[KADDEN RPS LATE EAGHER LOM S ARTNERS P OHN DEBIYI ¿ J HRISTOPHER ETTS C DWARD AM ¿ E AUL ITCHARD ¿ G.S. P LIVE OUGH ¿ C ONATHAN TONE J LEC RACY A ¿ LSO DMITTED IN NGLAND ALES LSO DMITTED IN EW ORK * (A EGISTERED OREIGN AWYERS R ULIE AO ALIFORNIA Z. J REGORY IAO EW ORK]
[58.com Announces Pricing of Follow-on Public Offering of American Depositary Shares BEIJING, CHINA, March 28, 2014 -- 58.com Inc. (NYSE: WUBA) (the “Company”) today announced that the previously announced registered follow-on public offering of American depositary shares (“ADSs”) by the Company and certain selling shareholders was priced at US$38.00 per ADS. The Company will issue and sell 2,000,000 ADSs and] []
[KADDEN RPS LATE EAGHER LOM S ARTNERS P OHN DEBIYI ¿ J HRISTOPHER ETTS C DWARD AM ¿ E AUL ITCHARD ¿ G.S. P LIVE OUGH ¿ C ONATHAN TONE J LEC RACY A ¿ LSO DMITTED IN NGLAND ALES LSO DMITTED IN EW ORK * (A EGISTERED OREIGN AWYERS R ULIE AO ALIFORNIA Z. J REGORY IAO EW ORK]
[58.com Announces Pricing of Follow-on Public Offering of American Depositary Shares BEIJING, CHINA, March 28, 2014 -- 58.com Inc. (NYSE: WUBA) (the “Company”) today announced that the previously announced registered follow-on public offering of American depositary shares (“ADSs”) by the Company and certain selling shareholders was priced at US$38.00 per ADS. The Company will issue and sell 2,000,000 ADSs and] []
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum (1) offering price Amount of (4) registration fee (2)(3) Class A ordinary shares, par value $0.00025 per share $500,000,000 $64,400 (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. (2)] [Company No.: 241654 SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF WEIBO CORPORATION (adopted by Special Resolution passed on March 28, 2014 and effective immediately prior to the completion of the Companys initial public offering of American depositary shares representing the Companys Class A Ordinary Shares) Incorporated on the 7th day of June 2010 INCORPORATED IN THE CAYMAN] [WEIBO CORPORATION 2014 SHARE INCENTIVE PLAN (As adopted by Ordinary Resolution dated Marh 28, 2014) ARTICLE 1 PURPOSE Plan Company The purpose of the Weibo Corporation 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] [EMPLOYMENT AGREEMENT Agreement Company Executive THIS EMPLOYMENT AGREEMENT (the Term of Agreement Original Term 1. Duties 2. Position (a) Board (b) At-Will Employment 3. Compensation Schedule A 4. Termination of Employment and Severance Benefits 5. Termination of Employment (a) Termination for Cause (i) The Companys determination in good faith that it is terminating Executive for Cause (as defined in] [AMENDED AND RESTATED SHAREHOLDERS AGREEMENT among ALI WB INVESTMENT HOLDING LIMITED, SINA CORPORATION and WEIBO CORPORATION dated as of March 14, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Certain Defined Terms 1 SECTION 1.02. Interpretation and Rules of Construction 11 ARTICLE II GOVERNANCE SECTION 2.01. Agreement to Vote 11 SECTION 2.02. Size and Composition of Board 12] [VOTING AGREEMENT VOTING AGREEMENT Agreement Parent Investor This WHEREAS Company SHA WHEREAS Section 2.02(a) WHEREAS NOW, THEREFORE ARTICLE I DEFINITIONS AND INTERPRETATIONS Definitions Section 1.1 Acquired Shares 1 Affiliates Board 1 To include the Initial Shares and the Option Shares Cause Competitor Control Controlled by under common Control with Controlled Affiliate Director ] [REGISTRATION RIGHTS AGREEMENT BY AND AMONG ALI WB INVESTMENT HOLDING LIMITED SINA CORPORATION - and - WEIBO CORPORATION DATED AS OF MARCH 14, 2014 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT Agreement Ali WB SINA Company parties party This WITNESSETH WHEREAS Shareholders Agreement WHEREAS NOW, THEREFORE 1. NTERPRETATION I 1.1 Definitions. Affiliate Applicable Exchange Business Day Commission