[] [Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG TIANJIN Qixin Zhicheng TECHNOLOGY Co., Ltd. Tianjin Qixin Tongda Technology Co., Ltd. True Thrive Limited 诚盛有限公司 New Summit Limited Qihoo 360 Technology Co. Ltd., Section 6.19 and solely for purposes of Global Village Associates Limited and Young Vision Group Limited Dated as of December 18, 2015 TABLE OF CONTENTS Page] []
[With copies to: th David T. Zhang Steven Liu This statement is filed in connection with (check the appropriate box): o o The filing of a registration statement under the Securities Act of 1933. o A tender offer x None of the above o]
[] [Our ref: RZB.617026/10 Hollysys Automation Technologies Ltd. Kingston Chambers PO Box 173 Road Town Tortola British Virgin Islands 18 December 2015 Dear Sirs Hollysys Automation Technologies Ltd. Company Registration Statement Unissued Shares Plan We have acted as counsel as to British Virgin Islands law to Hollysys Automation Technologies Ltd. (the " 1 Documents Reviewed We have reviewed originals, copies, drafts] [Consent of Independent Registered Public Accounting Firm Beijing, the People’s Republic of China December 18, 2015] [HOLLYSYS AUTOMATION TECHNOLOGIES LTD. 2015 EQUITY INCENTIVE PLAN 1. Purposes of the Plan Company Plan 2. Definitions Administrator Section 4 “ Affiliate “ “ Award “ Award Agreement “ Board “ Change in Control “ (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule]
[] [Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG TIANJIN Qixin Zhicheng TECHNOLOGY Co., Ltd. Tianjin Qixin Tongda Technology Co., Ltd. True Thrive Limited 诚盛有限公司 New Summit Limited Qihoo 360 Technology Co. Ltd., Section 6.19 and solely for purposes of Global Village Associates Limited and Young Vision Group Limited Dated as of December 18, 2015 TABLE OF CONTENTS Page] []
[With copies to: th David T. Zhang Steven Liu This statement is filed in connection with (check the appropriate box): o o The filing of a registration statement under the Securities Act of 1933. o A tender offer x None of the above o]
[Execution Version INTERIM INVESTORS AGREEMENT Agreement Parent Merger Sub This Interim Investors Agreement (the RECITALS Company Merger Agreement Merger WHEREAS, on the date hereof, Bona Film Group Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the Equity Investors Equity Commitment Letter Equity Commitment Letters Equity Commitment Equity Commitments Rollover Investors, Investors] [Execution Version SUPPORT AGREEMENT Agreement Parent Company Schedule A Section 2.5 Schedule B Rollover Securityholder Rollover Securityholders This SUPPORT AGREEMENT (this Merger Sub Merger Agreement Merger WHEREAS, Parent, Mountain Tiger Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent ( Section 2.5 Uranus Schedule A Schedule B] [Execution Version URANUS CONNECTION LIMITED 17/F, CITIC Securities Tower No. 48 Liangmaqiao Road, Chaoyang District Beijing, China, 100026 Attention: Yao SUN Facsimile: +86 (10) 6083-7899 Email: sunyao@citicgs.com December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 Peoples Republic of China Re: Equity Commitment Letter Ladies and Gentlemen:] [Execution Version ALIBABA PICTURES GROUP LIMITED 26/F, Tower One, Times Square 1 Matheson Street, Causeway Bay, Hong Kong Attention: Ms. Karen Xu / Mr. William Ng Fax: +852 2215 5200 Email: karen.xu@alibabapictures.com / william.ng@alibaba-inc.com December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 Peoples Republic of China] [Execution Version DONG YU 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 Peoples Republic of China Facsimile: 86 10 56310828 Email: yudong@bonafilm.cn December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 Peoples Republic of China Re: Equity Commitment Letter Ladies] [Execution Version ORIENTAL POWER HOLDINGS LIMITED 29F, Three Pacific Place, No. 1 Queens Road East Wanchai, Hong Kong Attention: Compliance and Transactions Department Facsimile: 852 2520 1148 Email: legalnotice@tencent.com with a copy to Tencent Building, Keji Zhongyi Avenue Hi-tech Park, Nanshan District Shenzhen 518057, PRC Attention: Mergers and Acquisitions Department Email: PD_Support@tencent.com December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F,] [Execution Version ZHANSHAN