[August 15, 2014 Paul M. Dudek, Esq. Office of International Corporate Finance 100 F Street, N.E. Confidential Submission of Draft Registration Statement on Form F-6 Dear Mr. Dudek: Company Staff Draft Registration Statement At the request of Alibaba Group Holding Limited, a company incorporated and existing under the laws of the Cayman Islands (the “ In the event that any]
[August 15, 2014 Paul M. Dudek, Esq. Office of International Corporate Finance 100 F Street, N.E. Confidential Submission of Draft Registration Statement on Form F-6 Dear Mr. Dudek: Company Staff Draft Registration Statement At the request of Alibaba Group Holding Limited, a company incorporated and existing under the laws of the Cayman Islands (the “ In the event that any]
[FORM F-1 REGISTRATION STATEMENT eHi Car Services Limited Not Applicable Cayman Islands 7510 Not Applicable Unit 12/F, Building No. 5, Guosheng Center [Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Portia Ku Alan Seem Approximate date of commencement of proposed sale to the public: As soon] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES EIGHTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF EHI AUTO SERVICES LIMITED (Adopted by Special Resolution on April 14, 2014, effective on April 16, 2014 ) 1. The name of the Company is eHi Auto Services Limited. 2. The Registered Office of the Company shall be at] [EXECUTION VERSION THIRD AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT Agreement Company Schedule A Investor Investors Schedule B Founder Prior Agreement Parties Party THIS THIRD AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this RECITALS A. Series E Share Purchase Agreement The Company, the members of the Company Group, the Founder and certain other parties entered into a Share Purchase Agreement regarding] [Execution Version Dated March 26, 2012 (1) eHi Auto Services Limited (2) Mr. Ruiping Zhang (3) The Crawford Group, Inc. (4) eHi Auto Services (Hong Kong) Holding Limited (5) Shuzhi Information Technology (Shanghai) Co., Ltd. (6) eHi Auto Services (Jiangsu) Co., Ltd. (7) Shanghai eHi Car Rental Co., Ltd. (8) Beijing eHi Car Rental Co., Ltd.] [EXECUTION VERSION Dated December 11, 2013 (1) eHi Auto Services Limited (2) Mr. Ruiping Zhang (3) Ctrip Investment Holding Ltd. (4) Ignition Growth Capital I, L.P. (5) Ignition Growth Capital Managing Directors Fund I, LLC (6) eHi Auto Services (Hong Kong) Holding Limited (7) other members of the Company Group as set forth in Schedule A SHARE PURCHASE AGREEMENT For] [EXECUTION VERSION Dated April 16, 2014 (1) eHi Auto Services Limited (2) Mr. Ruiping Zhang (3) Ctrip Investment Holding Ltd. (4) Ignition Growth Capital I, L.P. (5) Ignition Growth Capital Managing Directors Fund I, LLC (6) The Crawford Group, Inc. (7) other members of the Company Group as set forth in Schedule A SHARE PURCHASE AGREEMENT For the Issuance of] [EHI AUTO SERVICES LIMITED 2010 PERFORMANCE INCENTIVE PLAN (Amended and Restated) 1. PURPOSE OF PLAN The purpose of this eHi Auto Services Limited 2010 Performance Plan Company Incentive Plan (this 2. ELIGIBILITY Eligible Person Securities Act Subsidiary Board The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that] [June 30, 2014 Dear Sirs/Madams: We have read the information required by Item 16 of Form F-l included in the registration statement on Form F-1 of eHi Car Services Limited dated June 30, 2014 under the section titled Change in Accountants and have the following comments: 1. We are in agreement with the statements contained in paragraphs one, three and] [Subsidiaries Place of Incorporation Elite Plus Developments Limited British Virgin Islands eHi Auto Services (Hong Kong) Holding Limited Hong Kong L&L Financial Leasing Holding Limited Hong Kong Shuzhi Information Technology (Shanghai) Co., Ltd. PRC Shanghai eHi Car Rental Co., Ltd. PRC Shanghai Taihao Financial Leasing Co., Ltd. PRC]
