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. (2) (3) Form F-6 American depositary shares issuable] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (4) Schedule 1 Jiubang Subsidiaries Each and all entities listed in (5) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (6) Yuqiang Deng (7) Xiangdong Zhang] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (4) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders 1 Party Parties (Each] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (3) Schedule 1 Jiubang Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Jiubang Digital and each of Jiubang Subsidiaries, a RECITALS WHEREAS WHEREAS 1 NOW,] [LOAN AGREEMENT Agreement This Loan Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. Party A China (2) Yuqiang Deng Party B (3) Guangzhou Jiubang Digital Technology Co., Ltd. Party C 1. Loan RMB7,200,000 Loan 1.1 Subject to the terms and conditions of this Agreement, Party A agrees to provide to Party B a loan at the principal amount] [LOAN AGREEMENT Agreement This Loan Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. Party A China (2) Xiangdong Zhang Party B (3) Guangzhou Jiubang Digital Technology Co., Ltd. Party C 1. Loan RMB1,800,000 Loan 1.1 Subject to the terms and conditions of this Agreement, Party A agrees to provide to Party B a loan at the principal amount] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this Sungy Data Ltd. Sungy Data Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders 1 Party Parties (Each of Sungy Data, WFOE, Jiubang Digital and each of the] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of WFOE, Jiubang Digital and each of the Shareholders, a 1 RECITALS] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Schedule 1 Sanju Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang (7) Yingming Chang Shareholders 1 Party Parties (Each of] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Sanju Advertising and] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (3) Schedule 1 Sanju Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Sanju Advertising and each of Sanju Subsidiaries, a RECITALS WHEREAS WHEREAS 1 NOW,] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Sanju Advertising and each of the Shareholders, a ] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (3) Yuqiang Deng (4) Xiangdong Zhang (5) Yingming Chang Shareholders Party Parties (Each of WFOE, Sanju Advertising and each of the Shareholders, a 1 RECITALS (A) WHEREAS (B) WHEREAS Service Agreement] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Schedule 1 Hengye Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang (7) Yingming Chang Shareholders 1 Party Parties (Each of] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Guangzhou Hengye and] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (3) Schedule 1 Hengye Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Guangzhou Hengye and each of Hengye Subsidiaries, a RECITALS WHEREAS WHEREAS 1 NOW,] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Guangzhou Hengye and each of the Shareholders, a ] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (3) Yuqiang Deng (4) Xiangdong Zhang (5) Yingming Chang Shareholders Party Parties (Each of WFOE, Guangzhou Hengye and each of the Shareholders, a RECITALS (A) WHEREAS 1 (B) WHEREAS Service Agreement] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Schedule 1 Zhiteng Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng Computer and each of the] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (3) Schedule 1 Zhiteng Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Zhiteng Computer and each of Zhiteng Subsidiaries, a RECITALS (A) WHEREAS 1 (B) WHEREAS NOW, THEREFORE AGREEMENT 1. Provision of] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng Computer and each of the Shareholders, a 1 RECITALS (A)] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (3) Yuqiang Deng (4) Xiangdong Zhang Shareholders Party Parties (Each of WFOE, Zhiteng Computer and each of the Shareholders, a RECITALS (A) WHEREAS 1 (B) WHEREAS Service Agreement (C) WHEREAS Business] [SPOUSAL CONSENT EX-10 24 filename24.htm] [SPOUSAL CONSENT EX-10 25 filename25.htm] [Consent of App Annie Limited 9/26/2013 Sungy Data Ltd. Floor 17, Tower A, China International Center No. 33 Zhongshan 3 rd Road Yuexiu District, Guangzhou 510055 Peoples Republic of China Ladies and Gentlemen: Appendix A Registration Statement Company SEC SEC Filings App Annie Limited hereby consents to the inclusion of information, data and statements from the attached Yours faithfully For]
[Title of Each Class Name of Exchange on Which Registered American depositary shares, each representing onemmon share*mmon shares, par value US$0.01 per share** * Effective August18, 2011, the ratio ofSs to ourmmon shares was changed from oneS representing fourmmon shares to oneS representing onemmon share.] [STYLE="font-family:Times New Roman" SIZE="2"> New Enrollment System Development Servicereement Party A: Beijing Decision Education&nsulting Party B: [Name of ahool or subsidiary of New Oriental China] STYLE="font-family:Times New Roman" SIZE="2"> (1) WHEREAS, Party A, a wholly owned foreign enterprise duly organized and existing under laws, ownsnsiderable technicalpability andundant business experience in software development and hardware services;] [HS Intelligent Learning Progress Management System STYLE="font-family:Times New Roman" SIZE="2"> Development Servicereement Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Beijing Hewstone Technology STYLE="font-family:Times New Roman" SIZE="2"> (1) WHEREAS, Party A, a privatehool in China engaged in