CMCM [Cheetah Mobile] F-1/A: (Original Filing)

[PROSPECTUS (Subject to Completion) Issued , 2014 American Depositary Shares Cheetah Mobile Inc. REPRESENTING CLASS A ORDINARY SHARES Cheetah Mobile Inc., formerly known as Kingsoft Internet Software Holdings Limited, is offering American depositary shares, or ADSs. This is our initial public offering and no public market exists for the ADSs or our shares. We anticipate that the initial public offering] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHEETAH MOBILE INC. (adopted by a Special Resolution passed on April 2, 2014 and effective conditional and immediately prior to the completion of the initial public offering of the Company’s American Depositary Shares representing its Class A] [CHEETAH MOBILE INC. Number Class A Ordinary Share(s) -[no. of shares]- Incorporated under the laws of the Cayman Islands Share capital is the aggregate of US$250,000 10,000,000,000 Shares 7,600,000,000 Class A Ordinary Shares US$0.000025 (i) 1,400,000,000 Class B Ordinary Shares US$0.000025 (ii) 1,000,000,000 Shares US$0.000025 [name of shareholder] [no. of shares] THIS IS TO CERTIFY THAT DIRECTOR TRANSFER I (the] [Our ref SSY/688223-000001/6752781v3 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com Cheetah Mobile Inc. 12/F, Fosun International Center Tower No. 237 Chaoyang North Road Chaoyang District, Beijing 100022 People’s Republic of China 22 April 2014 Dear Sirs Cheetah Mobile Inc. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Cheetah Mobile Inc. (the “ 1 Documents] [Cooperation Framework Agreement th The cooperation framework agreement (“the Agreement”) is concluded and signed on the date of Dec. 27 Party A: Kingsoft Corporation Limited Address: Kingsoft Building, No.33 Xiaoying West Road, Haidian District, Beijing (100085) Party B: Kingsoft Internet Software Holdings Limited Address: Floor 12, Fosun International Center, No. 237 Chaoyang North Road, Chaoyang District, Beijing Through friendly consultations,] [Contract No.: 151215UD0118 Cooperation Agreement Party A: Party B: May 2012 1 This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People’s Republic of China (hereinafter referred to as “PRC”): Beike Internet Security Technology Co., Ltd. Party A: Legal Representative: Jun Lei Address: Room 2101, 12/F, Fuxing International Center, No.237, North Chaoyang Road,] [Contract No.: 151215UD0119 Cooperation Agreement Party A: Party B: May 2012 1 This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People’s Republic of China (hereinafter referred to as “PRC”): Beike Internet Security Technology Co., Ltd. Party A: Address: Room 2101, 12/F, Fuxing International Center, No. 237, North Chaoyang Road, Chaoyang District, Beijing.] [Contract No.: 151315HAO00007 Cooperation Agreement Party A: Party B: March 2013 1 This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People’s Republic of China (hereinafter referred to as “PRC”): Beike Internet Security Technology Co., Ltd. Party A: Address: Room 2101, 12/F, Fuxing International Center, No. 237, North Chaoyang Road, Chaoyang District, Beijing.] [Contract No.: 151315UD0081 Cooperation Agreement Party A: Party B: April 2013 1 This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People’s Republic of China (hereinafter referred to as “PRC”): Beike Internet Security Technology Co., Ltd. Address: Room 2101, 12/F, Fuxing International Center, No.237, North Chaoyang Road, Chaoyang District, Beijing. Attention: Tel: E-mail:] [Intellectual Property Transfer and License Framework Agreement This Intellectual Property Transfer and License Framework Agreement (“this Agreement”) was reached by and among the following parties on April 1, 2014 in Beijing: Party A: Party B: (Each a “Party” and collectively, the “Parties”) Whereas, The subsidiaries of Party A and the subsidiaries of Party B entered into an authorization and licensing] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 6, 2014, in the Registration Statement and related Prospectus of Cheetah Mobile Inc. for the registration of its Class A ordinary shares. Beijing, the People’s Republic of China April 22, 2014 EX-23.1] [CHEETAH MOBILE 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]

By | 2016-03-30T07:32:47+00:00 April 22nd, 2014|Categories: Chinese Stocks, CMCM, SEC Original|Tags: , , , , , |0 Comments
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CMCM [Cheetah Mobile] F-1/A: PROSPECTUS (Subject to Completion) Issued , 2014 American