[FORM F-1 REGISTRATION STATEMENT eHi Car Services Limited Not Applicable Cayman Islands 7510 Not Applicable Unit 12/F, Building No. 5, Guosheng Center [Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Portia Ku Alan Seem Approximate date of commencement of proposed sale to the public: As soon] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES EIGHTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF EHI AUTO SERVICES LIMITED (Adopted by Special Resolution on April 14, 2014, effective on April 16, 2014 ) 1. The name of the Company is eHi Auto Services Limited. 2. The Registered Office of the Company shall be at] [EXECUTION VERSION THIRD AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT Agreement Company Schedule A Investor Investors Schedule B Founder Prior Agreement Parties Party THIS THIRD AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this RECITALS A. Series E Share Purchase Agreement The Company, the members of the Company Group, the Founder and certain other parties entered into a Share Purchase Agreement regarding] [Execution Version Dated March 26, 2012 (1) eHi Auto Services Limited (2) Mr. Ruiping Zhang (3) The Crawford Group, Inc. (4) eHi Auto Services (Hong Kong) Holding Limited (5) Shuzhi Information Technology (Shanghai) Co., Ltd. (6) eHi Auto Services (Jiangsu) Co., Ltd. (7) Shanghai eHi Car Rental Co., Ltd. (8) Beijing eHi Car Rental Co., Ltd.] [EXECUTION VERSION Dated December 11, 2013 (1) eHi Auto Services Limited (2) Mr. Ruiping Zhang (3) Ctrip Investment Holding Ltd. (4) Ignition Growth Capital I, L.P. (5) Ignition Growth Capital Managing Directors Fund I, LLC (6) eHi Auto Services (Hong Kong) Holding Limited (7) other members of the Company Group as set forth in Schedule A SHARE PURCHASE AGREEMENT For] [EXECUTION VERSION Dated April 16, 2014 (1) eHi Auto Services Limited (2) Mr. Ruiping Zhang (3) Ctrip Investment Holding Ltd. (4) Ignition Growth Capital I, L.P. (5) Ignition Growth Capital Managing Directors Fund I, LLC (6) The Crawford Group, Inc. (7) other members of the Company Group as set forth in Schedule A SHARE PURCHASE AGREEMENT For the Issuance of] [EHI AUTO SERVICES LIMITED 2010 PERFORMANCE INCENTIVE PLAN (Amended and Restated) 1. PURPOSE OF PLAN The purpose of this eHi Auto Services Limited 2010 Performance Plan Company Incentive Plan (this 2. ELIGIBILITY Eligible Person Securities Act Subsidiary Board The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that] [June 30, 2014 Dear Sirs/Madams: We have read the information required by Item 16 of Form F-l included in the registration statement on Form F-1 of eHi Car Services Limited dated June 30, 2014 under the section titled Change in Accountants and have the following comments: 1. We are in agreement with the statements contained in paragraphs one, three and] [Subsidiaries Place of Incorporation Elite Plus Developments Limited British Virgin Islands eHi Auto Services (Hong Kong) Holding Limited Hong Kong L&L Financial Leasing Holding Limited Hong Kong Shuzhi Information Technology (Shanghai) Co., Ltd. PRC Shanghai eHi Car Rental Co., Ltd. PRC Shanghai Taihao Financial Leasing Co., Ltd. PRC]
[PROSPECTUS (Subject to Completion) Issued , 2014 American Depositary Shares Momo Technology Company Limited REPRESENTING ORDINARY SHARES US$ US$ US$ Momo is offering American depositary shares, or ADSs[, and the selling shareholders are offering ADSs]. Each ADS represents ordinary shares, par value We are an emerging growth company under applicable U.S. federal securities laws and are eligible for reduced public]
[PROSPECTUS (Subject to Completion) Issued , 2014 American Depositary Shares Momo Technology Company Limited REPRESENTING ORDINARY SHARES US$ US$ US$ Momo is offering American depositary shares, or ADSs[, and the selling shareholders are offering ADSs]. Each ADS represents ordinary shares, par value We are an emerging growth company under applicable U.S. federal securities laws and are eligible for reduced public]
[CALCULATION OF REGISTRATION FEE Title of each class of securities (1)(2) to be registered Proposed (3) aggregate Amount of Class A ordinary shares, par value US$0.001 US$ US$ (1) (2) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each] [Company No.: OI-266534 THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF IDREAMSKY TECHNOLOGY LIMITED rd Incorporated on the 23 th Third Amended and Restated on the 10 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2012 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF IDREAMSKY TECHNOLOGY LIMITED (adopted by] [IDREAMSKY TECHNOLOGY LIMITED SHARE INCENTIVE PLAN TABLE OF CONTENTS Page 1. PURPOSE OF THE PLAN 1 2. ADMINISTRATION 1 2.1 Administrator 1 2.2 Plan Awards; Interpretation; Powers of Administrator 2 2.3 Binding Determinations 3 2.4 Reliance on Experts 3 2.5 Delegation 3 3. ELIGIBILITY 3 4. SHARES SUBJECT TO THE PLAN 4 4.1 Shares Available 4] [EMPLOYMENT AGREEMENT Agreement Executive Group This EMPLOYMENT AGREEMENT (the RECITALS The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement. AGREEMENT] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This Indemnification Agreement (this RECITALS Board of Directors The Board of Directors of the Company (the AGREEMENT In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows: A. DEFINITIONS The following terms shall have the meanings defined below: Expenses Indemnifiable Event Participant] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this Agreement) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the Peoples Republic of China (China or the PRC). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this Agreement) is executed by and among the following Parties as of March 12, 2014 in Beijing, the Peoples Republic of China (China or the PRC): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu, Party C: Shenzhen iDreamSky Technology Co., Ltd. In this Agreement, each of Party] [Loan Agreement This Loan Agreement (the Agreement) is made and entered into by and between the Parties below as of March 12, 2014 in Beijing, the Peoples Republic of China (China or the PRC): (1) Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (2) CHEN Xiangyu The Lender and the Borrower shall each be hereinafter referred to as a Party] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this Agreement) has been executed by and among the following parties on March 12, 2014 in Beijing, the Peoples Republic of China (China or the PRC) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Shenzhen iDreamSky Technology Co., Ltd. In this Agreement, each] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders meetings of Shenzhen iDreamSky; 2) exercise all the shareholders rights and shareholders voting rights I am entitled to under the laws of China] [Spousal Consent Transaction Documents iDreamSky (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the (2) The Exclusive Option Agreement entered into between the WFOE and iDreamSky; (3) The Power of Attorney executed by Chen Xiangyu; (4) The Loan Agreement entered into with the WFOE. I] [Framework Agreement Agreement This Framework Agreement (the 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Huaxiu Shenzhen Huaxiu Investment Co., Ltd. ( 4. Company Shenzhen iDreamSky Technology Co., Ltd. (the For the purpose of this Agreement, each of the WFOE, Chen Xiangyu,] [Framework Agreement Agreement This Framework Agreement (the 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the 2. Chen Xiangyu, a Chinese citizen, whose identification number is ; 3. Company Shenzhen iDreamSky Technology Co., Ltd. (the For the purpose of this Agreement, each of the WFOE, Chen Xiangyu and the Company is referred to as] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this Agreement) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the Peoples Republic of China (China or the PRC). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this Agreement) is executed by and among the following Parties as of March 5, 2014 in Beijing, the Peoples Republic of China (China or the PRC): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd., Party B: CHEN Xiangyu, Party C: Shenzhen Mengyu Technology Co., Ltd., In this Agreement, each of Party] [Loan Agreement This Loan Agreement (the Agreement) is made and entered into by and between the Parties below as of March 5, 2014 in Beijing, the Peoples Republic of China (China or the PRC): (1) Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (2) CHEN Xiangyu The Lender and the Borrower shall each be hereinafter referred to as a Party] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this Agreement) has been executed by and among the following parties on March 5, 2014 in Beijing, the Peoples Republic of China (China or the PRC) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Shenzhen Mengyu Technology Co., Ltd., In this Agreement, each] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders meetings of Mengyu; 2) exercise all the shareholders rights and shareholders voting rights I am entitled to under the laws of China and] [Spousal Consent Li Xia Transaction Documents Mengyu (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the (2) The Exclusive Option Agreement entered into between the WFOE and Mengyu; (3) The Power of Attorney executed by Chen Xiangyu; (4) The Loan Agreement entered into with the] [Framework Agreement Agreement This Framework Agreement (the 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Guan Song, a Chinese citizen, whose identification number is 4. Company Shenzhen Mengyu Technology Co., Ltd. (the For the purpose of this Agreement, each of the WFOE,] [Framework Agreement Agreement This Framework Agreement (the 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the 2. Chen Xiangyu, a Chinese citizen, whose identification number is ; 3. Guan Song, a Chinese citizen, whose identification number is ; and 4. Company Shenzhen Mengyu Technology Co., Ltd. (the For the purpose of this Agreement, each] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this Agreement) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the Peoples Republic of China (China or the PRC). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this Agreement) is executed by and among the following Parties as of November 29, 2013 in Beijing, the Peoples Republic of China (China or the PRC): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu, Party C: Beijing Chuangmeng Wuxian Technology Co., Ltd. In this Agreement, each of] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this Agreement) has been executed by and among the following parties on November 29, 2013 in Beijing, the Peoples Republic of China (China or the PRC) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Beijing Chuangmeng Wuxian Technology Co., Ltd. In this Agreement,] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders meetings of Beijing Chuangmeng; 2) exercise all the shareholders rights and shareholders voting rights I am entitled to under the laws of China] [Spousal Consent Li Xia Transaction Documents Beijing Chuangmeng (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the (2) The Exclusive Option Agreement entered into between the WFOE and Beijing Chuangmeng; (3) The Power of Attorney executed by Chen Xiangyu. I hereby undertake not to make] [Framework Agreement Agreement This Framework Agreement (the 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Li Meiping, a Chinese citizen, whose identification number is 4. Guan Song, a Chinese citizen, whose identification number is 5. Company Beijing Chuangmeng Wuxian Technology Co., Ltd. (the] [Science Park Branch of Shenzhen Kexing Biotech Co., Ltd. KXZLA2(2013)001 Lease Contract of Kexing Science Park Lessor: Science Park Branch of Shenzhen Kexing Biotech Co., Ltd. (Party A) Lessee: Shenzhen iDreamSky Technology Co., Ltd. (Party B) Law of the Peoples Republic of China This Contract is entered into by and between Party A and Party B (collectively, the Parties) under] [Execution Version IDREAMSKY TECHNOLOGY LIMITED PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement Execution Date THIS PREFERRED SHARE SUBSCRIPTION AGREEMENT (the (1) Company iDreamSky Technology Limited, an exempted limited liability company organized under the laws of the Cayman Islands (the (2) Beijing DC Beijing Chuangmeng Wuxian Technology Co., Ltd. (3) Chuang Meng Shenzhen iDreamSky Technology Co., Ltd. (4) Mengyu Domestic Enterprises] [ACT IDREAMSKY TECHNOLOGY LIMITED THIS CERTIFIES THAT, Name of Holder as set forth in Annex A [ Holder Company Maximum Aggregate Exercise Price as set forth in Annex A [ Purchase Agreement Certain Definitions. 1. Control Controlling Controlled Exercise Period Exercise Price Per Share Permitted Transferee Person Securities Act Unless otherwise stipulated, the] [Execution Version IDREAMSKY TECHNOLOGY LIMITED PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement THIS PREFERRED SHARE SUBSCRIPTION AGREEMENT (the (1) Company iDreamSky Technology Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the (2) HK Company iDreamSky Technology (HK) Limited (3) WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (4) Beijing DC Beijing Chuangmeng] [REPURCHASE AGREEMENT Agreement Effective Date This Repurchase Agreement (this (1) iDreamSky Technology Limited Company (2) Name and Particulars of the Sole Shareholder of the Seller [ 1 Name and Particulars of the Seller as set forth in Annex A [ Seller [ RECITALS Securities Owned as set forth in Annex A [ Whereas, as of the date of this] [Execution Version IDREAMSKY TECHNOLOGY LIMITED SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Agreement THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this (1) Company iDreamSky Technology Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the (2) HK Company iDreamSky Technology (HK) Limited (创梦天地科技(香港)有限公司), a limited liability company incorporated under the laws of Hong Kong] [List of Subsidiaries Subsidiaries Name Jurisdiction of Incorporation iDreamSky Technology (HK) Limited Hong Kong Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Peoples Republic of China (PRC) Affiliated Entities Name Jurisdiction of Incorporation Beijing Chuangmeng Wuxian Technology Co., Ltd. PRC Shenzhen iDreamSky Technology Co., Ltd. PRC Shenzhen Mengyu Technology Co., Ltd. PRC Shenzhen Yiyou Technology Limited PRC Shenzhen Zhuoyou Technology]
