WUBA [58.com] DRS/A: FORM F-1 58.com Inc. Not Applicable Cayman Islands

[FORM F-1 58.com Inc. Not Applicable Cayman Islands 7370 Not Applicable (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer Block E, The North American International Business Center (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. th David Roberts, Esq. Approximate date of commencement of proposed sale] [[ ] 201 3 OUR REF: AC/al/#3795406v1 (M#87 87500 ) 58.com Inc. Block E, The North American International Business Center Yi 108 Beiyuan Road Chaoyang District Beijing 100101 The People’s Republic of China Dear Sirs, 58.com Inc. (the “Company”) Commission or about [ ] 2013 Registration Statement Securities Act (the “ 000 Ordinary Shares 1 each (the “ For the] [[ ] 2013 Matter No.:87 8500 Doc Ref: AC/al /# 3795412v1 58.com Inc. Block E, The North American International Business Center Yi 108 Beiyuan Road Chaoyang District Beijing 100101 The People’s Republic of China Dear Sirs, Re: 58.com Inc. (t he “Company”) We have acted as special legal counsel in the Cayman Islands to the Company in connection with a] [[ · ], 2013 58.com Inc. Block E The North American International Business Center Yi 108 Beiyuan Road Chaoyang District, Beijing 100101 People’s Republic of China RE: American Depositary Shares of 58.com Inc. Ladies and Gentlemen: · ], 2013 (the “Registration Statement”). In rendering the opinion stated herein, we have examined and relied upon the following: (a) the Registration Statement.] [Amended and Restated Equity Interest Pledge Agreement This Amended and Restated Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 28, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Chengshi Wanglin Information Technology Co., Ltd. (hereinafter “Pledgee”), a wholly foreign owned enterprise, organized and existing] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the following P arties as of the 28th day of June 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”) : Party A: Beijing Chengshi Wanglin Information Technology Co., Ltd. , a wholly foreign owned enterprise, organized] [Power of Attorney I, Jinbo Yao, a Chinese citizen with Chinese Identification Card No.: , and a holder of 37.8% of the entire registered capital in Beijing 58 Information Technology Co., Ltd. (“58.com”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Chengshi Wanglin Information Technology Co., Ltd. (“WFOE”) to exercise the following rights] [Loan Agreement This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of December 1, 2011 in Beijing, China: (1) Beijing Chengshi Wanglin Information Technology Co., Ltd. (“Lender”), a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at No.6 Building, Yi 108, Beiyuan Road, Chaoyang] [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: (86 10) 8525 5500; FAX: (86 10) 8525 5511 / 8525 5522 , 2013 58.com Inc. To: Block E, the North American International Business Center Yi 108 Beiyuan Road, Chaoyang District]

MONT [MONTAGE TECHNOLOGY] DRS/A: (Original Filing)

[Subject to Completion, dated August 9, 2013 shares Montage Technology Group Limited Ordinary shares This is an initial public offering of ordinary shares of Montage Technology Group Limited. We are offering ordinary shares. The selling shareholders are offering Prior to this offering, there has been no public market for our ordinary shares. We have applied to list our ordinary shares] [Jon Peddie Research letterhead August 1, 2013 Montage Technology Group Limited Room A1601, Technology Building 900 Yi Shan Road, Xuhui District Shanghai, 200233 People’s Republic of China Mr. Howard Yang: We also hereby consent to the reference of our firm as an expert in relation to the preparation of this report and the matters discussed therein in the Registration Statement.] []

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MONT [MONTAGE TECHNOLOGY] DRS/A: Subject to Completion, dated August 9, 2013 shares

[Subject to Completion, dated August 9, 2013 shares Montage Technology Group Limited Ordinary shares This is an initial public offering of ordinary shares of Montage Technology Group Limited. We are offering ordinary shares. The selling shareholders are offering Prior to this offering, there has been no public market for our ordinary shares. We have applied to list our ordinary shares] [Jon Peddie Research letterhead August 1, 2013 Montage Technology Group Limited Room A1601, Technology Building 900 Yi Shan Road, Xuhui District Shanghai, 200233 People’s Republic of China Mr. Howard Yang: We also hereby consent to the reference of our firm as an expert in relation to the preparation of this report and the matters discussed therein in the Registration Statement.] []