[PROSPECTUS (Subject to Completion) Issued , 2014 American Depositary Shares Cheetah Mobile Inc. REPRESENTING CLASS A ORDINARY SHARES Cheetah Mobile Inc., formerly known as Kingsoft Internet Software Holdings Limited, is offering American depositary shares, or ADSs. This is our initial public offering and no public market exists for the ADSs or our shares. We anticipate that the initial public offering] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHEETAH MOBILE INC. (adopted by a Special Resolution passed on April 2, 2014 and effective conditional and immediately prior to the completion of the initial public offering of the Company’s American Depositary Shares representing its Class A] [CHEETAH MOBILE INC. Number Class A Ordinary Share(s) -[no. of shares]- Incorporated under the laws of the Cayman Islands Share capital is the aggregate of US$250,000 10,000,000,000 Shares 7,600,000,000 Class A Ordinary Shares US$0.000025 (i) 1,400,000,000 Class B Ordinary Shares US$0.000025 (ii) 1,000,000,000 Shares US$0.000025 [name of shareholder] [no. of shares] THIS IS TO CERTIFY THAT DIRECTOR TRANSFER I (the] [Our ref SSY/688223-000001/6752781v3 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com Cheetah Mobile Inc. 12/F, Fosun International Center Tower No. 237 Chaoyang North Road Chaoyang District, Beijing 100022 People’s Republic of China 22 April 2014 Dear Sirs Cheetah Mobile Inc. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Cheetah Mobile Inc. (the “ 1 Documents] [Cooperation Framework Agreement th The cooperation framework agreement (“the Agreement”) is concluded and signed on the date of Dec. 27 Party A: Kingsoft Corporation Limited Address: Kingsoft Building, No.33 Xiaoying West Road, Haidian District, Beijing (100085) Party B: Kingsoft Internet Software Holdings Limited Address: Floor 12, Fosun International Center, No. 237 Chaoyang North Road, Chaoyang District, Beijing Through friendly consultations,] [Contract No.: 151215UD0118 Cooperation Agreement Party A: Party B: May 2012 1 This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People’s Republic of China (hereinafter referred to as “PRC”): Beike Internet Security Technology Co., Ltd. Party A: Legal Representative: Jun Lei Address: Room 2101, 12/F, Fuxing International Center, No.237, North Chaoyang Road,] [Contract No.: 151215UD0119 Cooperation Agreement Party A: Party B: May 2012 1 This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People’s Republic of China (hereinafter referred to as “PRC”): Beike Internet Security Technology Co., Ltd. Party A: Address: Room 2101, 12/F, Fuxing International Center, No. 237, North Chaoyang Road, Chaoyang District, Beijing.] [Contract No.: 151315HAO00007 Cooperation Agreement Party A: Party B: March 2013 1 This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People’s Republic of China (hereinafter referred to as “PRC”): Beike Internet Security Technology Co., Ltd. Party A: Address: Room 2101, 12/F, Fuxing International Center, No. 237, North Chaoyang Road, Chaoyang District, Beijing.] [Contract No.: 151315UD0081 Cooperation Agreement Party A: Party B: April 2013 1 This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People’s Republic of China (hereinafter referred to as “PRC”): Beike Internet Security Technology Co., Ltd. Address: Room 2101, 12/F, Fuxing International Center, No.237, North Chaoyang Road, Chaoyang District, Beijing. Attention: Tel: E-mail:] [Intellectual Property Transfer and License Framework Agreement This Intellectual Property Transfer and License Framework Agreement (“this Agreement”) was reached by and among the following parties on April 1, 2014 in Beijing: Party A: Party B: (Each a “Party” and collectively, the “Parties”) Whereas, The subsidiaries of Party A and the subsidiaries of Party B entered into an authorization and licensing] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 6, 2014, in the Registration Statement and related Prospectus of Cheetah Mobile Inc. for the registration of its Class A ordinary shares. Beijing, the People’s Republic of China April 22, 2014 EX-23.1] [CHEETAH MOBILE 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]

By | 2016-03-30T07:33:52+00:00 April 22nd, 2014|Categories: Chinese Stocks, CMCM, Webplus ver|Tags: , , , , , |0 Comments
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NPD [China Nepstar Chain Drugstore] 20-F: (Original Filing)