Control] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Weibo Corporation of our report dated February 18, 2014 relating to the combined and consolidated financial statements of Weibo Corporation, which appears in such Registration Statement. We also consent to the reference to us under the heading Experts in] [WEIBO CORPORATION 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] [March 31, 2014 Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 Peoples Republic of China Dear Sirs/Madams: Re: Weibo Corporation PRC Company Registration Statement Offering ADSs Ordinary Shares We are lawyers qualified in the Peoples Republic of China ( Opinion With respect to the Offering, you have requested us to furnish an opinion (the]
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum (1) offering price Amount of (4) registration fee (2)(3) Class A ordinary shares, par value $0.00025 per share $500,000,000 $64,400 (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. (2)] [Company No.: 241654 SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF WEIBO CORPORATION (adopted by Special Resolution passed on March 28, 2014 and effective immediately prior to the completion of the Companys initial public offering of American depositary shares representing the Companys Class A Ordinary Shares) Incorporated on the 7th day of June 2010 INCORPORATED IN THE CAYMAN] [WEIBO CORPORATION 2014 SHARE INCENTIVE PLAN (As adopted by Ordinary Resolution dated Marh 28, 2014) ARTICLE 1 PURPOSE Plan Company The purpose of the Weibo Corporation 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] [EMPLOYMENT AGREEMENT Agreement Company Executive THIS EMPLOYMENT AGREEMENT (the Term of Agreement Original Term 1. Duties 2. Position (a) Board (b) At-Will Employment 3. Compensation Schedule A 4. Termination of Employment and Severance Benefits 5. Termination of Employment (a) Termination for Cause (i) The Companys determination in good faith that it is terminating Executive for Cause (as defined in] [AMENDED AND RESTATED SHAREHOLDERS AGREEMENT among ALI WB INVESTMENT HOLDING LIMITED, SINA CORPORATION and WEIBO CORPORATION dated as of March 14, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Certain Defined Terms 1 SECTION 1.02. Interpretation and Rules of Construction 11 ARTICLE II GOVERNANCE SECTION 2.01. Agreement to Vote 11 SECTION 2.02. Size and Composition of Board 12] [VOTING AGREEMENT VOTING AGREEMENT Agreement Parent Investor This WHEREAS Company SHA WHEREAS Section 2.02(a) WHEREAS NOW, THEREFORE ARTICLE I DEFINITIONS AND INTERPRETATIONS Definitions Section 1.1 Acquired Shares 1 Affiliates Board 1 To include the Initial Shares and the Option Shares Cause Competitor Control Controlled by under common Control with Controlled Affiliate Director ] [REGISTRATION RIGHTS AGREEMENT BY AND AMONG ALI WB INVESTMENT HOLDING LIMITED SINA CORPORATION - and - WEIBO CORPORATION DATED AS OF MARCH 14, 2014 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT Agreement Ali WB SINA Company parties party This WITNESSETH WHEREAS Shareholders Agreement WHEREAS NOW, THEREFORE 1. NTERPRETATION I 1.1 Definitions. Affiliate Applicable Exchange Business Day Commission Control] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Weibo Corporation of our report dated February 18, 2014 relating to the combined and consolidated financial statements of Weibo Corporation, which appears in such Registration Statement. We also consent to the reference to us under the heading Experts in] [WEIBO CORPORATION 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] [March 31, 2014 Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 Peoples Republic of China Dear Sirs/Madams: Re: Weibo Corporation PRC Company Registration Statement Offering ADSs Ordinary Shares We are lawyers qualified in the Peoples Republic of China ( Opinion With respect to the Offering, you have requested us to furnish an opinion (the]
