[This Form 6-K consists of: CONTENTS 2 Company Profile 3 Principal Financial Data and Indicators 6 Changes in Share Capital and Shareholdings of Principal Shareholders 8 Chairman’s Statement 11 Business Review and Prospects 19 Management’s Discussion and Analysis 29 Significant Events 37 Connected Transactions 41 Corporate Governance 49 54 56 Directors, Supervisors, Senior Management and Employees 69 Principal Wholly-owned and]
[Vipshop Appoints Vice President of Technology GUANGZHOU, China, March xx, 2014 Vipshop Holdings Limited (NYSE: VIPS), Chinas leading online discount retailer for brands (Vipshop or the Company), today announced the appointment of Mr. Haidong Jiang, as the Vice President of Technology of Vipshop, and Chief Technology Officer of Lefeng.com, Vipshops majority-owned online retailer of cosmetics and fashion products, effective] [001-35454 Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The Peoples Republic of China Form 20-F x Form 40-F o o o Vipshop Holdings Limited]
[Page INTRODUCTION 1 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 38 Item 4A. Unresolved Staff Comments 73 Item 5. Operating and Financial Review and Prospects 73 Item 6. Directors, Senior Management and Employees 98] [Second Supplementary Agreement to the Web Layout Copyright License Agreement Supplementary Agreement This second supplementary agreement to the web layout copyright license agreement (this Licensor th Party A Address: 3/F, Baidu Campus, No.10, Shangdi 10 Licensee: th Party B Address: 2/F, Baidu Campus, No.10 Shangdi 10 Parties (Collectively, the WHEREAS, 1. Original Agreement (a) Amend Section 6.1 to:] [Third Supplementary Agreement to the Software License Agreement Supplementary Agreement This third supplementary agreement to the software license agreement (this Licensor th Party A Address: 3/F, Baidu Campus, No.10, Shangdi 10 Licensee: th Party B Address: 2/F, Baidu Campus, No.10 Shangdi 10 Parties (Collectively, the WHEREAS, 1. Original Agreement (a) Amend Section 6.1 to: this Agreement shall be] [Second Supplementary Agreement to the Web Layout Copyright License Agreement Supplementary Agreement This second supplementary agreement to the web layout copyright license agreement (this Licensor th Party A Address: 3/F, Baidu Campus, No.10, Shangdi 10 Licensee: Party B Address: No. 402, No. 18 Danling Street, Haidian District, Beijing ( Parties (Collectively, the WHEREAS, 1. Original Agreement (a) Amend] [Supplementary Agreement to the Web Layout Copyright License Agreement Supplementary Agreement This second supplementary agreement to the web layout copyright license agreement (this Licensor th Party A Address: 3/F, Baidu Campus, No.10, Shangdi 10 Licensee: Party B Address: Room 301, 3/F, Building D, No.18 South Zhongguancun Street, Haidian District, Beijing ( Parties (Collectively, the WHEREAS, 1. Original Agreement] [Supplementary Agreement to the Amended and Restated Loan Agreement This Supplementary Agreement to the Amended and Restated Loan Agreement (the Agreement) is entered into as of March 1, 2014 in Beijing by the following parties: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: 3/F, Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic] [Execution Version TRANSACTION FRAMEWORK AGREEMENT dated as of May 7, 2013 by and among PPSTREAM INC. Chuan Ju Hu Dong (Beijing) Technology Co., Ltd. and Qiyi.com, Inc. Beijing Qiyi Century Science & Technology Co., Ltd. TABLE OF CONTENTS AGE P ARTICLE 1 EFINITIONS D Section 1.01. Definitions 2 Section 1.02. Other Definitional and Interpretative Provisions 8 ARTICLE 2 RANSACTION RAMEWORK] [EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among BAIDU (HONG KONG) LIMITED, BAIDU (HONG KONG) SUB LIMITED and 91 WIRELESS WEBSOFT LIMITED Dated August 14, 2013 TABLE OF CONTENTS AGE P ARTICLE 1 HE ERGER T Section 1.01. The Merger 2 Section 1.02. Closing; Closing Date 2 Section 1.03. Effective Time 2 Section 1.04. Memorandum and Articles of Association of] [FACILITY AGREEMENT th dated 24 in respect of US$150,000,000 Unsecured Term Loan Facility BAIDU, INC. as Company and SUMITOMO MITSUI BANKING CORPORATION as Lender CONTENTS Clause Page 1. Interpretation 1 2. Facility 8 3. Purpose 8 4. Conditions precedent 8 5. Utilisation Loan 9 6. Repayment 9 7. Prepayment and cancellation 10] [AU$235,000,000 TERM LOAN FACILITY AGREEMENT BAIDU, INC. (as Borrower) and AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED HONG KONG BRANCH (as Lender) 13 August Dated CONTENTS CLAUSE PAGE SECTION 1 INTERPRETATION 1. Definitions