[INTRODUCTION 1 2 PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 43 ITEM 4A. UNRESOLVED STAFF COMMENTS 67 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 68 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 97 ITEM] [RE-AMENDED AND RESTATED BUSINESS OPERATION AGREEMENT This Re-amended and Restated Business Operation Agreement (the “Agreement”) is made and entered into by and among the following parties (the “Parties”) in Beijing on November 17, 2015. Party A: NQ Mobile (Beijing) Co., Ltd. Address: Room 1238-1, Building 1-B, Enterprise Incubator, Zhongguancun Software Industrial Park, Dongbeiwang, Haidian District, Beijing, China Party B: Beijing] [Amended and Restated Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (hereinafter referred to as the “Agreement”) is executed on November 17, 2015 in Beijing by the following parties (hereinafter referred to as the “Parties hereunder”): Party A: NQ Mobile (Beijing) Co., Ltd. Address: Room 1238-1, Unit B, Bldg 1, Beijing Zhongguanchun Software Park Incubator, Dongbeiwang, Haidian District, Beijing] [AMENDED AND RESTATED EQUITY DISPOSITION AGREEMENT This Amended and Restated Equity Disposition Agreement (the “Agreement”) is made and entered into by and among the following parties (the “Parties”) in Beijing on November 17, 2015. Party A: NQ Mobile (Beijing) Co., Ltd. Address: Room 1238-1, Building 1-B, Enterprise Incubator, Zhongguancun Software Industrial Park, Dongbeiwang, Haidian District, Beijing, China Party B: Guo] [LOAN AGREEMENT This Loan Agreement (the “Agreement”) is entered into on November 17, 2015 in Beijing, by and between: Party A: NQ Mobile (Beijing) Co., Ltd Registration Place: Building 4, No.11 Hepingli East Street, Dongcheng District,Beijing Party B: Guo Lingyun ID number: 360121197603280525 Domicile: Building 4, No.11 Hepingli East Street, Dongcheng District, Beijing Zhou Xu ID number: 110104196903103013 Domicile: No.1601,] [Termination Agreement Agreement This Termination Agreement (the “ (1) FL Mobile (Beijing) Co., Ltd. (“WFOE”) PRC (2) FL Mobile Jiutian Technology Co., Ltd. Domestic Company (3) Lin Yu Vincent Wenyong Shi Former Shareholders Parties Party In this Termination Agreement, the parties are collectively referred to as “ Whereas: (1) WFOE is an exclusively foreign-owned enterprise duly incorporated and existing under] [Termination Agreement Agreement This Termination Agreement (the “ (1) Beijing Wanpu Media Technologies Co., Ltd. (“WFOE”) PRC (2) Beijing Wanpu Century Technology Co., Ltd. Domestic Company ) (3) Lin Yu Vincent Wenyong Shi Former Shareholders Parties Party In this Termination Agreement, the parties are collectively referred to as “ Whereas: (1) WFOE is an exclusively foreign-owned enterprise duly incorporated and] [Share Transfer Agreement Agreement This Share Transfer Agreement (this “ Party A Transferor (hereinafter the “ LinYu ID Number: 352124197612060013 Shi Wenyong ID Number: 352124197711280513 FL Mobile Jiutian Technology Co., Ltd Party B Transferee: Transferred Shares Company Through negotiation, Party A and Party B reach the following Agreement with respect to transfer of 100% shares (herein after the “ 1.1] [Share Transfer Agreement Agreement This Share Transfer Agreement (this “ Party A Transferor (hereinafter the “ LinYu ID Number: 352124197612060013 Party B Transferee: (hereinafter the “ Beijing NQ Mobile Technology Co., Ltd. Address: Rm.1322, Unit C, Building 1, Zhongguancun Software Park Incubator, Haidian District, Beijing, P.R.China. Transferred Shares Company Through negotiation, Party A and Party B reach the following Agreement] [Debt Transfer Agreement This Agreement is entered into as of January 25, 2016. (1) FL Mobile (Beijing) Co., Ltd. (“WFOE”) PRC (2) Beijing NQ Technology Co., Ltd. New Shareholder Domestic Company (3) Lin Yu ( Former Shareholder Parties Party In this Agreement, the parties are collectively referred to as “ Whereas: (1) Targeted Debt (2) Share Transfer now it is] [Debt Transfer Agreement This Agreement is entered into as of November 25, 2015. (1) Beijing Wanpu Media Technologies Co., Ltd. (“WFOE”) PRC (2) FL Mobile Jiutian Technology Co., Ltd. New Shareholder Domestic Company (3) Lin Yu Shi Wenyong Former Shareholders Parties Party In this Agreement, the parties are collectively referred to as “ Whereas: (1) Targeted Debt (2) Share Transfer] [SHARE TRANSFER AGREEMENT Between Beijing NQ Technology Co., Ltd NQ Mobile Inc. Beijing NationSky Network Technology Co., Ltd. Qidi (Beijing) Assets Management Corporation And Hou Shuli Concerning Beijing NationSky Network Technology Co., Ltd. November 26, 2015 1 Contents Article 1 Definitions 4 1.1 Definitions 4 1.2 Interpretation 5 Article 2 Share Transfer 5 2.1 Share Transfer 5 2.2 Consideration 6] [List of Significant Subsidiaries Name Jurisdiction of NQ International Limited Hong Kong Wholly owned subsidiary NQ Mobile (Beijing) Co., Ltd. PRC Subsidiary wholly owned by NQ International Limited NQ (Beijing) Co., Ltd. PRC Subsidiary wholly owned by NQ International Limited Beijing NQ Mobile Co., Ltd. PRC Subsidiary wholly owned by NQ International Limited Beijing NQ Technology Co., Ltd. PRC Variable] [I, Zemin Xu, certify that: 1. I have review this annual report on Form 20-F of NQ Mobile 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 of the circumstances under which such statements] [Certification by the Principal Financial Officer I, Roland Wu, certify that: 1. I have reviewed this annual report on Form 20-F of NQ Mobile 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 of] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Zemin Xu Chief Executive Officer EX-13.1 16 d158137dex131.htm EX-13.1] [Certification by the Principal Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Roland Wu Chief Financial Officer 1 EX-13.2 17 d158137dex132.htm EX-13.2] [Our ref SHF/661944-000001/9412405v2 Direct tel +852 2971 3006 E-mail derrick.kan@maplesandcalder.com NQ Mobile Inc. No.4 Building 11 Heping Li East Street Dongcheng District Beijing 100013 People’s Republic of China April 6, 2016 Dear Sir NQ Mobile Inc. Company SEC Form 20-F We have acted as legal advisers as to the laws of the Cayman Islands to NQ Mobile Inc., an exempted] [Consent of Jincheng Tongda & Neal April 6, 2016 NQ Mobile Inc. No. 4 Building 11 Heping Li East Street Dongcheng District Beijing 100013 People’s Republic of China Dear Sirs: SEC Yours faithfully, Jincheng Tongda & Neal Law Firm EX-15.2 19 d158137dex152.htm EX-15.2] [Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-178076) of NQ Mobile Inc. of our reports dated April 6, 2016, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appear in this Form 20-F. Marcum Bernstein & Pinchuk]