providing language training and relevanturses, needs Party B to provide it the development] [Educationll Center Platform Development Service STYLE="font-family:Times New Roman" SIZE="2">reement Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Beijing Pioneer Technologympany Limited STYLE="font-family:Times New Roman" SIZE="2"> (1) WHEREAS, Party A, a privatehool in China engaged in providing language training and relevanturses, needs Party B to provide the development andily maintenance services] [CRM System Development Servicereement STYLE="font-family:Times New Roman" SIZE="2"> Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Beijing Pioneer Technologympany Limited (1) WHEREAS, Party A, a privatehool in China engaged in providing language training and relevanturses, needs Party B to provide it the development andily maintenance services of CRM system; and] [Students Online Service Platform System Development STYLE="font-family:Times New Roman" SIZE="2"> Servicereement Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Shanghai Smart Words Software Technologympany Limited STYLE="font-family:Times New Roman" SIZE="2"> (1) WHEREAS, Party A, a privatehool in China engaged in providing language training and relevanturses, needs Party B to provide the] [Courses Search Platform System Development Service STYLE="font-family:Times New Roman" SIZE="2">reement Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Shanghai Smart Words Software Technologympany Limited STYLE="font-family:Times New Roman" SIZE="2"> (1) WHEREAS, Party A, a privatehool in China engaged in providing language training and relevanturses, needs Party B to provide the development] [STYLE="font-family:Times New Roman" SIZE="2">Agreement No: Softwarelesreement STYLE="font-family:Times New Roman" SIZE="2"> Party A: [Name of a Wholly Owned Subsidiary of New Oriental Education& Technology]dress: [Address of Party A] STYLE="font-family:Times New Roman" SIZE="2">Zipde: [Zipde of Party A]ntact person: [Contact person of Party A] Tel: [Tel of Party A]] [Technology Servicereement STYLE="font-family:Times New Roman" SIZE="2"> Teaching and Research Materialsmpiling System V1.0 Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Beijing Smart Wood Technology (1) WHEREAS, Party A, a privatehool in China engaged in providing language training and relevanturses, needs Party B to provide it the development andily maintenance services] [Technology Servicereement STYLE="font-family:Times New Roman" SIZE="2"> Distance Teacher Development System V1.0 Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Beijing Smart Wood Technology STYLE="font-family:Times New Roman" SIZE="2"> (1) WHEREAS, Party A, a privatehool in China engaged in providing language training and relevanturses, needs Party B to provide it the development] [Technology Servicereement STYLE="font-family:Times New Roman" SIZE="2"> Book Evaluation and Research System V1.0 Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Beijing Smart Wood Technology STYLE="font-family:Times New Roman" SIZE="2"> (1) WHEREAS, Party A, ampany engaged in selling quality books and multi-media products, needs Party B to provide it the development andily] [Technology Servicereement STYLE="font-family:Times New Roman" SIZE="2"> Diagnostic and Evaluation of Students Learning System V1.0 Party A: [Name of ahool or subsidiary of New Oriental China] STYLE="font-family:Times New Roman" SIZE="2"> Party B: Beijing Smart Wood Technology (1) WHEREAS, Party A, ansultingmpany engaged in providingnsulting services related to overseas study, needs Party B to provide it the] [Knowledge Management Platform Knowledge-Based System Research and Development Technical Servicereement STYLE="font-family:Times New Roman" SIZE="2"> Party A: [Name of a subsidiary of New Oriental China] STYLE="font-family:Times New Roman" SIZE="2"> Party B: Beijing Decision Education&nsulting (1) WHEREAS, Party A, a privatehool in China engaged in providing language training and relevanturses, needs Party B to provide it the] [iLearn Platform Research and Development Technical Servicereement STYLE="font-family:Times New Roman" SIZE="2"> Party A: [Name of a subsidiary of New Oriental China] Party B: Beijing Decision Education&nsulting (1) WHEREAS, Party A, a privatehool in China engaged in providing language training and relevanturses, needs Party B to provide it the research and development technical service of iLearn] [Intelligent Test Paper Reconstruction Platform Research and Development Technical Servicereement STYLE="font-family:Times New Roman" SIZE="2"> 1. Parties Party A: [Name of a subsidiary of New Oriental China] Party B: Beijing Right Time Technology 2. Definition 2.1 Relevant terms used in thisreement are defined the followings: STYLE="font-family:Times New Roman" SIZE="2">Intelligent Test Paper Reconstruction Platform: means the Intelligent] [Technical Servicereement STYLE="font-family:Times New Roman" SIZE="2"> Teachingta Statistical Analysis Platform Research and Development Technical Service 1. Parties Party A: [Name of a subsidiary of New Oriental China] Party B: Beijing Right Time Technology 2. Definition 2.1 Relevant terms used in thisreement are defined the followings:] [Admissionilitysessment Platform Research and Development Technical Servicereement STYLE="font-family:Times New Roman" SIZE="2"> 1. Parties Party A: [Name of a subsidiary of New Oriental China] Party B: Beijing Right Time Technology 2. Definition 2.1 Relevant terms used in thisreement are defined the followings: STYLE="font-family:Times New Roman" SIZE="2">Admissionilitysessment Platform: means themissionilitysessment Platform researched