and Interpretation 1 SECTION 2 THE FACILITY 2. The Facility 12 3. Purpose 12 4. Conditions of Utilisation 12 SECTION 3 UTILISATION 5. Utilisation 13 SECTION 4] [List of Principal Subsidiaries and Consolidated Affiliated Entities Subsidiaries: Baidu Online Network Technology (Beijing) Co., Ltd. Incorporated in the PRC Baidu Holdings Limited Incorporated in the British Virgin Islands Baidu (China) Co., Ltd. Incorporated in the PRC Baidu.com Times Technology (Beijing) Co., Ltd. Incorporated in the PRC Baidu Japan Inc. Incorporated in Japan Baidu (Hong] [I, Robin Yanhong Li, certify that: 1. I have reviewed this annual report on Form 20-F of Baidu, 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 made,] [Certification by the Principal Financial Officer I, Jennifer Xinzhe Li, certify that: 1. I have reviewed this annual report on Form 20-F of Baidu, 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] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 14 d641077dex131.htm EX-13.1] [Certification by the Principal Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 15 d641077dex132.htm EX-13.2] [[Maples and Calder Letterhead] Baidu, Inc. Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing 100085 The Peoples Republic of China 28 March 2014 Dear Sirs Baidu, Inc. Annual Report SEC We consent to the reference to our firm under the heading Item 10.E. Additional InformationTaxationCayman Islands Taxation and Item 16G. Corporate Governance in Baidu Inc.s Annual Report on] [[Han Kun Law Offices Letterhead] March 28, 2014 Baidu, Inc. Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing Peoples Republic of China 100085 Dear Sir/Madam: Annual Report SEC We hereby consent to the reference of our name under the heading Item 4.B. Information on the CompanyBusiness OverviewRegulation in Baidu, Inc.s Annual Report on Form 20-F for the year] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) S-8 Registration Statement (Form (2) Registration Statement (Form S-8 No. 333-158678) pertaining to Baidu, Inc.s 2008 Share Incentive Plan, and (3) Registration Statement (Form F-3 No. 333-184757) of Baidu, Inc.; of our reports dated March 28, 2014, with respect to]
[This Form 6-K consists of: CONTENTS 2 Company Profile 3 Principal Financial Data and Indicators 6 Changes in Share Capital and Shareholdings of Principal Shareholders 8 Chairman’s Statement 11 Business Review and Prospects 19 Management’s Discussion and Analysis 29 Significant Events 37 Connected Transactions 41 Corporate Governance 49 54 56 Directors, Supervisors, Senior Management and Employees 69 Principal Wholly-owned and]
[Vipshop Appoints Vice President of Technology GUANGZHOU, China, March xx, 2014 Vipshop Holdings Limited (NYSE: VIPS), Chinas leading online discount retailer for brands (Vipshop or the Company), today announced the appointment of Mr. Haidong Jiang, as the Vice President of Technology of Vipshop, and Chief Technology Officer of Lefeng.com, Vipshops majority-owned online retailer of cosmetics and fashion products, effective] [001-35454 Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The Peoples Republic of China Form 20-F x Form 40-F o o o Vipshop Holdings Limited]
[Page INTRODUCTION 1 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 38 Item 4A. Unresolved Staff Comments 73 Item 5. Operating and Financial Review and Prospects 73 Item 6. Directors, Senior Management and Employees 98] [Second Supplementary Agreement to the Web Layout Copyright License Agreement Supplementary Agreement This second supplementary agreement to the web layout copyright license agreement (this Licensor th Party A Address: 3/F, Baidu Campus, No.10, Shangdi 10 Licensee: th Party B Address: 2/F, Baidu Campus, No.10 Shangdi 10 Parties (Collectively, the WHEREAS, 1. Original Agreement (a) Amend Section 6.1 to:] [Third Supplementary Agreement to the Software License Agreement Supplementary Agreement This third supplementary agreement to the software license agreement (this Licensor th Party A Address: 3/F, Baidu Campus, No.10, Shangdi 10 Licensee: th Party B Address: 2/F, Baidu Campus, No.10 Shangdi 10 Parties (Collectively, the WHEREAS, 1. Original Agreement (a) Amend Section 6.1 to: this Agreement shall be] [Second Supplementary Agreement to the Web Layout Copyright License Agreement Supplementary Agreement This second supplementary agreement to the web layout copyright license agreement (this Licensor th Party A Address: 3/F, Baidu Campus, No.10, Shangdi 10 Licensee: Party B Address: No. 402, No. 18 Danling Street, Haidian