[Qunar Announces Promotion of Senior Management Team and Files Annual Report BEIJING, April 29, 2015 (GLOBE NEWSWIRE) Qunar Cayman Islands Limited (NASDAQ: QUNR) (Qunar or the Company), Chinas leading mobile and online travel platform, today announced that its board of directors has appointed Ms. Yilu Zhao, previously Chief Strategy Officer of the Company, to Chief Financial Officer of the] [QUNAR CAYMAN ISLANDS LIMITED Sam Hanhui Sun]
[Qunar Announces Promotion of Senior Management Team and Files Annual Report BEIJING, April 29, 2015 (GLOBE NEWSWIRE) Qunar Cayman Islands Limited (NASDAQ: QUNR) (Qunar or the Company), Chinas leading mobile and online travel platform, today announced that its board of directors has appointed Ms. Yilu Zhao, previously Chief Strategy Officer of the Company, to Chief Financial Officer of the] [QUNAR CAYMAN ISLANDS LIMITED Sam Hanhui Sun]
[* Not for trading, but only in connection with the listing on The NASDAQ Global Market of American depositary shares. Currently, one ADS represents three Class B ordinary shares. None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the] [Place of Incorporation Subsidiaries Queens Road Investment Management Limited Hong Kong Beijing Qunar Software Technology Company Limited Peoples Republic of China Shanghai Qianlima Network Technology Co., Ltd. Peoples Republic of China Variable Interest Entity Qunar.com Beijing Information Technology Company Limited Peoples Republic of China Subsidiaries of Variable Interest Entity Beijing Jiaxin Haoyuan Information Technology Company Ltd. Peoples Republic of China] [I, Chenchao (CC) Zhuang, certify that: 1. I have reviewed this annual report on Form 20-F of Qunar Cayman Islands Limited (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] [Certification by the Principal Financial Officer I, Sam Hanhui Sun, certify that: 1. I have reviewed this annual report on Form 20-F of Qunar Cayman Islands Limited (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] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 29 , 2015 EX-13.1 5 a15-6508_1ex13d1.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. April 29, 2015 EX-13.2 6 a15-6508_1ex13d2.htm EX-13.2] [15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-193539) pertaining to the Qunar Cayman Islands Limited Amended and Restated 2007 Share Plan of our reports dated April 29, 2015, with respect to the consolidated financial statements of Qunar Cayman Islands Limited and the effectiveness of internal]
[* Not for trading, but only in connection with the listing on The NASDAQ Global Market of American depositary shares. Currently, one ADS represents three Class B ordinary shares. None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the] [Place of Incorporation Subsidiaries Queens Road Investment Management Limited Hong Kong Beijing Qunar Software Technology Company Limited Peoples Republic of China Shanghai Qianlima Network Technology Co., Ltd. Peoples Republic of China Variable Interest Entity Qunar.com Beijing Information Technology Company Limited Peoples Republic of China Subsidiaries of Variable Interest Entity Beijing Jiaxin Haoyuan Information Technology Company Ltd. Peoples Republic of China] [I, Chenchao (CC) Zhuang, certify that: 1. I have reviewed this annual report on Form 20-F of Qunar Cayman Islands Limited (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] [Certification by the Principal Financial Officer I, Sam Hanhui Sun, certify that: 1. I have reviewed this annual report on Form 20-F of Qunar Cayman Islands Limited (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] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 29 , 2015 EX-13.1 5 a15-6508_1ex13d1.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. April 29, 2015 EX-13.2 6 a15-6508_1ex13d2.htm EX-13.2] [15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-193539) pertaining to the Qunar Cayman Islands Limited Amended and Restated 2007 Share Plan of our reports dated April 29, 2015, with respect to the consolidated financial statements of Qunar Cayman Islands Limited and the effectiveness of internal]
[Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report. 176,375,211 ordinary shares, par value US$0.00001 per share, being the sum of 101,574,732 Class A ordinary shares and 74,800,479 Class B ordinary shares as of December 31, 2014. x o o] [Execution Version INVESTMENT AGREEMENT 58.COM INC., and OHIO RIVER INVESTMENT LIMITED TABLE OF CONTENTS Page Article 1 Definitions . Section 1.01 Definitions 1 . Section 1.02 Other Definitional and Interpretative Provisions 6 Article 2 Purchase and Sale . Section 2.01 Purchase and Sale 7 Section 2.02. Closing 7 Article 3 Section 3.01. Organization and Qualification 8 Section 3.02. Subsidiaries 8] [Execution Version INVESTOR RIGHTS AGREEMENT 58.COM INC., OHIO RIVER INVESTMENT LIMITED CERTAIN OTHER PARTIES NAMED HEREIN TABLE OF CONTENTS Article 1 Definitions . Definitions Section 1.01 1 . Other Definitional and Interpretative Provisions Section 1.02 5 Article 2 Corporate Governance . Board Representation Section 2.01 6 Investor Observer Section 2.02. 7 Expenses and Indemnification Section 2.03. 7 No Inconsistent Amendments] [SHARE REPURCHASE AGREEMENT Agreement THIS SHARE REPURCHASE Company (1) 58.com Inc., a company organized under the laws of the Cayman Islands (the “ Shareholder , Shareholders (2) each of the parties set forth in Ordinary Shares WHEREAS, the Company desires to repurchase from Shareholders, and each of Shareholders desires to sell to the Company, an aggregate of 7,838,949 Class B] [Ex 4.16 Cooperation Agreement for The Project of Block A1, IT Industrial Park of Electronics Zone Beijing Electronics Zone Investment and Development Co., Ltd. Beijing Chengshi Wanglin Information Technology Co., Ltd. September 25, 2014 Beijing Party A: Beijing Electronics Zone Investment and Development Co., Ltd. Postal Address: Building 205, Jia No. 10 Yard, North Jiuxianqiao Road, Chaoyang District, Beijing Zip] [Ex 8.1 List of Principal Subsidiaries and Consolidated Affiliated Entities of 58.com Inc. Subsidiaries: China Classified Network Corporation, a British Virgin Islands company China Classified Information Corporation Limited, a Hong Kong company Beijing Chengshi Wanglin Information Technology Co., Ltd., a PRC company 58 Tongcheng Information Technology Co., Ltd., a PRC company Anjuke Inc., a Cayman Islands company 58 Daojia Inc.,] [I, Jinbo Yao, certify that: 1. I have reviewed this annual report on Form 20-F of 58.com Inc.; 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 were made, not] [Certification by the Principal Financial Officer I, Hao Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of 58.com Inc.; 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] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. Beijing, the People’s Republic of China April 29, 2015 普华永道中天会计师事务所 特殊普通合伙 北京分所 PricewaterhouseCoopers Zhong Tian LLP, Beijing Branch, 26/F Office Tower A Beijing Fortune Plaza, 7 Dongsanhuan Zhong Road, Chaoyang District, Beijing 100020, PRC T: +86 (10)] [漢 坤 律 師 事 務 所 Han Kun Law Offices Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China Tel Fax : (86 10) 8525 5500; 58.com Inc. Block E, The North American International Business Center Yi 108 Beiyuan Road, Chaoyang District, Beijing 100101 People’s Republic of China Dear Sir/Madam: Yours]
[FORM 20-F o OR x OR o OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . For the transition period from to WEIBO CORPORATION Cayman Islands (Jurisdiction of incorporation or organization) 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian] [VOTING AGREEMENT VOTING AGREEMENT Agreement Parent Investor This WHEREAS Company SHA , Parent, Investor and Weibo Corporation, an exempted company incorporated under the laws of the Cayman Islands (the WHEREAS Section 2.02(a) , this Agreement constitutes the voting agreement contemplated under WHEREAS , a Qualified IPO and Full Option Exercise shall be consummated immediately after the delivery and execution] [List of Major Subsidiaries and Variable Interest Entities Subsidiary Jurisdiction of Organization Weibo Hong Kong Limited Hong Kong Weibo Internet Technology (China) Co. Ltd. PRC Beijing Weimeng Technology Co. Ltd PRC Beijing Weibo Interactive Internet Technology Co., Ltd. PRC 1 EX-8.1 3 a15-2240_1ex8d1.htm EX-8.1] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Gaofei Wang, certify that: 1. I have reviewed this Annual Report on Form 20-F of Weibo Corporation; 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] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Herman Yu, certify that: 1. I have reviewed this Annual Report on Form 20-F of Weibo