[CALCULATION OF REGISTRATION FEE Title of each class of securities (1)(2) to be registered Proposed (3) aggregate Amount of Class A ordinary shares, par value US$0.001 US$ US$ (1) (2) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each] [Company No.: OI-266534 THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF IDREAMSKY TECHNOLOGY LIMITED rd Incorporated on the 23 th Third Amended and Restated on the 10 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2012 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF IDREAMSKY TECHNOLOGY LIMITED (adopted by] [IDREAMSKY TECHNOLOGY LIMITED SHARE INCENTIVE PLAN TABLE OF CONTENTS Page 1. PURPOSE OF THE PLAN 1 2. ADMINISTRATION 1 2.1 Administrator 1 2.2 Plan Awards; Interpretation; Powers of Administrator 2 2.3 Binding Determinations 3 2.4 Reliance on Experts 3 2.5 Delegation 3 3. ELIGIBILITY 3 4. SHARES SUBJECT TO THE PLAN 4 4.1 Shares Available 4] [EMPLOYMENT AGREEMENT Agreement Executive Group This EMPLOYMENT AGREEMENT (the RECITALS The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement. AGREEMENT] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This Indemnification Agreement (this RECITALS Board of Directors The Board of Directors of the Company (the AGREEMENT In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows: A. DEFINITIONS The following terms shall have the meanings defined below: Expenses Indemnifiable Event Participant] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this Agreement) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the Peoples Republic of China (China or the PRC). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this Agreement) is executed by and among the following Parties as of March 12, 2014 in Beijing, the Peoples Republic of China (China or the PRC): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu, Party C: Shenzhen iDreamSky Technology Co., Ltd. In this Agreement, each of Party] [Loan Agreement This Loan Agreement (the Agreement) is made and entered into by and between the Parties below as of March 12, 2014 in Beijing, the Peoples Republic of China (China or the PRC): (1) Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (2) CHEN Xiangyu The Lender and the Borrower shall each be hereinafter referred to as a Party] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this Agreement) has been executed by and among the following parties on March 12, 2014 in Beijing, the Peoples Republic of China (China or the PRC) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Shenzhen iDreamSky Technology Co., Ltd. In this Agreement, each] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders meetings of Shenzhen iDreamSky; 2) exercise all the shareholders rights and shareholders voting rights I am entitled to under the laws of China] [Spousal Consent Transaction Documents iDreamSky (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the (2) The Exclusive Option Agreement entered into between the WFOE and iDreamSky; (3) The Power of Attorney executed by Chen Xiangyu; (4) The Loan Agreement entered into with the WFOE. I] [Framework Agreement Agreement This Framework Agreement (the 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Huaxiu Shenzhen Huaxiu Investment Co., Ltd. ( 4. Company Shenzhen iDreamSky Technology Co., Ltd. (the For the purpose of this Agreement, each of the WFOE, Chen Xiangyu,] [Framework Agreement Agreement This Framework Agreement (the 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the 2. Chen Xiangyu, a Chinese citizen, whose identification number is ; 3. Company Shenzhen iDreamSky Technology Co., Ltd. (the For the purpose of this Agreement, each of the WFOE, Chen Xiangyu and the Company is referred to as] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this Agreement) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the Peoples Republic of China (China or the PRC). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this Agreement) is executed by and among the following Parties as of March 5, 2014 in Beijing, the Peoples Republic of China (China or the PRC): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd., Party B: CHEN Xiangyu, Party C: Shenzhen Mengyu Technology Co., Ltd., In this Agreement, each of Party] [Loan Agreement This Loan Agreement (the Agreement) is made and entered into by and between the Parties below as of March 5, 2014 in Beijing, the Peoples Republic of China (China or the PRC): (1) Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (2) CHEN Xiangyu The Lender and the Borrower shall each be hereinafter referred to as a Party] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this Agreement) has been executed by and among the following parties on March 5, 2014 in Beijing, the Peoples Republic of China (China or the PRC) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Shenzhen Mengyu Technology Co., Ltd., In this Agreement, each] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders meetings of Mengyu; 2) exercise all the shareholders rights and shareholders voting rights I am entitled to under the laws of China and] [Spousal Consent Li Xia Transaction Documents Mengyu (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the (2) The Exclusive Option Agreement entered into between the WFOE and Mengyu; (3) The Power of Attorney executed by Chen Xiangyu; (4) The Loan Agreement entered into with the] [Framework Agreement Agreement This Framework Agreement (the 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Guan Song, a Chinese citizen, whose identification number is 4. Company Shenzhen Mengyu Technology Co., Ltd. (the For the purpose of this Agreement, each of the WFOE,] [Framework Agreement Agreement This Framework Agreement (the 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the 2. Chen Xiangyu, a Chinese citizen, whose identification number is ; 3. Guan Song, a Chinese citizen, whose identification number is ; and 4. Company Shenzhen Mengyu Technology Co., Ltd. (the For the purpose of this Agreement, each] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this Agreement) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the Peoples Republic of China (China or the PRC). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this Agreement) is executed by and among the following Parties as of November 29, 2013 in Beijing, the Peoples Republic of China (China or the PRC): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu, Party C: Beijing Chuangmeng Wuxian Technology Co., Ltd. In this Agreement, each of] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this Agreement) has been executed by and among the following parties on November 29, 2013 in Beijing, the Peoples Republic of China (China or the PRC) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Beijing Chuangmeng Wuxian Technology Co., Ltd. In this Agreement,] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders meetings of Beijing Chuangmeng; 2) exercise all the shareholders rights and shareholders voting rights I am entitled to under the laws of China] [Spousal Consent Li Xia Transaction Documents Beijing Chuangmeng (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the (2) The Exclusive Option Agreement entered into between the WFOE and Beijing Chuangmeng; (3) The Power of Attorney executed by Chen Xiangyu. I hereby undertake not to make] [Framework Agreement Agreement This Framework Agreement (the 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Li Meiping, a Chinese citizen, whose identification number is 4. Guan Song, a Chinese citizen, whose identification number is 5. Company Beijing Chuangmeng Wuxian Technology Co., Ltd. (the] [Science Park Branch of Shenzhen Kexing Biotech Co., Ltd. KXZLA2(2013)001 Lease Contract of Kexing Science Park Lessor: Science Park Branch of Shenzhen Kexing Biotech Co., Ltd. (Party A) Lessee: Shenzhen iDreamSky Technology Co., Ltd. (Party B) Law of the Peoples Republic of China This Contract is entered into by and between Party A and Party B (collectively, the Parties) under] [Execution Version IDREAMSKY TECHNOLOGY LIMITED PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement Execution Date THIS PREFERRED SHARE SUBSCRIPTION AGREEMENT (the (1) Company iDreamSky Technology Limited, an exempted limited liability company organized under the laws of the Cayman Islands (the (2) Beijing DC Beijing Chuangmeng Wuxian Technology Co., Ltd. (3) Chuang Meng Shenzhen iDreamSky Technology Co., Ltd. (4) Mengyu Domestic Enterprises] [ACT IDREAMSKY TECHNOLOGY LIMITED THIS CERTIFIES THAT, Name of Holder as set forth in Annex A [ Holder Company Maximum Aggregate Exercise Price as set forth in Annex A [ Purchase Agreement Certain Definitions. 