[Page INTRODUCTION 1 1 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 38 Item 4A. Unresolved Staff Comments 73 Item 5. Operating and Financial Review and Prospects 73 Item 6. Directors, Senior Management and Employees 98] [Second Supplementary Agreement to the Web Layout Copyright License Agreement Supplementary Agreement This second supplementary agreement to the web layout copyright license agreement (this Licensor th Party A Address: 3/F, Baidu Campus, No.10, Shangdi 10 Licensee: th Party B Address: 2/F, Baidu Campus, No.10 Shangdi 10 Parties (Collectively, the WHEREAS, 1. Original Agreement (a) Amend Section 6.1 to:] [Third Supplementary Agreement to the Software License Agreement Supplementary Agreement This third supplementary agreement to the software license agreement (this Licensor th Party A Address: 3/F, Baidu Campus, No.10, Shangdi 10 Licensee: th Party B Address: 2/F, Baidu Campus, No.10 Shangdi 10 Parties (Collectively, the WHEREAS, 1. Original Agreement (a) Amend Section 6.1 to: this Agreement shall be] [Second Supplementary Agreement to the Web Layout Copyright License Agreement Supplementary Agreement This second supplementary agreement to the web layout copyright license agreement (this Licensor th Party A Address: 3/F, Baidu Campus, No.10, Shangdi 10 Licensee: Party B Address: No. 402, No. 18 Danling Street, Haidian District, Beijing ( Parties (Collectively, the WHEREAS, 1. Original Agreement (a) Amend] [Supplementary Agreement to the Web Layout Copyright License Agreement Supplementary Agreement This second supplementary agreement to the web layout copyright license agreement (this Licensor th Party A Address: 3/F, Baidu Campus, No.10, Shangdi 10 Licensee: Party B Address: Room 301, 3/F, Building D, No.18 South Zhongguancun Street, Haidian District, Beijing ( Parties (Collectively, the WHEREAS, 1. Original Agreement] [Supplementary Agreement to the Amended and Restated Loan Agreement This Supplementary Agreement to the Amended and Restated Loan Agreement (the Agreement) is entered into as of March 1, 2014 in Beijing by the following parties: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: 3/F, Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic] [Execution Version TRANSACTION FRAMEWORK AGREEMENT dated as of May 7, 2013 by and among PPSTREAM INC. Chuan Ju Hu Dong (Beijing) Technology Co., Ltd. and Qiyi.com, Inc. Beijing Qiyi Century Science & Technology Co., Ltd. TABLE OF CONTENTS AGE P ARTICLE 1 EFINITIONS D Section 1.01. Definitions 2 Section 1.02. Other Definitional and Interpretative Provisions 8 ARTICLE 2 RANSACTION RAMEWORK] [EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among BAIDU (HONG KONG) LIMITED, BAIDU (HONG KONG) SUB LIMITED and 91 WIRELESS WEBSOFT LIMITED Dated August 14, 2013 TABLE OF CONTENTS AGE P ARTICLE 1 HE ERGER T Section 1.01. The Merger 2 Section 1.02. Closing; Closing Date 2 Section 1.03. Effective Time 2 Section 1.04. Memorandum and Articles of Association of] [FACILITY AGREEMENT th dated 24 in respect of US$150,000,000 Unsecured Term Loan Facility BAIDU, INC. as Company and SUMITOMO MITSUI BANKING CORPORATION as Lender CONTENTS Clause Page 1. Interpretation 1 2. Facility 8 3. Purpose 8 4. Conditions precedent 8 5. Utilisation Loan 9 6. Repayment 9 7. Prepayment and cancellation 10] [AU$235,000,000 TERM LOAN FACILITY AGREEMENT BAIDU, INC. (as Borrower) and AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED HONG KONG BRANCH (as Lender) 13 August Dated CONTENTS CLAUSE PAGE SECTION 1 INTERPRETATION 1. Definitions and Interpretation 1 SECTION 2 THE FACILITY 2. The Facility 12 3. Purpose 12 4. Conditions of Utilisation 12 SECTION 3 UTILISATION 5. Utilisation 13 SECTION 4] [List of Principal Subsidiaries and