[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum (1) offering price Amount of 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) (3)] [Company No.: 241654 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF WEIBO CORPORATION (As adopted by Special Resolution dated 29 April 2013) Incorporated on the 7th day of June 2010 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2012 REVISION) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF WEIBO CORPORATION (As adopted by Special Resolution dated] [Our ref SSY/688185-000001/6814757v2 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 People’s Republic of China [ ] 2014 Dear Sirs Weibo Corporation Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Weibo Corporation (the “ 1 Documents Reviewed For the purposes of] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] March 14, 2014 Weibo Corporation 7/F, Shuohuang Development Plaza No. 6 Caihefang Road Haidian District, Beijing, 100080 People’s Republic of China Re: American Depositary Shares of Weibo Corporation (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies] [T. CN CORPORATION 2010 SHARE INCENTIVE PLAN TABLE OF CONTENTS Page SECTION 1. INTRODUCTION 1 SECTION 2. DEFINITIONS 1 (a) “Affiliate” 1 (b) 1 (c) “Award” 1 (d) “Award Agreement” 1 (e) “Award Shares” 1 (f) “Board” 1 (g) “Call Right” 1 (h) “Cashless Exercise” 2 (i) “Cause” 2] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to serve as a director/an executive officer of the Company and in such capacity will 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 serve as directors/an] [EXECUTION VERSION MASTER TRANSACTION AGREEMENT Between SINA CORPORATION And WEIBO CORPORATION Dated as of March 14, 2014 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS. Section 1.1 Defined Terms 2 ARTICLE 2 DOCUMENTS AND ITEMS TO BE DELIVERED PRIOR TO F-1 FILING. Section 2.1 Documents to be delivered by SINA 6 Section 2.2 Documents to be delivered by Weibo 6 ARTICLE 3] [Execution Version TRANSITIONAL SERVICES AGREEMENT Between SINA CORPORATION and WEIBO CORPORATION Dated as of March 14, 2014 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS. Section 1.1 Capitalized terms 1 ARTICLE 2 SERVICES. Section 2.1 Initial Services 4 Section 2.2 Additional Services 4 Section 2.3 Scope of Services 5 Section 2.4 Limitation on Provision of Services 5 Section 2.5 Standard of Performance;] [EXECUTION VERSION NON-COMPETITION AGREEMENT Between SINA CORPORATION And WEIBO CORPORATION Dated as of March 14, 2014 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS. Section 1.1 Defined Terms 1 ARTICLE 2 NON-COMPETITION. Section 2.1 Undertaking of the SINA Group 3 Section 2.2 Undertaking of the Weibo Group 3 ARTICLE 3 NON-SOLICITATION. Section 3.1 Non-Solicitation by SINA 4 Section 3.2 Non-Solicitation by Weibo] [EXECUTION VERSION SALES AND MARKETING SERVICES AGREEMENT Between SINA CORPORATION And WEIBO CORPORATION Dated as of March 14, 2014 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 ARTICLE 2 SALES AND MARKETING SERVICES 2 ARTICLE 3 PARTIES’ AGREEMENTS 3 3 ARTICLE 5 TERM 4 ARTICLE 6 CONFIDENTIALITY 4 ARTICLE 7 NOTICES 5 ARTICLE 8 DEFAULTING LIABILITY 5 ARTICLE 9 FORCE MAJEURE] [NTELLECTUAL ROPERTY ICENSE GREEMENT I Agreement th Effective Date Company Parent Party Parties This Intellectual Property License Agreement (this “ Recitals WHEREAS Investor Purchase Agreement WHEREAS WHEREAS NOW, THEREFORE Agreement 1. Definitions Allocation Rules “ Business “ 1 Company Owned Intellectual Property Schedule A “ Exclusive SINA Marks Schedule B “ Eye Logo “ Field of Use “ Intellectual Property] [Sina and Alibaba Strategic Cooperation Agreement Party A: Weibo Internet Technology (China) Co., Ltd. Address: th th 18 Contact Person: Office Phone No.: 010-82628888 Email: Postal Code: 100080 Party B: Alibaba (China) Co., Ltd. Address: th th 18 Contact Person: Office Phone No.: 0571-85022077 Email: Postal Code: Agreement th This Sina and Alibaba Strategic Cooperation Agreement (this “ Whereas, www.sina.com.cn] [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] [Loan Agreement This agreement is signed and entered in by and between the following parties on February 12, 2014 in Haidian District, Beijing. Party A: [Name of Borrower] (hereinafter referred to as “the borrower”) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as “Weibo Technology”) Address: Room 701, No. 10 Haidian North Second Street, Haidian] [Loan Repayment Agreement This Agreement is entered into on February 12, 2014, by and between the following two parties: Party A: [Name of Borrower] (hereinafter referred to as the “Borrower”) Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as “Weibo Technology”) Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Borrower and Weibo Technology] [Share Transfer Agreement This agreement (this “Agreement”) is entered into by and between the following parties on February 12, 2014 in Haidian District: Party A: [Name of Borrower] (hereinafter referred to as “the borrower”) ID Number: Party B: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing. WHEREAS, — (1) Party] [Agreement on Authorization to Exercise Shareholder’s Voting Power This agreement is concluded by and between the following parties on February 12, 2014 in Haidian District, Beijing: Party A: [Name of Authorizer] (hereinafter referred to as “the Authorizer”) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as “Weibo Technology”) Address: Room 701, No. 10 Haidian North] [Share Pledge Agreement This Share Pledge Agreement is entered into in Haidian District, Beijing between the following parties on [Execution Date]: Party A: [Name of Pledgor] (hereinafter referred to as the “Pledgor”) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”) Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing] [Exclusive Technical Service Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section] [Exclusive Sales Agency Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section] [Trademark License Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section of] [List of Principal Subsidiaries and Consolidated Affiliated Entities of Weibo Corporation Subsidiaries: Weibo Hong Kong Limited, a Hong Kong company Weibo Internet Technology (China) Co., Ltd., a PRC company Consolidated Affiliated Entity: Beijing Weimeng Technology Co., Ltd., a PRC company Beijing Weibo Interactive Internet Technology Co., Ltd., a PRC company EX-21.1 23 d652805dex211.htm EX-21.1] [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] [Our ref SSY/688185-000001/6898425v1 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 People’s Republic of China 14 March 2014 Dear Sirs Weibo Corporation Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Weibo Corporation (the “ Yours faithfully EX-23.2 25 d652805dex232.htm EX-23.2] [March 14, 2014 Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 People’s Republic of China Ladies and Gentlemen, Yours faithfully, EX-23.4 26 d652805dex234.htm EX-23.4] [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] [, 2014 Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 People’s Republic of China Dear Sirs/Madams: Re: Weibo Corporation PRC Company Registration Statement Offering ADSs Ordinary Shares We are lawyers qualified in the People’s Republic of China (“ Opinion With respect to the Offering, you have requested us to furnish an opinion (the “]