[1.(a) Names of Reporting Persons. DLS Capital Management, LLC (b) Tax ID 27-0127949 ---------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [] (b) [] -------------------------------------------------------------------- 3. SEC Use Only . . . . . . . . . . . . . . . . . . . . . . . .]
[April 13, 2014 PERSONAL AND CONFIDENTIAL Highpower International, Inc. Building 1, 68 Xinxia Street, Pinghu Town Longgang District, Shenzhen Guangdong, China 518111 Attention: Dangyu Pan, Chairman of the Board and CEO Dear Sirs: Agreement Broker Company This letter will confirm the understanding and agreement (the “ 1. Engagement Investors Securities Transactions 2. Broker’s Role (a) Offering Documents Review any offering] [highpower international, inc. Holder Initial Exercise Date Termination Date Company Section 1 Definitions Purchase Agreement Section 2 Exercise 1 Exercise Price $6.33 Exercise Price b) Cashless Exercise c) (A) = (B) = (X) = VWAP “ 2 Mechanics of Exercise d) DWAC i. ii. Rescission Rights iii. 3 Buy-In iv. No Fractional Shares or Scrip v. Charges, Taxes and Expenses] [April 16, 2014 Highpower International, Inc. Building A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang, Shenzhen, Guangdong, 518111 People’s Republic of China Re: Registration Statement on Form S-3 Commission File No. 333-192168 Ladies and Gentlemen: Based upon the foregoing and subject to the assumptions, limitations and exceptions set forth herein, we are of the opinion that, as of the date hereof:] [SECURITIES PURCHASE AGREEMENT Agreement Company Purchaser Purchasers This Securities Purchase Agreement (this “ Securities Act NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows: ARTICLE I. Definitions 1.1 Acquiring Person “ Action “] [Highpower International Announces $5.05 Million Registered Direct Offering SAN FRANCISCO, USA and SHENZHEN, CHINA-(April 14, 2014) - Highpower International, Inc. (NASDAQ: HPJ) Highpower International intends to use the proceeds of the offering for general corporate purposes, including research and development, sales and marketing, general and administrative, manufacturing, and capital expenditures. Ardour Capital Investments, LLC acted as the exclusive placement agent] []
[o x Yes Not applicable]
[April 13, 2014 PERSONAL AND CONFIDENTIAL Highpower International, Inc. Building 1, 68 Xinxia Street, Pinghu Town Longgang District, Shenzhen Guangdong, China 518111 Attention: Dangyu Pan, Chairman of the Board and CEO Dear Sirs: Agreement Broker Company This letter will confirm the understanding and agreement (the “ 1. Engagement Investors Securities Transactions 2. Broker’s Role (a) Offering Documents Review any offering] [highpower international, inc. Holder Initial Exercise Date Termination Date Company Section 1 Definitions Purchase Agreement Section 2 Exercise 1 Exercise Price $6.33 Exercise Price b) Cashless Exercise c) (A) = (B) = (X) = VWAP “ 2 Mechanics of Exercise d) DWAC i. ii. Rescission Rights iii. 3 Buy-In iv. No Fractional Shares or Scrip v. Charges, Taxes and Expenses] [April 16, 2014 Highpower International, Inc. Building A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang, Shenzhen, Guangdong, 518111 People’s Republic of China Re: Registration Statement on Form S-3 Commission File No. 333-192168 Ladies and Gentlemen: Based upon the foregoing and subject to the assumptions, limitations and exceptions set forth herein, we are of the opinion that, as of the date hereof:] [SECURITIES PURCHASE AGREEMENT Agreement Company Purchaser Purchasers This Securities Purchase Agreement (this “ Securities Act NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows: ARTICLE I. Definitions 1.1 Acquiring Person “ Action “] [Highpower International Announces $5.05 Million Registered Direct Offering SAN FRANCISCO, USA and SHENZHEN, CHINA-(April 14, 2014) - Highpower International, Inc. (NASDAQ: HPJ) Highpower International intends to use the proceeds of the offering for general corporate purposes, including research and development, sales and marketing, general and administrative, manufacturing, and capital expenditures. Ardour Capital Investments, LLC acted as the exclusive placement agent] []
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[o x Yes Not applicable]
