[CALCULATION OF REGISTRATION FEE Title of each class of (2)(3) Proposed maximum aggregate Amount of registration fee (1) Class A Ordinary Shares, par value $0.0001 per share $300,000,000 $34,860 (1) American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each American] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MOMO INC. (adopted by special resolution passed on 11 July 2014 and effective upon continuation in the Cayman Islands on 17 July 2014) THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND] [Execution Version MOMO TECHNOLOGY COMPANY LIMITED THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Agreement th Company Schedule 1 Investor Investors Schedule 2(A) Founder Founders Founder Holdco Founder Holdcos Founder Parties HK Co Domestic Company WFOE This THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (the “ RECITALS WHEREAS Prior Shareholders’ Agreement WHEREAS Purchase Agreement Schedule 1 WHEREAS NOW, THEREFORE, THE PARTIES HEREBY AGREE] [Our ref Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com Momo Inc. 20th Floor, Block B Tower 2, Wangjing SOHO No. 1 Futongdong Street Chaoyang District, Beijing 100102 People’s Republic of China — [ Dear Sirs Momo Inc. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Momo Inc. (the “ 1 Documents Reviewed For the] [MOMO TECHNOLOGY COMPANY LIMITED AMENDED AND RESTATED SHARE INCENTIVE PLAN PREFACE This Plan is divided into two separate equity programs: (1) the option grant program set forth in Section 5 under which Eligible Persons (as defined in Section 3) may, at the discretion of the Administrator, be granted Options, and (2) the share award program set forth in Section 6] [MOMO INC. 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Momo Inc. 2014 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context] [EXECUTION SERIES C PREFERRED SHARE PURCHASE AGREEMENT EXECUTION SERIES C PREFERRED SHARE PURCHASE AGREEMENT Agreement THIS SERIES C PREFERRED SHARE PURCHASE AGREEMENT (this “ (1) Company Momo Technology Company Limited, a company duly incorporated and validly existing under the Laws of the British Virgin Islands (the “ (2) HK Co Momo Technology HK Company Limited (3) WFOE Beijing Momo Information] [Execution Version SERIES D PREFERRED SHARE PURCHASE AGREEMENT SERIES D PREFERRED SHARE PURCHASE AGREEMENT Agreement THIS SERIES D PREFERRED SHARE PURCHASE AGREEMENT (this “ (1) Company Momo Technology Company Limited, a company duly incorporated and validly existing under the Laws of the British Virgin Islands (the “ (2) HK Co Momo Technology HK Company Limited (3) WFOE Beijing Momo Information] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to render valuable services to the Company, the board of directors of the Company (the “ NOW, THEREFORE,] [EMPLOYMENT AGREEMENT Agreement Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. 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). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of] [Business Operation Agreement This Business Operation Agreement (this “Agreement”), dated as of April 18, 2012, is made by and among the following parties: Party A: Beijing Momo Information Technology Co., Ltd. Address: 17818 Huateng Beitang Concentrated Office Area, 1701-1703, 37 Nanmofang Road, Chaoyang District, Beijing Legal representative: Yan TANG Party B: Beijing Momo Technology Co., Ltd. Address: 1602 Unit 2,] [EXCLUSIVE COOPERATION AGREEMENT Beijing Momo Technology Co., Ltd. and Beijing Momo Information Technology Co., Ltd. 1 / 6 EXCLUSIVE COOPERATION AGREEMENT Agreement Effective Date Momo Tech. Momo Info. a Party the Parties This Service Agreement (“ BACKGROUND Whereas Momo Tech. Momo App Social Networking Business Whereas Momo Tech. Licensing Momo App Emoticon) Services Momo Info. Social Networking Business Whereas Agreement] [EXCLUSIVE COOPERATION AGREEMENT Chengdu Momo Technology Co., Ltd. and Beijing Momo Information Technology Co., Ltd. 1 / 6 EXCLUSIVE COOPERATION AGREEMENT Agreement Effective Date Momo Chengdu Momo Info. a Party the Parties This Service Agreement (“ BACKGROUND Whereas Momo Chengdu Momo App Game Center Online Game Business Whereas Momo Chengdu Licensing Momo App ) Services Momo Info. Online Game Business] [Exclusive Call Option Agreement This Exclusive Call Option Agreement (this “Agreement”) is executed by and among the following Parties as of April 18, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Party B: Party C: In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party”] [Power of Attorney I, Yan Tang, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: ***, and a holder of RMB 800,000 in the registered capital of Beijing Momo Technology Co., Ltd. (“Momo Technology”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Momo Information Technology Co., Ltd.] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on April 18, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Momo Information Technology Co., Ltd. (hereinafter the “Pledgee”), a wholly foreign owned enterprise, organized and existing under the laws of the PRC,] [Spousal Consent Transaction Documents Momo Technology (1) WFOE The Equity Interest Pledge Agreement entered into between Beijing Momo Information Technology Co., Ltd. (hereinafter referred to as the “ (2) The Exclusive Option Agreement entered into between the WFOE and Momo Technology; (3) The Power of Attorney executed by Yong Li; I hereby undertake not to make any assertions in connection] [CONFIRMATION LETTER Company Contractual Agreements As a shareholder of Beijing Momo Technology Co., Ltd. (the “ PRC WFOE Yan Tang CONFIRMATION LETTER Company Contractual Agreements As a shareholder of Beijing Momo Technology Co., Ltd. (the “ PRC WFOE Yong Li CONFIRMATION LETTER Company Contractual Agreements As a shareholder of Beijing Momo Technology Co., Ltd. (the “ PRC WFOE Zhiwei Li] [Subsidiaries Place of Incorporation Momo Technology HK Company Limited Hong Kong Beijing Momo Information Technology Co., Ltd. PRC Consolidated Affiliated Entity Beijing Momo Technology Co., Ltd. PRC Subsidiary of the Consolidated Affiliated Entity Chengdu Momo Technology Co., Ltd. PRC EX-21.1 19 d732862dex211.htm EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We also consent to the reference to us under the heading “Experts” in such Prospectus. Beijing, the People’s Republic of China November 7, 2014 EX-23.1 20 d732862dex231.htm EX-23.1] [MOMO 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 of] [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 November 7, 2014 To: Momo Inc. th 20 Tower 2, Wangjing SOHO No.1 Futongdong Street Chaoyang District, Beijing 100102 People’s Republic of China Re: Legal Opinion on Certain PRC Legal Matters To Whom It May] [Consent of Analysys International November 3, 2014 Momo Inc. th 20 Tower 2, Wangjing SOHO No. 1 Futongdong Street Chaoyang District, Beijing 100102 People’s Republic of China Ladies and Gentlemen: Registration Statement Company SEC Form 20-F SEC Filings Analysys International hereby consents to references to its name in (i) the registration statement on Form F-1 (together with any amendments thereto,] [November 7, 2014 Momo Inc. th 20 Tower 2, Wangjing SOHO No. 1 Futongdong Street Chaoyang District, Beijing 100102 People’s Republic of China +86-10-5731-0567 Dear Sirs: Reference is made to the Company’s Registration Statement on Form F-1 (the “Registration Statement”) to be filed in connection with the Company’s initial public offering of its American depositary shares, representing the Company’s ordinary] [November 7, 2014 Momo Inc. th 20 Tower 2, Wangjing SOHO No. 1 Futongdong Street Chaoyang District, Beijing 100102 People’s Republic of China +86-10-5731-0567 Dear Sirs: Reference is made to the Company’s Registration Statement on Form F-1 (the “Registration Statement”) to be filed in connection with the Company’s initial public offering of its American depositary shares, representing the Company’s ordinary]