[CALCULATION OF REGISTRATION FEE Title of each class of securities (1) to be registered Proposed (2)(3) aggregate Amount of Class A ordinary shares, par value US$0.0001 US$115,000,000 US$14,812 (1) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each American] [Company No.: OI-266534 THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF IDREAMSKY TECHNOLOGY LIMITED rd Incorporated on the 23 th Third Amended and Restated on the 10 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2012 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF IDREAMSKY TECHNOLOGY LIMITED (adopted by] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF IDREAMSKY TECHNOLOGY LIMITED (adopted by a Special Resolution on 1 July 2014 and effective immediately upon the completion of the Company’s listing of Class A Ordinary Shares represented by American Depositary Shares) THE COMPANIES LAW (2013 REVISION) OF] [[Letterhead of Maples and Calder] Our ref SSY/689397-000001/7204251v2 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com iDreamSky Technology Limited 16/F, A3 Building, Kexing Science Park 15 Keyuan Road North, Nanshan District Shenzhen, Guangdong, 518057 The People’s Republic of China 3 July 2014 Dear Sirs iDreamSky Technology Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T July 3, 2014 To: iDreamSky Technology Limited 16/F, A3 Building, Kexing Science Park, 15 Keyuan Road North, Nanshan District, Shenzhen, Guangdong, 518057, The People’s Republic of China PRC China We are qualified lawyers of the] [IDREAMSKY TECHNOLOGY LIMITED SHARE INCENTIVE PLAN TABLE OF CONTENTS Page 1. PURPOSE OF THE PLAN 1 2. ADMINISTRATION 1 2.1 Administrator 1 2.2 Plan Awards; Interpretation; Powers of Administrator 2 2.3 Binding Determinations 3 2.4 Reliance on Experts 3 2.5 Delegation 3 3. ELIGIBILITY 3 4. SHARES SUBJECT TO THE PLAN 4 4.1 Shares Available 4] [IDREAMSKY TECHNOLOGY LIMITED 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE The purpose of the iDreamSky Technology Limited 2014 Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of iDreamSky Technology Limited (the “Company”) by linking the personal interests of the members of the Board, Employees and Consultants to those of Company shareholders and by providing] [EMPLOYMENT AGREEMENT Agreement” Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS 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). The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement. AGREEMENT] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This Indemnification Agreement (this “ RECITALS Board of Directors The Board of Directors of the Company (the “ AGREEMENT In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows: A. DEFINITIONS The following terms shall have the meanings defined below: Expenses Indemnifiable Event Participant] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of March 12, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu, Party C: Shenzhen iDreamSky Technology Co., Ltd. In this Agreement, each of Party] [Loan Agreement This Loan Agreement (the “Agreement”) is made and entered into by and between the Parties below as of March 12, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): (1) Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (2) CHEN Xiangyu The Lender and the Borrower shall each be hereinafter referred to as a “Party”] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on March 12, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Shenzhen iDreamSky Technology Co., Ltd. In this Agreement, each] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders’ meetings of Shenzhen iDreamSky; 2) exercise all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China] [Spousal Consent Transaction Documents iDreamSky (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the “ (2) The Exclusive Option Agreement entered into between the WFOE and iDreamSky; (3) The Power of Attorney executed by Chen Xiangyu; (4) The Loan Agreement entered into with the WFOE. I] [Framework Agreement Agreement This Framework Agreement (the “ 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the “ 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Huaxiu Shenzhen Huaxiu Investment Co., Ltd. (“ 4. Company Shenzhen iDreamSky Technology Co., Ltd. (the “ For the purpose of this Agreement, each of the WFOE, Chen Xiangyu,] [Framework Agreement Agreement This Framework Agreement (the “ 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the “ 2. Chen Xiangyu, a Chinese citizen, whose identification number is ; 3. Company Shenzhen iDreamSky Technology Co., Ltd. (the “ For the purpose of this Agreement, each of the WFOE, Chen Xiangyu and the Company is referred to as] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of March 5, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd., Party B: CHEN