Consolidated Affiliated Entities Subsidiaries: Baidu Online Network Technology (Beijing) Co., Ltd. Incorporated in the PRC Baidu Holdings Limited Incorporated in the British Virgin Islands Baidu (China) Co., Ltd. Incorporated in the PRC Baidu.com Times Technology (Beijing) Co., Ltd. Incorporated in the PRC Baidu Japan Inc. Incorporated in Japan Baidu (Hong] [I, Robin Yanhong Li, certify that: 1. I have reviewed this annual report on Form 20-F of Baidu, 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,] [Certification by the Principal Financial Officer I, Jennifer Xinzhe Li, certify that: 1. I have reviewed this annual report on Form 20-F of Baidu, 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] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 14 d641077dex131.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. EX-13.2 15 d641077dex132.htm EX-13.2] [[Maples and Calder Letterhead] Baidu, Inc. Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing 100085 The Peoples Republic of China 28 March 2014 Dear Sirs Baidu, Inc. Annual Report SEC We consent to the reference to our firm under the heading Item 10.E. Additional InformationTaxationCayman Islands Taxation and Item 16G. Corporate Governance in Baidu Inc.s Annual Report on] [[Han Kun Law Offices Letterhead] March 28, 2014 Baidu, Inc. Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing Peoples Republic of China 100085 Dear Sir/Madam: Annual Report SEC We hereby consent to the reference of our name under the heading Item 4.B. Information on the CompanyBusiness OverviewRegulation in Baidu, Inc.s Annual Report on Form 20-F for the year] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) S-8 Registration Statement (Form (2) Registration Statement (Form S-8 No. 333-158678) pertaining to Baidu, Inc.s 2008 Share Incentive Plan, and (3) Registration Statement (Form F-3 No. 333-184757) of Baidu, Inc.; of our reports dated March 28, 2014, with respect to]
[Page INTRODUCTION 1 1 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 38 Item 4A. Unresolved Staff Comments 73 Item 5. Operating and Financial Review and Prospects 73 Item 6. Directors, Senior Management and Employees 98] [Second Supplementary Agreement to the Web Layout Copyright License Agreement Supplementary Agreement This second supplementary agreement to the web layout copyright license agreement (this Licensor th Party A Address: 3/F, Baidu Campus, No.10, Shangdi 10 Licensee: th Party B Address: 2/F, Baidu Campus, No.10 Shangdi 10 Parties (Collectively, the WHEREAS, 1. Original Agreement (a) Amend Section 6.1 to:] [Third Supplementary Agreement to the Software License Agreement Supplementary Agreement This third supplementary agreement to the software license agreement (this Licensor th Party A Address: 3/F, Baidu Campus, No.10, Shangdi 10 Licensee: th Party B Address: 2/F, Baidu Campus, No.10 Shangdi 10 Parties (Collectively, the WHEREAS, 1. Original Agreement (a) Amend Section 6.1 to: this Agreement shall be] [Second Supplementary Agreement to the Web Layout Copyright License Agreement Supplementary Agreement This second supplementary agreement to the web layout copyright license agreement (this Licensor th Party A Address: 3/F, Baidu Campus, No.10, Shangdi 10 Licensee: Party B Address: No. 402, No. 18 Danling Street, Haidian District, Beijing ( Parties (Collectively, the WHEREAS, 1. Original Agreement (a) Amend] [Supplementary Agreement to the Web Layout Copyright License Agreement Supplementary Agreement This second supplementary agreement to the web layout copyright license agreement (this Licensor th Party A Address: 3/F, Baidu Campus, No.10, Shangdi 10 Licensee: Party B Address: Room 301, 3/F, Building D, No.18 South Zhongguancun Street, Haidian District, Beijing ( Parties (Collectively, the WHEREAS, 1. Original Agreement] [Supplementary