District, Beijing ( Parties (Collectively, the WHEREAS, 1. Original Agreement (a) Amend] [Supplementary Agreement to the Web Layout Copyright License Agreement Supplementary Agreement This second supplementary agreement to the web layout copyright license agreement (this Licensor th Party A Address: 3/F, Baidu Campus, No.10, Shangdi 10 Licensee: Party B Address: Room 301, 3/F, Building D, No.18 South Zhongguancun Street, Haidian District, Beijing ( Parties (Collectively, the WHEREAS, 1. Original Agreement] [Supplementary Agreement to the Amended and Restated Loan Agreement This Supplementary Agreement to the Amended and Restated Loan Agreement (the Agreement) is entered into as of March 1, 2014 in Beijing by the following parties: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: 3/F, Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic] [Execution Version TRANSACTION FRAMEWORK AGREEMENT dated as of May 7, 2013 by and among PPSTREAM INC. Chuan Ju Hu Dong (Beijing) Technology Co., Ltd. and Qiyi.com, Inc. Beijing Qiyi Century Science & Technology Co., Ltd. TABLE OF CONTENTS AGE P ARTICLE 1 EFINITIONS D Section 1.01. Definitions 2 Section 1.02. Other Definitional and Interpretative Provisions 8 ARTICLE 2 RANSACTION RAMEWORK] [EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among BAIDU (HONG KONG) LIMITED, BAIDU (HONG KONG) SUB LIMITED and 91 WIRELESS WEBSOFT LIMITED Dated August 14, 2013 TABLE OF CONTENTS AGE P ARTICLE 1 HE ERGER T Section 1.01. The Merger 2 Section 1.02. Closing; Closing Date 2 Section 1.03. Effective Time 2 Section 1.04. Memorandum and Articles of Association of] [FACILITY AGREEMENT th dated 24 in respect of US$150,000,000 Unsecured Term Loan Facility BAIDU, INC. as Company and SUMITOMO MITSUI BANKING CORPORATION as Lender CONTENTS Clause Page 1. Interpretation 1 2. Facility 8 3. Purpose 8 4. Conditions precedent 8 5. Utilisation Loan 9 6. Repayment 9 7. Prepayment and cancellation 10] [AU$235,000,000 TERM LOAN FACILITY AGREEMENT BAIDU, INC. (as Borrower) and AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED HONG KONG BRANCH (as Lender) 13 August Dated CONTENTS CLAUSE PAGE SECTION 1 INTERPRETATION 1. Definitions and Interpretation 1 SECTION 2 THE FACILITY 2. The Facility 12 3. Purpose 12 4. Conditions of Utilisation 12 SECTION 3 UTILISATION 5. Utilisation 13 SECTION 4] [List of Principal Subsidiaries and Consolidated Affiliated Entities Subsidiaries: Baidu Online Network Technology (Beijing) Co., Ltd. Incorporated in the PRC Baidu Holdings Limited Incorporated in the British Virgin Islands Baidu (China) Co., Ltd. Incorporated in the PRC Baidu.com Times Technology (Beijing) Co., Ltd. Incorporated in the PRC Baidu Japan Inc. Incorporated in Japan Baidu (Hong] [I, Robin Yanhong Li, certify that: 1. I have reviewed this annual report on Form 20-F of Baidu, 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 made,] [Certification by the Principal Financial Officer I, Jennifer Xinzhe Li, certify that: 1. I have reviewed this annual report on Form 20-F of Baidu, 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] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 14 d641077dex131.htm EX-13.1] [Certification by the Principal Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 15 d641077dex132.htm EX-13.2] [[Maples and Calder Letterhead] Baidu, Inc. Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing 100085 The Peoples Republic of China 28 March 2014 Dear Sirs Baidu, Inc. Annual Report SEC We consent to the reference to our firm under the heading Item 10.E. Additional InformationTaxationCayman Islands Taxation and Item 16G. Corporate Governance in Baidu Inc.s Annual Report on] [[Han Kun Law Offices Letterhead] March 28, 2014 Baidu, Inc. Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing Peoples Republic of China 100085 Dear Sir/Madam: Annual Report SEC We hereby consent to the reference of our name under the heading Item 4.B. Information on the CompanyBusiness OverviewRegulation in Baidu, Inc.s Annual Report on Form 20-F for the year] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) S-8 Registration Statement (Form (2) Registration Statement (Form S-8 No. 333-158678) pertaining to Baidu, Inc.s 2008 Share Incentive Plan, and (3) Registration Statement (Form F-3 No. 333-184757) of Baidu, Inc.; of our reports dated March 28, 2014, with respect to]
