[INTRODUCTION 1 2 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 36 ITEM 4A UNRESOLVED STAFF COMMENTS 58 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 58 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 83 ITEM] [NQ MOBILE INC. 2011 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the NQ Mobile Inc. 2011 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 singular pronoun shall include the plural where] [Amended and Restated Business Operations Agreement June 6, 2012 This Amended and Restated Business Operations Agreement (the “Agreement”) is made and entered into by and between the following parties (the “Parties”) in Beijing on Party A: NQ Mobile (Beijing) Co., Ltd. (“NQ Beijing”) Address: Legal Representative: Party B: Beijing NQ Technology Co.,Ltd. (“Beijing Technology” or the “Company”) Address: Legal representative:] [Amended and Restated Equity Interest Pledge Agreement This Amended and Restated Equity Interest Pledge Agreement (hereinafter referred to as the “Agreement”) is executed on June 6th, 2012 in Beijing by the following parties: Party A: NQ Mobile (Beijing) Co., Ltd. Address: Room 1238-1, Unit B, Bldg 1, Dongbeiwang Incubator, Beijing Zhongguancun Software Park, Haidian District, Beijing Party B: Yu Lin,] [Amended and Restated Equity Disposition Agreement This Equity Disposition Agreement (the “Agreement”) is executed in Beijing of China on June 6, 2012 by the following parties (the “Parties”): Party A: NQ Mobile (Beijing) Co., Ltd. (“NQ Beijing”) Address: Room 1238-1, Unit B, Bldg 1, Dongbeiwang Incubator, Beijing Zhongguancun Software Park, Haidian District, Beijing Party B: Yu Lin (ID: 352124197612060013) Address:] [Loan Agreement This Loan Agreement (this “Agreement”) dated May 31, 2012 is made in Beijing by and between: Party A: NQ Mobile (Beijing) Co., Ltd. Registered Address: Unit B-1328-1, Tower #1, Beijing Zhongguancun Software Park Incubator, Beijing Legal Representative: Yu Lin Party B: Yu Lin ID No.: 352124197612060013 Address:, Grade-98 Post-graduate, 10 Western Tucheng Road, Haidian District, Beijing Xu Zhou] [WIRELESS VALUE-ADDED APPLICATION SERVICES CHANNEL COOPERATION AGREEMENT (Domestic) Between Beijing NQ Technology Co., Ltd. And Tianjin Yidatong Technology Development Co., Ltd Party A: Tianjin Yidatong Technology Development Co., Ltd. Party B: Beijing NQ Technology Co., Ltd. Legal representative: XU Rong Legal representative: LIN Yu Address: Building 4, No. 4 Yard, Hepingli East Street, Dongcheng District, Beijing Address: 27/F, Tower B,] [Capital Increase and Stock Transfer Agreement of Beijing NationSky Network Technology Co., Ltd. May 2, 2012 Content Section 1. Definitions 4 1.1 Definitions 4 1.2 Construction 5 Section 2. Capital Increase 5 2.1 Subscription of Capital Increase 5 2.2 Payment of Subscription and Capital Verification 5 2.3 Usage of Increased Capital 5 2.4 Authorization of Procedurals of Capital Increase] [Shareholders’ Agreement of Beijing NationSky Network Technology Co., Ltd. Shareholders’ Agreement Content Section 1. Definitions 1 1.1 Definitions 1 1.2 Construction 3 Section 2. Basic Information of Company 3 2.1 Name and Address 3 2.2 Business Scope 4 2.3 Governance of Law 4 2.4] [NQ MOBILE INC. Restricted Common Shares Purchase Agreement GRANTOR NQ MOBILE INC. GRANTEE GATHER BENEFIT HOLDINGS LIMITED MAY 2, 2012 CONTENT 1. DEFINITIONS AND INTERPRETATIONS 1 2. PURCHASE OF RESTRICTED SHARES 2 3. VESTING OF RESTRICTED SHARES 2 4. SHARES INCENTIVE 3 5. CONDITIONS PRECEDENT TO CLOSING 4] [Stock Transfer Agreement of Beijing Feiliu Jiutian Technology Co., Ltd. Content Section.1 Definitions 5 1.1 Definitions 5 1.2 Construction 6 Section.2 Stock Transfer 6 2.1 Stock Transfer 6 2.2 Consideration 6 Section.3] [NQ MOBILE INC. Restricted Common Shares Purchase Agreement GRANTOR NQ MOBILE INC. GRANTEES: FEILIU MOBILE INC. AND LIANG ZHONG CONTENT 1. DEFINITIONS AND INTERPRETATIONS 2 2. GRANTING OF RESTRICTED SHARES 3 3. GRANTING AND VESTING SCHEDULES OF RESTRICTED SHARES 3 4. CONDITIONS PRECEDENT TO CLOSING 6 5. CLOSING] [LOCK-UP AGREEMENT Agreement RPL NQ Parties Party THIS LOCK-UP AGREEMENT (this “ RECITALS RPL Shares WHEREAS, as of the date of this Agreement, RPL holds 50,352,941 Class B common shares of NQ, each par value $0.0001 (the “ Founders’ Holdings WHEREAS, as of the date of this Agreement, (a) Dr. Henry Yu Lin holds 2,100,000 Class B common shares as] [List of Significant Subsidiaries Name Jurisdiction of incorporation NQ Mobile US Inc. Wholly owned subsidiary NQ Mobile International AG Switzerland Wholly owned subsidiary NQ Mobile Lux S.A. Luxembourg Subsidiary wholly owned by NQ International Ltd. FL Mobile Inc. Cayman Wholly owned subsidiary FL Mobile Hong Kong Limited HK Subsidiary wholly owned through FL Mobile Inc. NQ International Ltd. HK Wholly] [I, Henry Yu Lin, and I, Omar Khan, each certify that: 1. I have review this annual report on Form 20-F of NQ Mobile 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] [Certification by the Principal Financial Officer I, Suhai Ji, certify that: 1. I have reviewed this annual report on Form 20-F of NQ Mobile 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] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Henry Yu Lin Chairman and Co-Chief Executive Officer Omar Khan Co-Chief Executive Officer EX-13.1 17 d500262dex131.htm EX-13.1] [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. Suhai Ji Chief Financial Officer EX-13.2 18 d500262dex132.htm EX-13.2] [Our ref DLK/661944-000001/6001202v1 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 19 April 2013 Dear Sir NQ Mobile Inc. Company Form 20-F We have acted as legal advisers as to the laws of the Cayman Islands to NQ Mobile Inc., an exempted limited] [Consent of Jingcheng Tongda & Neal April 19, 2013 NQ Mobile Inc. No. 4 Building 11 Heping Li East Street Dongcheng District Beijing 100013 People’s Republic of China Dear Sirs: Yours faithfully, Jincheng Tongda & Neal Law Firm EX-15.2 20 d500262dex152.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 report dated April 19, 2013, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. Beijing, the People’s Republic]