[CHINA NEPSTAR CHAIN DRUGSTORE LTD. ANNUAL REPORT ON FORM 20-F PAGE CONVENTIONS THAT APPLY TO THIS ANNUAL REPORT ON FORM 20-F 1 PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 2 ITEM 4. INFORMATION ON THE COMPANY 28 ITEM 4A. UNRESOLVED STAFF COMMENTS 43] [ENTRUSTMENT LOAN AGREEMENT (For Corporate Business) Serial No.: Xing Yin Shen Tian An Wei Jie Zi (2013) No. 0005 Shenzhen Nepstar Pharmaceutical Co., Ltd. Entrustor: Domicile: Legal Representative/Principal Officer: Contact Person: Mailing Address: Postal Code: Telephone Number: Shenzhen Tian’an Branch of Industrial Bank Co., Ltd. (the “ Industrial Bank”) Domicile: Legal Representative/Principal Officer: Contact Person: Mailing Address:] [ENTRUSTMENT LOAN AGREEMENT (For Corporate Business) Serial No.: Xing Yin Shen Tian An Wei Jie Zi (2013) No. 0006 Shenzhen Nepstar Pharmaceutical Co., Ltd. Domicile: Legal Representative/Principal Officer: Contact Person: Mailing Address: Postal Code: Telephone Number: Shenzhen Tian’an Branch of Industrial Bank Co., Ltd. (the “ Industrial Bank”) Domicile: Legal Representative/Principal Officer: Contact Person: Mailing Address:] [SUBSIDIARIES OF THE COMPANY Wholly-owned subsidiaries, each of which is duly incorporated in the PRC: • Shenzhen Nepstar Pharmaceutical Electronic Technologies Ltd. • Shenzhen Nepstar Commerce Development Ltd. • Shenzhen Jinfu Logistics Service Co., Ltd. • Shenzhen Wisconsin Trading Development Co., Ltd. • Shenzhen Nepstar Pharmaceutical Co., Ltd. Consolidated entities, each of which is duly incorporated in the PRC: •] [Certification by the Chief Executive Officer Sarbanes-Oxley Act of 2002 I, Fuxiang Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of China Nepstar Chain Drugstore 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] [Certification by the Chief Financial Officer Sarbanes-Oxley Act of 2002 I, Zixin Shao, certify that: 1. I have reviewed this annual report on Form 20-F of China Nepstar Chain Drugstore 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] [Certification by the Chief Executive Officer Sarbanes-Oxley Act of 2002 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Fuxiang Zhang Chief Executive Officer EX-13.1 7 d617665dex131.htm EX-13.1] [Certification by the Chief Financial Officer Sarbanes-Oxley Act of 2002 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Zixin Shao Chief Financial Officer EX-13.2 8 d617665dex132.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm To the Board of Directors China Nepstar Chain Drugstore Ltd.: We consent to the incorporation by reference in the registration statement (No. 333-147702) on Form S-8 of China Nepstar Chain Drugstore Ltd. of our reports dated April 22, 2014, with respect to the consolidated balance sheets of China Nepstar Chain Drugstore Ltd. and]

By | 2016-03-30T09:16:11+00:00 April 22nd, 2014|Categories: Chinese Stocks, NPD, SEC Original|Tags: , , , , , |0 Comments
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CEO [CNOOC] 6-K: (Original Filing)

[CNOOC Limited Announces Proposed Offering of Guaranteed Notes CNOOC Limited (the “Company”, NYSE: CEO, SEHK: 00883, TSX: CNU) announced on April 23, 2014 (Hong Kong time) that it intended to offer, subject to market and other conditions, guaranteed notes (the “Notes”) in three series. The Notes will be issued by CNOOC Nexen Finance (2014) ULC, an indirect wholly owned subsidiary]

By | 2016-04-01T00:34:09+00:00 April 22nd, 2014|Categories: CEO, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments
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MONT [MONTAGE TECHNOLOGY] 8-K: (Original Filing)

[Montage Receives Notice of Non-Compliance from NASDAQ SHANGHAI, China, April 22, 2014 The Company disclosed in its Form 12b-25 Notification of Late Filing, filed on March 31, 2014, that its Form 10-K for the year ended December 31, 2013 cannot be finalized until the completion of the audit committee’s review of allegations contained in reports issued by Gravity Research and] [Montage Announces Report Concerning Audit Committee Review SHANGHAI, China, April 22, 2014 As noted in a report from these advisors to the audit committee, based upon the investigative procedures performed, the information considered to date and subject to the limitations specified in the report: • the cash, cash equivalents, and short-term investments reflected in the Company’s records and/or publicly reported] [Item 3.01 Notice of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing The Company disclosed in its Form 12b-25 Notification of Late Filing, filed on March 31, 2014, that its Form 10-K for the year ended December 31, 2013 cannot be finalized until the completion of the audit committee’s review of allegations contained in reports issued]

By | 2016-03-20T01:46:52+00:00 April 22nd, 2014|Categories: Chinese Stocks, MONT, SEC Original|Tags: , , , , , |0 Comments
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