1. Control Controlling Controlled Exercise Period Exercise Price Per Share Permitted Transferee Person Securities Act Unless otherwise stipulated, the] [Execution Version IDREAMSKY TECHNOLOGY LIMITED PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement THIS PREFERRED SHARE SUBSCRIPTION AGREEMENT (the (1) Company iDreamSky Technology Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the (2) HK Company iDreamSky Technology (HK) Limited (3) WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (4) Beijing DC Beijing Chuangmeng] [REPURCHASE AGREEMENT Agreement Effective Date This Repurchase Agreement (this (1) iDreamSky Technology Limited Company (2) Name and Particulars of the Sole Shareholder of the Seller [ 1 Name and Particulars of the Seller as set forth in Annex A [ Seller [ RECITALS Securities Owned as set forth in Annex A [ Whereas, as of the date of this] [Execution Version IDREAMSKY TECHNOLOGY LIMITED SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Agreement THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this (1) Company iDreamSky Technology Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the (2) HK Company iDreamSky Technology (HK) Limited (创梦天地科技(香港)有限公司), a limited liability company incorporated under the laws of Hong Kong] [List of Subsidiaries Subsidiaries Name Jurisdiction of Incorporation iDreamSky Technology (HK) Limited Hong Kong Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Peoples Republic of China (PRC) Affiliated Entities Name Jurisdiction of Incorporation Beijing Chuangmeng Wuxian Technology Co., Ltd. PRC Shenzhen iDreamSky Technology Co., Ltd. PRC Shenzhen Mengyu Technology Co., Ltd. PRC Shenzhen Yiyou Technology Limited PRC Shenzhen Zhuoyou Technology]
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (2) Proposed maximum offering Amount of registration fee (1) Ordinary Shares, par value US$0.01 per share US$ US$ (1) American depositary shares issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each] [AMENDED AND RESTATED 19 February 2013 THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES NINTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ZHAOPIN LIMITED (Adopted by Special Resolution dated 8 February 2013 and effective 19 February 2013) 1. Name Company The name of the Company is Zhaopin Limited (the 2. Registered Office Board The Registered] [SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Shareholders Agreement ) ( Zhaopin Company ), Schedule 1 Existing Shareholders ), Schedule 2 Investors ), Existing Agreement ). This SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF ZHAOPIN LIMITED (the The parties believe it is in the best interests of Zhaopin and the other parties hereto to provide to the Investors and the Existing] [Our ref SMC/653331-000001/23555895v2 Zhaopin Limited c/o Maples Corporate Services Limited PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands [*] 2014 Dear Sirs Zhaopin Limited Company Registration Statement Form F-1 Commission Act Shares Underwriting Agreement We have acted as Cayman Islands counsel to Zhaopin Limited (the 1 Documents Reviewed We have reviewed originals, copies, drafts or conformed copies] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] [DATE] Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 Peoples Republic of China Re: American Depositary Shares of Zhaopin Limited (the Company) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837, 65693839 www.tongshang.com.cn E-mail Add : beijing@tongshang.com Website: [ Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 The Peoples Republic of China Dear Sirs: PRC We are qualified lawyers] [Zhaopin.com, Ltd. 2004 Employee Stock Option Plan ZHAOPIN, LTD. 2004 STOCK OPTION PLAN ARTICLE 1. PURPOSE 2004 Plan The purposes of this 2004 Stock Option Plan (the ARTICLE 2. DEFINITIONS As used herein, the following definitions shall apply: a) Board b) Change Of Control Event c) China PRC d) Code e) Commission f) Company] [ZHAOPIN LIMITED 2013 GLOBAL SHARE PLAN (Adopted by the Companys Board of Directors on 28 June, 2013) (Approved by the Companys Members on 28 June, 2013) Purposes of the Plan 1. Definitions 2. Administrator (a) Applicable Law (b) Award (c) Award Agreement (d) Board (e) Change in Control (f) Change in Ownership of the] [Beijing Wangpin Consulting Co., Ltd. Contract Chapter 1 General Provisions Chapter 2 Joint Venture Parties Article 1 Party A Legal address: Suite E 7F Building A, East Gate Plaza, 9 Dongzhong Street, Dongcheng District Party B Legal address: Chapter 3 Formation of Joint Venture Company Article 2 Article 3 The legal address of the JVC shall be: Suite B 5F] [List of Significant Subsidiaries and Affiliated Entities of Zhaopin Limited Name Jurisdiction of Subsidiaries: Zhilian Wangpin (Beijing) Technology Co., Ltd. PRC Zhilian Yipin (Beijing) Technology Co., Ltd. PRC Guangdong Zhilian Culture & Media Co., Ltd. PRC Beijing Wangpin Consulting Co., Ltd. PRC Affiliated Entities: Beijing Zhilian Sanke Human Resources Service Co., Ltd. PRC Shenyang Zhilian Wangpin Advertising Co., Ltd. PRC] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837, 65693839 E-mail Add : beijing@tongshang.com Website: www.tongshang.com.cn [ Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 Peoples Republic of China Dear Sir, We hereby consent to the] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel:(8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837 www.tongshang.com Website: [ Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 The Peoples Republic of China Dear Sirs: PRC Company Offering ADSs Registration Statement We have acted as]