and developed on the basis] [Smart Office Platform Research and Development Technical Servicereement STYLE="font-family:Times New Roman" SIZE="2"> Party A: [Name of a subsidiary of New Oriental China] Party B: Beijing Joy Tend Technology (1) WHEREAS, Party A, a privatehool in China engaged in providing language training and relevanturses, needs Party B to provide it the research and development technical service] [CMS Websitentent Platform Research and Development Technical Servicereement STYLE="font-family:Times New Roman" SIZE="2"> Party A: [Name of a subsidiary of New Oriental China] Party B: Beijing Joy Tend Technology STYLE="font-family:Times New Roman" SIZE="2"> (1) WHEREAS, Party A, a privatehool in China engaged in providing language training and relevanturses, needs Party B to provide it the research] [List of Subsidiaries and Variable Interest Entities STYLE="font-family:Times New Roman" SIZE="2"> Subsidiaries: Jurisdictionof Direct Parentmpany of the Subsidiary and its Jurisdiction of Beijing Boostring Education&nsulting Beijing Judgment Education &nsulting (PRC) Beijing Chao Yang District Kindergarten of Stars Beijing New Oriental Stars Education &nsulting (PRC)] [STYLE="font-family:Times New Roman" SIZE="2"> I, Michael Minhong Yu, certify that: 1. I have reviewed this annual report on Form 20-F of New Oriental Education& Technology; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [Certification by the Principal Financial Officer STYLE="font-family:Times New Roman" SIZE="2"> I, Louis T. Hsieh, certify that: 1. I have reviewed this annual report on Form 20-F of New Oriental Education& Technology; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary] [STYLE="font-family:Times New Roman" SIZE="2"> (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Michael Minhong Yu Chief Executive Officer EX-13.1 d566858dex131.htm 23 EX-13.1] [Certification by the Principal Financial Officer STYLE="font-family:Times New Roman" SIZE="2"> (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Louis T. Hsieh President and Chief Financial Officer EX-13.2 d566858dex132.htm 24 EX-13.2] [TIAN YUAN LAW FIRM STYLE="font-family:Times New Roman" SIZE="2"> 10/F, CPIC Plaza, No. 28 FengSheng Hutong, Xicheng District, Beijing, 100032, STYLE="font-family:Times New Roman" SIZE="2"> P.R.China Tel: (8610) 5776-3888; Fax: (8610)5776-3777. STYLE="font-family:Times New Roman" SIZE="2"> New Oriental Education& Technology STYLE="font-family:Times New Roman" SIZE="2">No.6 Hai Dian Zhong Street Haidian District, Beijing 100080 Peoples Republic of China] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM STYLE="font-family:Times New Roman" SIZE="2"> Wensent to theorporation by reference in the Registration Statements No. 333-172020 and 333-140083 on Form S-8 of our reportsted September 27, 2013, relating to thensolidated financial statements and financial statementhedule of New Oriental Education & Technology its subsidiaries, variable interest entity and itshools and]
[HOLLYSYS AUTOMATION TECHNOLOGIES LTD. ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR ENDED JUNE 30, 2013 TABLE OF CONTENTS Page PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 5 ITEM 3. KEY INFORMATION 5 ITEM 4. INFORMATION ON THE COMPANY 23] [LIST OF SUBSIDIARIES OF HOLLYSYS AUTOMATION TECHNOLOGIES LTD. Subsidiaries Jurisdiction of Incorporation Hollsys International Pte. Limited Singapore Hollysys (Asia Pacific) Pte. Limited Singapore Gifted Time Holdings Limited British Virgin Islands Clear Mind Limited British Virgin Islands World Hope Enterprises Limited Hong Kong Concord Solution (HK) Limited Hong Kong Beijing Helitong Science &Technology Exploration Co., Ltd. PRC Beijing Hollysys Group Co.,] [CERTIFICATIONS I, Changli Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Hollysys Automation Technologies 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 such statements] [CERTIFICATIONS I, Herriet Qu, certify that: 1. I have reviewed this annual report on Form 20-F of Hollysys Automation Technologies 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 such statements] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of June 30, 2013 and results of operations of the Company for the year ended June 30, 2013. s/ Changli Wang / Changli Wang Chief Executive Officer 7, 2013 September 2] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of June 30, 2013 and results of operations of the Company for the year ended June 30, 2013. s/ Herriet Qu / Herriet Qu Chief Financial Officer (Principal Financial Officer) 7, 2013 September 2] [COMPENSATION COMMITTEE CHARTER A. Purpose The purpose of the Compensation Committee of the Board of Directors (the “Board”) of HOLLYSYS AUTOMATION TECHNOLOGIES LTD. (the “Company”) is to assist the Board in the discharge of its responsibilities relating to compensation of the Company’s executive officers. B. Structure and Membership 1. Number. The Compensation Committee shall consist of at least three members] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors td. Hollysys Automation Technologies L No. 2 Disheng Middle Road Beijing Economic-Technological Development Area Beijing 100176 P.R. China We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-170811) of Hollysys Automation Technologies Ltd. of our report dated September 21, 2011, relating] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-170811) pertaining to the 2006 Stock Plan of Hollysys Automation Technologies Ltd. of our reports dated September 27, 2013, with respect to the consolidated financial statements of Hollysys Automation Technologies Ltd., and the effectiveness of internal control over financial]
