[CHRISTOPHER W. BETTS 42/F, EDINBURGH TOWER, THE LANDMARK BOSTON EDWARD H.P. LAM ¨ * 15 QUEENS ROAD CENTRAL, HONG KONG CHICAGO G.S. PAUL MITCHARD QC ¨ HOUSTON CLIVE W. ROUGH ¨ TEL: (852) 3740-4700 LOS ANGELES JONATHAN B. STONE * FAX: (852) 3740-4727 NEW YORK ALEC P. TRACY * www.skadden.com PALO ALTO ¨ (ALSO ADMITTED IN ENGLAND & WALES) *]
[February 18, 2014 Page 2 The Staffs comments are repeated below in bold and are followed by the Companys responses. We have included page references in the Revised Draft Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Draft Registration Statement. In addition]
[FORM F-1 REGISTRATION STATEMENT XUNLEI LIMITED Not Applicable Cayman Islands (State or other jurisdiction of 7370 (Primary Standard Industrial Not Applicable (I.R.S. Employer 4/F, Hans Innovation Mansion, North Ring Road (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. James C. Lin, Esq. Approximate date of commencement of] [Execution Version SHARE PURCHASE AGREEMENT Among XUNLEI LIMITED SKYLINE GLOBAL COMPANY HOLDINGS LIMITED And CERTAIN OTHER PARTIES HERETO Dated as of January 31, 2012 SHARE PURCHASE AGREEMENT Agreement Company Primavera Investor Parties Party THIS SHARE PURCHASE AGREEMENT (this RECITALS WHEREAS the Company is an exempted company with limited liability established under the laws of the Cayman Islands on February] [Execution Version SHARE PURCHASE AGREEMENT Among XUNLEI LIMITED XIAOMI VENTURES LIMITED Dated as of February 13, 2014 SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this 1. Company Xunlei Limited, an exempted company incorporated under the laws of the Cayman Islands (the 2. BVI Co. Xunlei Network Technologies Limited, a company organized under the laws of the British] [GIGANOLOGY LIMITED 2010 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Giganology Limited 2010 Share Incentive Plan (the ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan or an Award Agreement, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the] [XUNLEI LIMITED 2013 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Xunlei Limited 2013 Share Incentive Plan (the ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan or an Award Agreement, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the] [Series E Preferred Shares (subject to adjustment) [ ], 2014 XUNLEI LIMITED Initial Holder THIS CERTIFIES THAT, Xiaomi Ventures Limited (the Section 1. Definitions . As used herein, the following terms shall have the following meanings: (a) Affiliate (b) beneficial owner (c) Commission (d) Company (e) Change of Control (f) control controlled by under] [Series E Preferred Shares (subject to adjustment) [], 2014 XUNLEI LIMITED Initial Holder THIS CERTIFIES THAT, Skyline Global Company Holdings Limited (the Definitions Section 1. Affiliate (a) beneficial owner (b) Commission (c) Company (d) Change of Control (e) control controlled by under common control with (f) Current Holder (g) Date of Grant] [Place of Incorporation Subsidiaries Giganology (Shenzhen) Co. Ltd. PRC Xunlei Network Technologies Limited British Virgin Islands Xunlei Network Technologies Limited Hong Kong Xunlei Computer (Shenzhen) Co., Ltd. PRC Variable Interest Entity] [Consent of iResearch Consulting Group February 7, 2014 Xunlei Limited No. 9018 High-Tech Park, Nanshan District Shenzhen, 518057 Peoples Republic of China Ladies and Gentlemen: Registration Statement Company SEC 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 SEC Filings any written correspondences with] [Consent of Analysys International February 7, 2014 Xunlei Limited No. 9018 High-Tech Park, Nanshan District Shenzhen, 518057 Peoples Republic of China Ladies and Gentlemen: Registration Statement Company SEC Analysys International hereby consents to references to its name in (i) the registration statement on Form F-1 (together with any amendments thereto, the SEC Filings any written correspondences with the SEC] [In connection with this waiver request, the Company represents to the Commission that: 1. The Company is not currently a public reporting company in any jurisdiction. 2. 3. Compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company. 4. The Company does not anticipate that its audited financial statements for the year]
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum (1) offering price Amount of registration fee (2)(3) Class A ordinary shares, par value $0.00025 per share $ $ (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)] [Company No.: 241654 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF WEIBO CORPORATION (As adopted by Special Resolution dated 29 April 2013) Incorporated on the 7th day of June 2010 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2012 REVISION) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF WEIBO CORPORATION (As adopted by Special Resolution dated] [Our ref SSY/688185-000001/6814757v2 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 Peoples Republic of China [ ] 2014 Dear Sirs Weibo Corporation Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Weibo Corporation (the 1 Documents Reviewed For the purposes of] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] [DATE] Weibo Corporation 7/F, Shuohuang Development Plaza No. 6 Caihefang Road Haidian District, Beijing, 100080 Peoples Republic of China Re: American Depositary Shares of Weibo Corporation (the Company) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the] [T. CN CORPORATION 2010 SHARE INCENTIVE PLAN TABLE OF CONTENTS Page SECTION 1. INTRODUCTION 1 SECTION 2. DEFINITIONS 1 (a) Affiliate 1 (b) 1 (c) Award 1 (d) Award Agreement 1 (e) Award Shares 1 (f) Board 1 (g) Call Right 1 (h) Cashless Exercise 