Xiangyu, Party C: Shenzhen Mengyu Technology Co., Ltd., In this Agreement, each of Party] [Loan Agreement This Loan Agreement (the “Agreement”) is made and entered into by and between the Parties below as of March 5, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): (1) Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (2) CHEN Xiangyu The Lender and the Borrower shall each be hereinafter referred to as a “Party”] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on March 5, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Shenzhen Mengyu Technology Co., Ltd., In this Agreement, each] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders’ meetings of Mengyu; 2) exercise all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China and] [Spousal Consent Li Xia Transaction Documents Mengyu (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the “ (2) The Exclusive Option Agreement entered into between the WFOE and Mengyu; (3) The Power of Attorney executed by Chen Xiangyu; (4) The Loan Agreement entered into with the] [Framework Agreement Agreement This Framework Agreement (the “ 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the “ 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Guan Song, a Chinese citizen, whose identification number is 4. Company Shenzhen Mengyu Technology Co., Ltd. (the “ For the purpose of this Agreement, each of the WFOE,] [Framework Agreement Agreement This Framework Agreement (the “ 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the “ 2. Chen Xiangyu, a Chinese citizen, whose identification number is ; 3. Guan Song, a Chinese citizen, whose identification number is ; and 4. Company Shenzhen Mengyu Technology Co., Ltd. (the “ For the purpose of this Agreement, each] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of November 29, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu, Party C: Beijing Chuangmeng Wuxian Technology Co., Ltd. In this Agreement, each of] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 29, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Beijing Chuangmeng Wuxian Technology Co., Ltd. In this Agreement,] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders’ meetings of Beijing Chuangmeng; 2) exercise all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China] [Spousal Consent Li Xia Transaction Documents Beijing Chuangmeng (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the “ (2) The Exclusive Option Agreement entered into between the WFOE and Beijing Chuangmeng; (3) The Power of Attorney executed by Chen Xiangyu. I hereby undertake not to make] [Framework Agreement Agreement This Framework Agreement (the “ 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the “ 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Li Meiping, a Chinese citizen, whose identification number is 4. Guan Song, a Chinese citizen, whose identification number is 5. Company Beijing Chuangmeng Wuxian Technology Co., Ltd. (the] [Science Park Branch of Shenzhen Kexing Biotech Co., Ltd. KXZLA2(2013)001 Lease Contract of Kexing Science Park Lessor: Science Park Branch of Shenzhen Kexing Biotech Co., Ltd. (“Party A”) Lessee: Shenzhen iDreamSky Technology Co., Ltd. (“Party B”) Law of the People’s Republic of China This Contract is entered into by and between Party A and Party B (collectively, the “Parties”) under] [Execution Version IDREAMSKY TECHNOLOGY LIMITED PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement Execution Date THIS PREFERRED SHARE SUBSCRIPTION AGREEMENT (the “ (1) Company iDreamSky Technology Limited, an exempted limited liability company organized under the laws of the Cayman Islands (the “ (2) Beijing DC Beijing Chuangmeng Wuxian Technology Co., Ltd. (3) Chuang Meng Shenzhen iDreamSky Technology Co., Ltd. (4) Mengyu Domestic Enterprises] [ACT IDREAMSKY TECHNOLOGY LIMITED THIS CERTIFIES THAT, Name of Holder as set forth in Annex A [ Holder Company Maximum Aggregate Exercise Price as set forth in Annex A [ Purchase Agreement Certain Definitions. 1. Control Controlling Controlled “ Exercise Period “ Exercise Price Per Share “ Permitted Transferee “ Person “ Securities Act “ “ Unless otherwise stipulated, the] [Execution Version IDREAMSKY TECHNOLOGY LIMITED PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement THIS PREFERRED SHARE SUBSCRIPTION AGREEMENT (the “ (1) Company iDreamSky Technology Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “ (2) HK Company iDreamSky Technology (HK) Limited (3) WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (4) Beijing DC Beijing Chuangmeng] [REPURCHASE AGREEMENT Agreement Effective Date This Repurchase Agreement (this “ (1) iDreamSky Technology Limited Company (2) Name and Particulars of the Sole Shareholder of the Seller [ 1 Name and Particulars of the Seller as set forth in Annex A [ Seller [ RECITALS Securities Owned as set forth in Annex A [ Whereas, as of the date of this] [Execution Version IDREAMSKY TECHNOLOGY LIMITED SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Agreement THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “ (1) Company iDreamSky Technology Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “ (2) HK Company iDreamSky Technology (HK) Limited (创梦天地科技(香港)有限公司), a limited liability company incorporated under the laws of Hong Kong] [REGIONAL DISTRIBUTION AGREEMENT v1.04 th Halfbrick Studios Pty. Ltd. SHENZHEN IDREAMSKY TECHNOLOGY CO. LTD. THIS AGREEMENT, dated the 7 WHEREAS, the Licensor is the owner or licensee of certain applications of use on mobile, smartphone or tablet devices, such as games and hereinafter described; WHEREAS, the Licensor desires to grant to the Distributor the exclusive right to distribute, market and] [Agreement Effective Date This PUBLISHER LICENCE AGREEMENT (the “ Between: (1) IMANGI STUDIOS, LLC (2) CHUANGMENG WUXIAN (BEIJING) INFORMATION & TECHNOLOGY CO., LTD. iDreamsky Party Parties each a “ BACKGROUND (A) Content Provider is a game developer and is the developer and owner of “Temple Run” & “Temple Run 2”, a mobile game on the smartphone gaming platform. Content Provider] [Kiloo ApS • Klostergade 28, 1 • 8000 Aarhus C • Denmark Phone: +45 86 122 234 www.kiloo.com info@kiloo.com iDreamSky (Shenzhen Mengyu Technology Co., Ltd.) Mr. Jeff Lyndon 7/B1 B2, 9/B5 Evoc Technology Building No.31 Gaoxin Central Avenue 4th Nanshan District, Shenzhen China 13th of May 2013 Dear Jeff, The attached binding term sheet (the “Term Sheet”) sets forth the] [Game Business Cooperation Agreement between China Mobile Group Jiangsu Co., Ltd. and Shenzhen iDreamSky Technology Co., Ltd. Place of Signing: Nanjing, Jiangsu Party A: Address: Zip Code: Fax: Deposit Bank: Bank Account: State Tax Taxpayer Identification Number: Party B: Address: Zip Code: Fax: Deposit Bank: Bank Account: State Tax Taxpayer Identification Number: In order to fully leverage the advantages of] [Mobile Market Developer Service Agreement The “Mobile Market Developer Service” (the “Service”) refers to the billing, fee collection and payment service provided by the Mobile Market (the “Market”) to developers in connection with APPs. This Agreement is entered into by and between you and the Market. ARTICLE 1 1.1 The provisions hereunder may have material impact on your interest and] [Payment Authority Agreement Between China Unicom WoStore And (Content Provider: Shenzhen iDreamSky Technology Co., Ltd.) Venue of execution: Shanghai Page 1 of 22 Party A: China United Network Communications Limited, Shanghai Branch Legal Representative: Cai Quangen Registered Address: 410 Yan Qiao Road, Shanghai Business Registration No.: Long Chunyu Business Contact Person: Business Contact Address: 30F 1033 Chang Ning Road, Changning] [Jiangsu Telecom Contract No.: JSXCS1200166CC000 Cooperation Agreement on Mobile Game Business Between Dazzle Interactive Network Technologies Co., Ltd. And Shenzhen iDreamSky Technology Co., Ltd. Party A: Dazzle Interactive Network Technologies Co., Ltd. Address: 4F, Han Zhong Hua Mansion, 268 Han Zhong Road, Gu Lou District, Nanjing Zip code: 210001 Contact person: Chen Xi Tel: Name of account: Dazzle Interactive Network] [List of Subsidiaries Subsidiaries Name Jurisdiction of Incorporation iDreamSky Technology (HK) Limited Hong Kong Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. People’s Republic of China (“PRC”) Affiliated Entities Name Jurisdiction of Incorporation Beijing Chuangmeng Wuxian Technology Co., Ltd. PRC Shenzhen iDreamSky Technology Co., Ltd. PRC Shenzhen Mengyu Technology Co., Ltd. PRC Shenzhen Yiyou Technology Limited PRC Shenzhen Zhuoyou Technology] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of our report dated April 11, 2014, except for the effect of the share split described in Note 1.3 of the consolidated financial statements, as to which the date is July 3, 2014, relating to the consolidated financial statements of] [Consent of Analysys International 26-Jun, 2014 iDreamSky Technology Limited 16/F, A3 Building, Kexing Science Park 15 Keyuan Road North, Nanshan District Shenzhen, Guangdong, 518057 The People’s Republic of China Ladies and Gentlemen: Registration Statement Prospectus Offering Company SEC Marketing Materials Future SEC Filings Future Offering Documents Websites Analysys International hereby consents to the references to its name in (i) the] [CODE OF BUSINESS CONDUCT AND ETHICS of iDreamSky Technology Limited INTRODUCTION Purpose This Code applies to all of the directors, officers and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “Company” in this Code). We refer to all persons covered by this Code as “Company employees” or simply “employees.”]