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[FORM 20-F (Mark One) o OR x OR o OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . For the transition period from to Youku Tudou Inc. N/A Cayman Islands (Jurisdiction of incorporation or organization) 11/F, SinoSteel Plaza 8 Haidian] [BUSINESS OPERATIONS AGREEMENT Agreement PRC This Business Operations Agreement (this by and among the following parties: (1) PARTY A: 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. Legal Address: Section D, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (2) PARTY B: ZHEJIANG DONGYANG TIANSHI MEDIA LIMITED. Legal Address: C3-015-A, Hengdian Television] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this (1) PLEDGEE: 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. Legal Address: Section A and C, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo and (2) PLEDGORS: LU WEN, a PRC citizen whose PRC identification number is 420111197001125521and whose residential] [POWER OF ATTORNEY PRC I, LU Wen, a citizen of the Peoples Republic of China (the Authorizee to the extent permitted by the PRC Law, as my sole attorney to singly exercise, in the manner as approved by Youku Tudou Inc., Dongyang Tianshi 1Verge Information , HU Qiong Operations Agreement I confirm and acknowledge that I authori zed] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this (1) Youku Tudou Inc, (Youku Cayman) a Cayman Islands exempted company (2) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. 1Verge Internet ( Legal Address: Section D, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (3) LU WEN , a PRC citizen] [BUSINESS OPERATIONS AGREEMENT Agreement PRC This Business Operations Agreement (this by and among the following parties: (1) PARTY A: RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD Legal Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-technology Zone, Shanghai, PRC. Legal Representative: YANG Weidong (2) SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD PARTY B:] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this (1) PLEDGEE: RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD Registered Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-technology Zone, Shanghai, PRC. Legal Representative: YANG Weidong and (2) PLEDGOR: Qin Qiong ID Card No: 310108197109214485 Address: Room 702, No 2, Lane 1220, Jiangning] [POWER OF ATTORNEY PRC I, Qin Qiong, citizen of the Peoples Republic of China (the any individual WFOE appointed, in writing, by Reshuffle Technology (Shanghai) Co., Ltd. ( Authorizee ( , in the manner as approved by Youku Tudou Inc., POA the following powers and rights during the term of this Power of Attorney ( Shanghai Quan Toodou Operations] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this (1) YOUKU TUDOU INC. (YOUKU Cayman) (2) RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD. WFOE ( (3) Qin Qiong Grantor , a PRC citizen whose PRC identification number is 310108197109214485, and whose residential address is Room 702, No 2, Lane 1220, Jiangning Road, Putuo District, Shanghai ( (4) SHANGHAI QUAN TOODOU] [LOAN AGREEMENT Agreement PRC This Loan Agreement (this by and among the following parties : (1) RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD PARTY A: Lender ( Legal Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-technology Zone, Shanghai, PRC Legal Representative: YANG Weidong and (2) Qin Qiong Borrower ( ID Card No: 310108197109214485 Address:] [Equity Transfer Agreement (translated version) This Agreement is executed as of September 2, 2013 by and between: Transferor: Yu Zhou ID Card No.: 370203197209032018 (Party A) Transferee: Qin Qiong ID Card No.: 310108197109214485 (Party B) SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD (the Target Company) has a registered capital of RMB 150 million, of which Qin Qiong contributed] [Youku Tudou Inc. Significant Subsidiaries 1Verge Internet Technology (Beijing) Co., Ltd., a PRC company Jet Brilliant Limited, a Hong Kong company Beiijng Jet Brilliant Advertising Co., Ltd., a PRC company Youku Video (Xian) Media Technology Co., Ltd., a PRC company Trade Lead Investments Ltd., a British Virgin Islands company Tudou Holdings Limited, a Cayman Islands company StarCloud Media Co., Limited,] [Certification by the Chief Executive Officer I, Victor Wing Cheung Koo, certify that: 1. I have reviewed this annual report on Form 20-F of Youku Tudou Inc. (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] [Certification by the Chief Financial Officer I, Michael Ge Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Youku Tudou Inc. (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] [Certification by the Chief Executive 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. April 16, 2014 Victor Wing Cheung Koo Victor Wing Cheung Koo Chief Executive Officer EX-13.1 15 a14-5549_1ex13d1.htm EX-13.1] [Certification by the Chief 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. April 16, 2014 Michael Ge Xu Michael Ge Xu Chief Financial Officer 1 EX-13.2 16 a14-5549_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-184093) pertaining to the Youku Tudou Inc. Share Incentive Plan and the Amended and Restated Tudou Holdings Limited 2010 Share Incentive Plan, and the Registration Statement (Form S-8 No. 333-171454) pertaining to the 2006 Stock Option Scheme and 2010] [April 16, 2014 Youku Tudou Inc. 11/F, SinoSteel Plaza 8 Haidian Street, Haidian District Beijing 100080 The Peoples Republic of China Ladies and Gentlemen, Yours faithfully, EX-15.2 18 a14-5549_1ex15d2.htm EX-15.2]