XIE c/o Global Incorporations Limited Suite 1107, Office Tower C1, Oriental Plaza No.1 East Chang An Avenue Beijing 100738, China Facsimile: +86 10 8525 5544 Email: xie550713@163.com December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 Peoples Republic of China Re: Equity Commitment Letter] [Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought] [LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted] [Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought] [Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought] [Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought] [SCHEDULE 13D/A CUSIP No. 09777B107 Page 2 of 15 1. Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) SEQUOIA CAPITAL CHINA I, L.P. IRS Identification No. 20-3514012 2. Check the appropriate box if a member of a group (see instructions) ¨ x (a) 3. SEC use only 4. Source of funds (see instructions) OO 5. ¨]
[VIMICRO ANNOUNCES CLOSING OF MERGER Shareholders of record as of the effective time of the merger who are entitled to the merger consideration will receive a letter of transmittal and instructions on how to surrender their share certificates and uncertificated shares in exchange for the merger consideration. Shareholders should wait to receive the letter of transmittal and instructions before surrendering] []
[DIRECTORS AND EXECUTIVE OFFICERS OF EACH REPORTING PERSON, PERSONS CONTROLLING ANY REPORTING PERSON AND EXECUTIVE OFFICERS AND DIRECTORS OF The name, business address, present principal employment and citizenship of each director and executive officer of Orrick Investments Limited is set forth below. Orrick Investments Limited Name Business Address Present Principal Employment Citizenship Pan Donghui No.2 East Fuxing Road, Shanghai, China] [SUPPORT AGREEMENT Agreement This SUPPORT AGREEMENT (this Parent Company Schedule A Section 2.5 Schedule B Rollover Securityholder Rollover Securityholder s WHEREAS, Parent, Merger Sub Merger Agreement Merger WHEREAS, as of the date hereof, Section 2.5 Uranus Schedule A Schedule B Owned Securities Securities WHEREAS, in connection with the consummation of the Merger, each Rollover Securityholder agrees to (a) the] [INTERIM INVESTORS AGREEMENT Agreement Parent Merger Sub This Interim Investors Agreement (the RECITALS Company Merger Agreement Merger WHEREAS, on the date hereof, Bona Film Group Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the Equity Investors Equity Commitment Letter Equity Commitment Letters Equity Commitment Equity Commitments Rollover Investors, Investors Support Agreement] []
[VIMICRO ANNOUNCES CLOSING OF MERGER Shareholders of record as of the effective time of the merger who are entitled to the merger consideration will receive a letter of transmittal and instructions on how to surrender their share certificates and uncertificated shares in exchange for the merger consideration. Shareholders should wait to receive the letter of transmittal and instructions before surrendering] []
[DIRECTORS AND EXECUTIVE OFFICERS OF EACH REPORTING PERSON, PERSONS CONTROLLING ANY REPORTING PERSON AND EXECUTIVE OFFICERS AND DIRECTORS OF The name, business address, present principal employment and citizenship of each director and executive officer of Orrick Investments Limited is set forth below. Orrick Investments Limited Name Business Address Present Principal Employment Citizenship Pan Donghui No.2 East Fuxing Road, Shanghai, China] [SUPPORT AGREEMENT Agreement This SUPPORT AGREEMENT (this Parent Company Schedule A Section 2.5 Schedule B Rollover Securityholder Rollover Securityholder s WHEREAS, Parent, Merger Sub Merger Agreement Merger WHEREAS, as of the date hereof, Section 2.5 Uranus Schedule A Schedule B Owned Securities Securities WHEREAS, in connection with the consummation of the Merger, each Rollover Securityholder agrees to (a) the] [INTERIM INVESTORS AGREEMENT Agreement Parent Merger Sub This Interim Investors Agreement (the RECITALS Company Merger Agreement Merger WHEREAS, on the date hereof, Bona Film Group Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the Equity Investors Equity Commitment Letter Equity Commitment Letters Equity Commitment Equity Commitments Rollover Investors, Investors Support Agreement] []