Corporation; 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] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 28, 2015 Gaofei Wang Gaofei Wang Chief Executive Officer 1 EX-13.1 6 a15-2240_1ex13d1.htm EX-13.1] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 28, 2015 Herman Yu Herman Yu Chief Financial Officer 1 EX-13.2 7 a15-2240_1ex13d2.htm EX-13.2] [[Maples and Calder Letterhead] Weibo Corporation 7/F, Shuohuang Development Plaza No. 6 Caihefang Road, Haidian District Beijing 100080 Peoples Republic of China April 28, 2015 Dear Sirs, We hereby consent to the reference to our firm under the headings Item 10.E. Additional InformationTaxationCayman Islands Taxation and Item 16G. Corporate Governance in the Annual Report, and we further consent to the] [[TransAsia Lawyers Letterhead] Weibo Corporation 7/F, Shuohuang Development Plaza No. 6 Caihefang Road, Haidian District Beijing 100080 Peoples Republic of China April 28, 2015 Yours faithfully, For and on behalf of TransAsia Lawyers TransAsia Lawyers 1 EX-15.2 9 a15-2240_1ex15d2.htm EX-15.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-199022) of Weibo Corporation of our report dated April 28, 2015, relating to the combined and consolidated financial statements of Weibo Corporation, which appears in this annual report on Form 20-F of Weibo Corporation for the year]
[FORM 20-F o OR x OR o OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . For the transition period from to WEIBO CORPORATION Cayman Islands (Jurisdiction of incorporation or organization) 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian] [VOTING AGREEMENT VOTING AGREEMENT Agreement Parent Investor This WHEREAS Company SHA , Parent, Investor and Weibo Corporation, an exempted company incorporated under the laws of the Cayman Islands (the WHEREAS Section 2.02(a) , this Agreement constitutes the voting agreement contemplated under WHEREAS , a Qualified IPO and Full Option Exercise shall be consummated immediately after the delivery and execution] [List of Major Subsidiaries and Variable Interest Entities Subsidiary Jurisdiction of Organization Weibo Hong Kong Limited Hong Kong Weibo Internet Technology (China) Co. Ltd. PRC Beijing Weimeng Technology Co. Ltd PRC Beijing Weibo Interactive Internet Technology Co., Ltd. PRC 1 EX-8.1 3 a15-2240_1ex8d1.htm EX-8.1] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Gaofei Wang, certify that: 1. I have reviewed this Annual Report on Form 20-F of Weibo Corporation; 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] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Herman Yu, certify that: 1. I have reviewed this Annual Report on Form 20-F of Weibo Corporation; 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] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 28, 2015 Gaofei Wang Gaofei Wang Chief Executive Officer 1 EX-13.1 6 a15-2240_1ex13d1.htm EX-13.1] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 28, 2015 Herman Yu Herman Yu Chief Financial Officer 1 EX-13.2 7 a15-2240_1ex13d2.htm EX-13.2] [[Maples and Calder Letterhead] Weibo Corporation 7/F, Shuohuang Development Plaza No. 6 Caihefang Road, Haidian District Beijing 100080 Peoples Republic of China April 28, 2015 Dear Sirs, We hereby consent to the reference to our firm under the headings Item 10.E. Additional InformationTaxationCayman Islands Taxation and Item 16G. Corporate Governance in the Annual Report, and we further consent to the] [[TransAsia Lawyers Letterhead] Weibo Corporation 7/F, Shuohuang Development Plaza No. 6 Caihefang Road, Haidian District Beijing 100080 Peoples Republic of China April 28, 2015 Yours faithfully, For and on behalf of TransAsia Lawyers TransAsia Lawyers 1 EX-15.2 9 a15-2240_1ex15d2.htm EX-15.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-199022) of Weibo Corporation of our report dated April 28, 2015, relating to the combined and consolidated financial statements of Weibo Corporation, which appears in this annual report on Form 20-F of Weibo Corporation for the year]