2 (i) Cause 2] [Loan Agreement This agreement is signed and entered in by and between the following parties on [Execution Date] in Haidian District, Beijing. Party A: [Name of Borrower] (hereinafter referred to as the borrower) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as Weibo Technology) Address: Room 701, No. 10 Haidian North Second Street, Haidian District,] [Loan Repayment Agreement This Agreement is entered into on [Execution Date], by and between the following two parties: Party A: [Name of Borrower] (hereinafter referred to as the Borrower) Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as Weibo Technology) Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Borrower and Weibo Technology hereinafter] [Share Transfer Agreement This agreement (this Agreement) is entered into by and between the following parties on [Execution Date] in Haidian District: Party A: [Name of Borrower] (hereinafter referred to as the borrower) ID Number: Party B: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing. WHEREAS, (1) Party A] [Agreement on Authorization to Exercise Shareholders Voting Power This agreement is concluded by and between the following parties on [Execution Date] in Haidian District, Beijing: Party A: [Name of Authorizer] (hereinafter referred to as the Authorizer) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as Weibo Technology) Address: Room 701, No. 10 Haidian North Second] [Share Pledge Agreement This Share Pledge Agreement is entered into in Haidian District, Beijing between the following parties on [Execution Date]: Party A: [Name of Pledgor] (hereinafter referred to as the Pledgor) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as the Pledgee) Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing] [Exclusive Technical Service Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section] [Exclusive Sales Agency Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section] [Trademark License Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section of] [List of Principal Subsidiaries and Consolidated Affiliated Entities of Weibo Corporation Subsidiaries: Weibo Hong Kong Limited, a Hong Kong company Weibo Internet Technology (China) Co., Ltd., a PRC company Consolidated Affiliated Entity: Beijing Weimeng Technology Co., Ltd., a PRC company Beijing Weibo Interactive Internet Technology Co., Ltd., a PRC company EX-21 14 filename14.htm] [, 2014 Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 Peoples Republic of China Ladies and Gentlemen, Yours faithfully, TransAsia Lawyers EX-23 15 filename15.htm] [, 2014 Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 Peoples Republic of China Dear Sirs/Madams: Re: Weibo Corporation PRC Company Registration Statement Offering ADSs Ordinary Shares We are lawyers qualified in the Peoples Republic of China ( Opinion With respect to the Offering, you have requested us to furnish an opinion (the ]
[FORM F-1 REGISTRATION STATEMENT XUNLEI LIMITED Not Applicable Cayman Islands (State or other jurisdiction of 7370 (Primary Standard Industrial Not Applicable (I.R.S. Employer 4/F, Hans Innovation Mansion, North Ring Road (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. James C. Lin, Esq. Approximate date of commencement of] [Execution Version SHARE PURCHASE AGREEMENT Among XUNLEI LIMITED SKYLINE GLOBAL COMPANY HOLDINGS LIMITED And CERTAIN OTHER PARTIES HERETO Dated as of January 31, 2012 SHARE PURCHASE AGREEMENT Agreement Company Primavera Investor Parties Party THIS SHARE PURCHASE AGREEMENT (this RECITALS WHEREAS the Company is an exempted company with limited liability established under the laws of the Cayman Islands on February] [Execution Version SHARE PURCHASE AGREEMENT Among XUNLEI LIMITED XIAOMI VENTURES LIMITED Dated as of February 13, 2014 SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this 1. Company Xunlei Limited, an exempted company incorporated under the laws of the Cayman Islands (the 2. BVI Co. Xunlei Network Technologies Limited, a company organized under the laws of the British] [GIGANOLOGY LIMITED 2010 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Giganology Limited 2010 Share Incentive Plan (the ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan or an Award Agreement, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the] [XUNLEI LIMITED 2013 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Xunlei Limited 2013 Share Incentive Plan (the ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan or an Award Agreement, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the] [Series E Preferred Shares (subject to adjustment) [ ], 2014 XUNLEI LIMITED Initial Holder THIS CERTIFIES THAT, Xiaomi Ventures Limited (the Section 1. Definitions . As used herein, the following terms shall have the following meanings: (a) Affiliate (b) beneficial owner (c) Commission (d) Company (e) Change of Control (f) control controlled by under] [Series E Preferred Shares (subject to adjustment) [], 2014 XUNLEI LIMITED Initial Holder THIS CERTIFIES THAT, Skyline Global Company Holdings Limited (the Definitions Section 1. Affiliate (a) beneficial owner (b) Commission (c) Company (d) Change of Control (e) control controlled by under common control with (f) Current Holder (g) Date of Grant] [Place of Incorporation Subsidiaries Giganology (Shenzhen) Co. Ltd. PRC Xunlei Network Technologies Limited British Virgin Islands Xunlei Network Technologies Limited Hong Kong Xunlei Computer (Shenzhen) Co., Ltd. PRC Variable Interest Entity] [Consent of iResearch Consulting Group February 7, 2014 Xunlei Limited No. 9018 High-Tech Park, Nanshan District Shenzhen, 518057 Peoples Republic of China Ladies and Gentlemen: Registration Statement Company SEC 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 SEC Filings any written correspondences with] [Consent of Analysys International February 7, 2014 Xunlei Limited No. 9018 High-Tech Park, Nanshan District Shenzhen, 518057 Peoples Republic of China Ladies and Gentlemen: Registration Statement Company SEC Analysys International hereby consents to references to its name in (i) the registration statement on Form F-1 (together with any amendments thereto, the SEC Filings any written correspondences with the SEC] [In connection with this waiver request, the Company represents to the Commission that: 1. The Company is not currently a public reporting company in any jurisdiction. 