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (2) Proposed maximum offering Amount of registration fee (1) Ordinary Shares, par value US$0.01 per share US$ US$ (1) American depositary shares issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each] [AMENDED AND RESTATED 19 February 2013 THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES NINTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ZHAOPIN LIMITED (Adopted by Special Resolution dated 8 February 2013 and effective 19 February 2013) 1. Name Company The name of the Company is Zhaopin Limited (the 2. Registered Office Board The Registered] [SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Shareholders Agreement ) ( Zhaopin Company ), Schedule 1 Existing Shareholders ), Schedule 2 Investors ), Existing Agreement ). This SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF ZHAOPIN LIMITED (the The parties believe it is in the best interests of Zhaopin and the other parties hereto to provide to the Investors and the Existing] [Our ref SMC/653331-000001/23555895v2 Zhaopin Limited c/o Maples Corporate Services Limited PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands [*] 2014 Dear Sirs Zhaopin Limited Company Registration Statement Form F-1 Commission Act Shares Underwriting Agreement We have acted as Cayman Islands counsel to Zhaopin Limited (the 1 Documents Reviewed We have reviewed originals, copies, drafts or conformed copies] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] [DATE] Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 Peoples Republic of China Re: American Depositary Shares of Zhaopin Limited (the Company) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837, 65693839 www.tongshang.com.cn E-mail Add : beijing@tongshang.com Website: [ Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 The Peoples Republic of China Dear Sirs: PRC We are qualified lawyers] [Zhaopin.com, Ltd. 2004 Employee Stock Option Plan ZHAOPIN, LTD. 2004 STOCK OPTION PLAN ARTICLE 1. PURPOSE 2004 Plan The purposes of this 2004 Stock Option Plan (the ARTICLE 2. DEFINITIONS As used herein, the following definitions shall apply: a) Board b) Change Of Control Event c) China PRC d) Code e) Commission f) Company] [ZHAOPIN LIMITED 2013 GLOBAL SHARE PLAN (Adopted by the Companys Board of Directors on 28 June, 2013) (Approved by the Companys Members on 28 June, 2013) Purposes of the Plan 1. Definitions 2. Administrator (a) Applicable Law (b) Award (c) Award Agreement (d) Board (e) Change in Control (f) Change in Ownership of the] [Beijing Wangpin Consulting Co., Ltd. Contract Chapter 1 General Provisions Chapter 2 Joint Venture Parties Article 1 Party A Legal address: Suite E 7F Building A, East Gate Plaza, 9 Dongzhong Street, Dongcheng District Party B Legal address: Chapter 3 Formation of Joint Venture Company Article 2 Article 3 The legal address of the JVC shall be: Suite B 5F] [List of Significant Subsidiaries and Affiliated Entities of Zhaopin Limited Name Jurisdiction of Subsidiaries: Zhilian Wangpin (Beijing) Technology Co., Ltd. PRC Zhilian Yipin (Beijing) Technology Co., Ltd. PRC Guangdong Zhilian Culture & Media Co., Ltd. PRC Beijing Wangpin Consulting Co., Ltd. PRC Affiliated Entities: Beijing Zhilian Sanke Human Resources Service Co., Ltd. PRC Shenyang Zhilian Wangpin Advertising Co., Ltd. PRC] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837, 65693839 E-mail Add : beijing@tongshang.com Website: www.tongshang.com.cn [ Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 Peoples Republic of China Dear Sir, We hereby consent to the] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel:(8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837 www.tongshang.com Website: [ Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 The Peoples Republic of China Dear Sirs: PRC Company Offering ADSs Registration Statement We have acted as]