[Page PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 18 ITEM 4A. UNRESOLVED STAFF COMMENTS 31 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 31 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 50 ITEM 7. MAJOR] [List of Subsidiaries Subsidiary* Year of Incorporation Jurisdiction of Incorporation Hoshin GigaMedia Center Inc. 1998 Taiwan GigaMedia (HK) Limited 2004 Hong Kong GigaMedia International Holdings Limited 2004 British Virgin Islands Cambridge Entertainment Software Limited 2004 British Virgin Islands FunTown World Limited 2005 British Virgin Islands GigaMedia Online Entertainment Corp. 2009 Cayman Islands FunTown Hong Kong Limited 1999 Hong Kong Cambridge] [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER THE SARBANES-OXLEY ACT OF 2002 I, Collin Hwang, Chief Executive Officer of GigaMedia Limited, certify that: 1. I have reviewed this annual report on Form 20-F of GigaMedia Limited; 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] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER THE SARBANES-OXLEY ACT OF 2002 I, Dirk Chen, Chief Financial Officer of GigaMedia Limited, certify that: 1. I have reviewed this annual report on Form 20-F of GigaMedia Limited; 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] [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Collin Hwang Chief Executive Officer EX-13.1 5 d847435dex131.htm EX-13.1] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dirk Chen Chief Financial Officer EX-13.2 6 d847435dex132.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm The Board of Directors GigaMedia Limited: We consent to the incorporation by reference in the registration statements (No. 333-148663, No. 333-142963, No. 333-119616, No. 333-160535 and No. 333-168123) on Form S-8 of GigaMedia Limited of our report dated April 28, 2015, with respect to the consolidated financial statements of GigaMedia Limited as of] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-148663, Form S-8 No. 333-142963, Form S-8 No. 333-119616, Form S-8 No. 333-160535 and Form S-8 No. 333-168123) of GigaMedia Limited of our report dated April 30, 2013, on the consolidated financial statements for the year ended December 31,]
[Page PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 18 ITEM 4A. UNRESOLVED STAFF COMMENTS 31 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 31 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 50 ITEM 7. MAJOR] [List of Subsidiaries Subsidiary* Year of Incorporation Jurisdiction of Incorporation Hoshin GigaMedia Center Inc. 1998 Taiwan GigaMedia (HK) Limited 2004 Hong Kong GigaMedia International Holdings Limited 2004 British Virgin Islands Cambridge Entertainment Software Limited 2004 British Virgin Islands FunTown World Limited 2005 British Virgin Islands GigaMedia Online Entertainment Corp. 2009 Cayman Islands FunTown Hong Kong Limited 1999 Hong Kong Cambridge] [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER THE SARBANES-OXLEY ACT OF 2002 I, Collin Hwang, Chief Executive Officer of GigaMedia Limited, certify that: 1. I have reviewed this annual report on Form 20-F of GigaMedia Limited; 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] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER THE SARBANES-OXLEY ACT OF 2002 I, Dirk Chen, Chief Financial Officer of GigaMedia Limited, certify that: 1. I have reviewed this annual report on Form 20-F of GigaMedia Limited; 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] [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Collin Hwang Chief Executive Officer EX-13.1 5 d847435dex131.htm EX-13.1] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dirk Chen Chief Financial Officer EX-13.2 6 d847435dex132.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm The Board of Directors GigaMedia Limited: We consent to the incorporation by reference in the registration statements (No. 333-148663, No. 333-142963, No. 333-119616, No. 333-160535 and No. 333-168123) on Form S-8 of GigaMedia Limited of our report dated April 28, 2015, with respect to the consolidated financial statements of GigaMedia Limited as of] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-148663, Form S-8 No. 333-142963, Form S-8 No. 333-119616, Form S-8 No. 333-160535 and Form S-8 No. 333-168123) of GigaMedia Limited of our report dated April 30, 2013, on the consolidated financial statements for the year ended December 31,]
[EXECUTION VERSION INVESTMENT AGREEMENT dated as of April 17, 2015 among 58.COM INC., and OHIO RIVER INVESTMENT LIMITED TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 6 ARTICLE 2 PURCHASE AND SALE Section 2.01. Purchase and Sale] [CUSIP No. 31680Q104]