Agreement to the Amended and Restated Loan Agreement This Supplementary Agreement to the Amended and Restated Loan Agreement (the Agreement) is entered into as of March 1, 2014 in Beijing by the following parties: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: 3/F, Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, The Peoples Republic] [Execution Version TRANSACTION FRAMEWORK AGREEMENT dated as of May 7, 2013 by and among PPSTREAM INC. Chuan Ju Hu Dong (Beijing) Technology Co., Ltd. and Qiyi.com, Inc. Beijing Qiyi Century Science & Technology Co., Ltd. TABLE OF CONTENTS AGE P ARTICLE 1 EFINITIONS D Section 1.01. Definitions 2 Section 1.02. Other Definitional and Interpretative Provisions 8 ARTICLE 2 RANSACTION RAMEWORK] [EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among BAIDU (HONG KONG) LIMITED, BAIDU (HONG KONG) SUB LIMITED and 91 WIRELESS WEBSOFT LIMITED Dated August 14, 2013 TABLE OF CONTENTS AGE P ARTICLE 1 HE ERGER T Section 1.01. The Merger 2 Section 1.02. Closing; Closing Date 2 Section 1.03. Effective Time 2 Section 1.04. Memorandum and Articles of Association of] [FACILITY AGREEMENT th dated 24 in respect of US$150,000,000 Unsecured Term Loan Facility BAIDU, INC. as Company and SUMITOMO MITSUI BANKING CORPORATION as Lender CONTENTS Clause Page 1. Interpretation 1 2. Facility 8 3. Purpose 8 4. Conditions precedent 8 5. Utilisation Loan 9 6. Repayment 9 7. Prepayment and cancellation 10] [AU$235,000,000 TERM LOAN FACILITY AGREEMENT BAIDU, INC. (as Borrower) and AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED HONG KONG BRANCH (as Lender) 13 August Dated CONTENTS CLAUSE PAGE SECTION 1 INTERPRETATION 1. Definitions and Interpretation 1 SECTION 2 THE FACILITY 2. The Facility 12 3. Purpose 12 4. Conditions of Utilisation 12 SECTION 3 UTILISATION 5. Utilisation 13 SECTION 4] [List of Principal Subsidiaries and Consolidated Affiliated Entities Subsidiaries: Baidu Online Network Technology (Beijing) Co., Ltd. Incorporated in the PRC Baidu Holdings Limited Incorporated in the British Virgin Islands Baidu (China) Co., Ltd. Incorporated in the PRC Baidu.com Times Technology (Beijing) Co., Ltd. Incorporated in the PRC Baidu Japan Inc. Incorporated in Japan Baidu (Hong] [I, Robin Yanhong Li, certify that: 1. I have reviewed this annual report on Form 20-F of Baidu, 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,] [Certification by the Principal Financial Officer I, Jennifer Xinzhe Li, certify that: 1. I have reviewed this annual report on Form 20-F of Baidu, 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] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 14 d641077dex131.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. EX-13.2 15 d641077dex132.htm EX-13.2] [[Maples and Calder Letterhead] Baidu, Inc. Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing 100085 The Peoples Republic of China 28 March 2014 Dear Sirs Baidu, Inc. Annual Report SEC We consent to the reference to our firm under the heading Item 10.E. Additional InformationTaxationCayman Islands Taxation and Item 16G. Corporate Governance in Baidu Inc.s Annual Report on] [[Han Kun Law Offices Letterhead] March 28, 2014 Baidu, Inc. Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing Peoples Republic of China 100085 Dear Sir/Madam: Annual Report SEC We hereby consent to the reference of our name under the heading Item 4.B. Information on the CompanyBusiness OverviewRegulation in Baidu, Inc.s Annual Report on Form 20-F for the year] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) S-8 Registration Statement (Form (2) Registration Statement (Form S-8 No. 333-158678) pertaining to Baidu, Inc.s 2008 Share Incentive Plan, and (3) Registration Statement (Form F-3 No. 333-184757) of Baidu, Inc.; of our reports dated March 28, 2014, with respect to]