[FORM 10-K (Mark One) x For the fiscal year ended December 31, 2013 or o For the transition period from ______________ to ______________ CLEANTECH SOLUTIONS INTERNATIONAL, INC. ( ) NEVADA 90-0648920 ( or organization) (I.R.S. Employer Identification No.) No. 9 Yanyu Middle Road Qianzhou Village, Huishan District, Wuxi City Jiangsu Province, China 214181 ( (86) 51083397559 Copies to: Asher S.] [Leasing Contract for Mechanical Equipment Contract No.: 14-001 Lessor: Wuxi Fulland Wind Power Equipment Co., Ltd. Legal address: No.18, Huihe Road, Qianzhou Town, Huishan District, Wuxi City Legal representative: Wu Jianhua Board chairman Communication Address: No.18, Huihe Road, Qianzhou Town, Huishan District, Wuxi City Postcode: 214181 Tel: 0510-83386339 Fax: 0510-83386339 Lessee: Shanghai Liangting Metallurgy Roll Manufacture Co., Ltd. Legal address:] [LIST OF SUBSIDIARIES Name Ownership % Fulland, Limited, a Cayman Islands limited liability company, 100% owned 100% Green Power Environment Technology (Shanghai) Co., Ltd., a wholly foreign-owned enterprise organized under the laws of the People’s Republic of China and wholly-owned by Fulland Limited 100% Wuxi Fulland Wind Energy Equipment Co., Ltd., a wholly foreign-owned enterprise organized under the laws of] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM New York, NY March 28, 2014 EX-23.1 4 f10k2013ex23i_cleantech.htm CONSENT OF RBSM LLP] [SARBANES-OXLEY ACT OF 2002 I, Jianhua Wu, certify that: 1. I have reviewed this annual report on Form 10-K of Cleantech Solutions International, Inc.; 2. Based on my knowledge, this annual 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 OF PRINCIPAL FINANCIAL OFFICER SARBANES-OXLEY ACT OF 2002 I, Adam Wasserman, certify that: 1. I have reviewed this annual report on Form 10-K of Cleantech Solutions International, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [18 U.S.C. SECTION 1350, 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. Dated: March 28, 2014 Jianhua Wu Chief Executive Officer Adam Wasserman Chief Financial Officer and Principal Financial and Accounting Officer EX-32.1 7 f10k2013ex32i_cleantech.htm CERTIFICATION]
[[CITIBANK LETTERHEAD] March 28, 2014 Via EDGAR and Telecopier 100 F Street, N.E. Attention : Paul Dudek, Esq Division of International Corporate Finance Fax: (202) 772-9207 Re: Tarena International, Inc. Registration Statement on Form F-6 (Registration No.: 333-194662) Dear Mr. Dudek: Depositary Company Citibank N.A., as depositary (the “ Please call me at (212) 816-6351 if you have any questions.]
[] [CODE OF ETHICS OF NF ENERGY SAVING CORPORATION I. Objectives NF Energy Saving Corporation (the “Company”) is committed to the highest level of ethical behavior. The Company's business success depends upon the reputation of the Company and its directors, officer and employees to perform with the highest level of integrity and principled business conduct. · Honest and ethical conduct, including] [Name Place of incorporation and kind of legal entity Liaoning Nengfa Weiye Energy Technology Co. Ltd. The PRC, a limited liability company Liaoning Nengfa Weiye Tei Fa Sales Co., Ltd. The PRC, a limited liability company] [Consent of Independent Registered Public Accounting Firm The Board of Directors NF Energy Saving Corporation We consent to the incorporation by reference in the Registration Statement of NF Energy Saving Corporation (the “Company”) on Form S-3 (File No. 333-172537) of our report dated March 28, 2014 on our audit of the Company’s financial statements as of December 31, 2013 and] [Certification I, Gang Li, certify that: 1. I have reviewed this Annual Report on Form 10-K of NF Energy Saving Corporation. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [Certification I, Lihua Wang certify that: 1. I have reviewed this Annual Report on Form 10-K of NF Energy Saving Corporation. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [18 U.S.C. SECTION 1350 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 for the fiscal year ended December 31, 2013. Gang Li Chief Executive Officer] [18 U.S.C. SECTION 1350 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 result of operations of the Company for the fiscal year ended December 31, 2013. Lihua Wang Chief Executive Financial Officer Principal Financial Officer ( .]
[[CITIBANK LETTERHEAD] March 28, 2014 Via EDGAR and Telecopier 100 F Street, N.E. Attention : Paul Dudek, Esq Division of International Corporate Finance Fax: (202) 772-9207 Re: Tarena International, Inc. Registration Statement on Form F-6 (Registration No.: 333-194662) Dear Mr. Dudek: Depositary Company Citibank N.A., as depositary (the “ Please call me at (212) 816-6351 if you have any questions.]