2. 3. Compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company. 4. The Company does not anticipate that its audited financial statements for the year]
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum (1) offering price Amount of registration fee (2)(3) Class A ordinary shares, par value $0.00025 per share $ $ (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)] [Company No.: 241654 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF WEIBO CORPORATION (As adopted by Special Resolution dated 29 April 2013) Incorporated on the 7th day of June 2010 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2012 REVISION) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF WEIBO CORPORATION (As adopted by Special Resolution dated] [Our ref SSY/688185-000001/6814757v2 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 Peoples Republic of China [ ] 2014 Dear Sirs Weibo Corporation Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Weibo Corporation (the 1 Documents Reviewed For the purposes of] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] [DATE] Weibo Corporation 7/F, Shuohuang Development Plaza No. 6 Caihefang Road Haidian District, Beijing, 100080 Peoples Republic of China Re: American Depositary Shares of Weibo Corporation (the Company) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the] [T. CN CORPORATION 2010 SHARE INCENTIVE PLAN TABLE OF CONTENTS Page SECTION 1. INTRODUCTION 1 SECTION 2. DEFINITIONS 1 (a) Affiliate 1 (b) 1 (c) Award 1 (d) Award Agreement 1 (e) Award Shares 1 (f) Board 1 (g) Call Right 1 (h) Cashless Exercise 2 (i) Cause 2] [Loan Agreement This agreement is signed and entered in by and between the following parties on [Execution Date] in Haidian District, Beijing. Party A: [Name of Borrower] (hereinafter referred to as the borrower) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as Weibo Technology) Address: Room 701, No. 10 Haidian North Second Street, Haidian District,] [Loan Repayment Agreement This Agreement is entered into on [Execution Date], by and between the following two parties: Party A: [Name of Borrower] (hereinafter referred to as the Borrower) Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as Weibo Technology) Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Borrower and Weibo Technology hereinafter] [Share Transfer Agreement This agreement (this Agreement) is entered into by and between the following parties on [Execution Date] in Haidian District: Party A: [Name of Borrower] (hereinafter referred to as the borrower) ID Number: Party B: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing. WHEREAS, (1) Party A] [Agreement on Authorization to Exercise Shareholders Voting Power This agreement is concluded by and between the following parties on [Execution Date] in Haidian District, Beijing: Party A: [Name of Authorizer] (hereinafter referred to as the Authorizer) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as Weibo Technology) Address: Room 701, No. 10 Haidian North Second] [Share Pledge Agreement This Share Pledge Agreement is entered into in Haidian District, Beijing between the following parties on [Execution Date]: Party A: [Name of Pledgor] (hereinafter referred to as the Pledgor) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as the Pledgee) Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing] [Exclusive Technical Service Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section] [Exclusive Sales Agency Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section] [Trademark License Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section of] [List of Principal Subsidiaries and Consolidated Affiliated Entities of Weibo Corporation Subsidiaries: Weibo Hong Kong Limited, a Hong Kong company Weibo Internet Technology (China) Co., Ltd., a PRC company Consolidated Affiliated Entity: Beijing Weimeng Technology Co., Ltd., a PRC company Beijing Weibo Interactive Internet Technology Co., Ltd., a PRC company EX-21 14 filename14.htm] [, 2014 Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 Peoples Republic of China Ladies and Gentlemen, Yours faithfully, TransAsia Lawyers EX-23 15 filename15.htm] [, 2014 Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 Peoples Republic of China Dear Sirs/Madams: Re: Weibo Corporation PRC Company Registration Statement Offering ADSs Ordinary Shares We are lawyers qualified in the Peoples Republic of China ( Opinion With respect to the Offering, you have requested us to furnish an opinion (the ]
[Hollysys Automation Technologies Reports Unaudited Financial Results for Fiscal Year 2014 Second Quarter Ended on December 31, 2013 Hollysys Automation Technologies, Ltd. ("Hollysys" or the "Company"), BEIJING, Feb. 17, 2014 /PRNewswire-FirstCall/ — Q2 Financial Highlights · Quarterly revenues of $153.4 million, representing an increase of 75.9% compared to $87.2 million year over year, and an increase of 35.5% compared to] []