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QUNR [Qunar Cayman Islands] DRS/A: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) (2) Proposed Maximum Amount Of Class B Ordinary shares, par value US$0.001 per share (3) US$ US$ (1) (2) (3) American depositary shares issuable upon deposit of the Class B ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 filed] [EXECUTION VERSION QUNAR CAYMAN ISLANDS LIMITED AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT among QUNAR CAYMAN ISLANDS LIMITED BAIDU HOLDINGS LIMITED and OTHER SHAREHOLDERS PARTY HERETO dated as of July 20, 2011 TABLE OF CONTENTS Page 1. Registration Rights 1 1.1 Definitions 1 1.2 Request for Registration 3 1.3 Company Registration 5 1.4 Form S-3 or F-3 Registration] [UNAR AYMAN SLANDS IMITED Q MENDED AND ESTATED HARE LAN A DOPTED ON OVEMBER A MENDED ON ULY A MENDED ON UNE A MENDED ON ECEMBER A MENDED ON UGUST A TABLE OF CONTENTS Page SECTION 1. Establishment And Purpose 1 SECTION 2. Administration 1 (a)] [Place of Incorporation Subsidiaries Queen’s Road Investment Management Limited Hong Kong Beijing Qunar Software Technology Company Limited People’s Republic of China Shanghai Qianlima Network Technology Co. Ltd. People’s Republic of China Variable Interest Entity Beijing Qu Na Information Technology Company Limited People’s Republic of China Subsidiaries of Variable Interest Entity Tianjin YTB Technology Co., Ltd. People’s Republic of China Beijing]

QUNR [Qunar Cayman Islands] DRS/A: CALCULATION OF REGISTRATION FEE Title of Each Class

[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) (2) Proposed Maximum Amount Of Class B Ordinary shares, par value US$0.001 per share (3) US$ US$ (1) (2) (3) American depositary shares issuable upon deposit of the Class B ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 filed] [EXECUTION VERSION QUNAR CAYMAN ISLANDS LIMITED AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT among QUNAR CAYMAN ISLANDS LIMITED BAIDU HOLDINGS LIMITED and OTHER SHAREHOLDERS PARTY HERETO dated as of July 20, 2011 TABLE OF CONTENTS Page 1. Registration Rights 1 1.1 Definitions 1 1.2 Request for Registration 3 1.3 Company Registration 5 1.4 Form S-3 or F-3 Registration] [UNAR AYMAN SLANDS IMITED Q MENDED AND ESTATED HARE LAN A DOPTED ON OVEMBER A MENDED ON ULY A MENDED ON UNE A MENDED ON ECEMBER A MENDED ON UGUST A TABLE OF CONTENTS Page SECTION 1. Establishment And Purpose 1 SECTION 2. Administration 1 (a)] [Place of Incorporation Subsidiaries Queen’s Road Investment Management Limited Hong Kong Beijing Qunar Software Technology Company Limited People’s Republic of China Shanghai Qianlima Network Technology Co. Ltd. People’s Republic of China Variable Interest Entity Beijing Qu Na Information Technology Company Limited People’s Republic of China Subsidiaries of Variable Interest Entity Tianjin YTB Technology Co., Ltd. People’s Republic of China Beijing]

QUNR [Qunar Cayman Islands] DRS/A: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) (2) Proposed Maximum Amount Of Class B Ordinary shares, par value US$0.001 per share (3) US$ US$ (1) (2) (3) American depositary shares issuable upon deposit of the Class B ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 filed] [THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF QUNAR CAYMAN ISLANDS LIMITED (adopted by a special resolution passed and effective on July 3, 2013) THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF QUNAR CAYMAN] [BUSINESS COOPERATION AGREEMENT Agreement Qunar Baidu BUSINESS COOPERATION AGREEMENT (this “ WITNESSETH: Ordinary Shares Purchase Agreement WHEREAS, Qunar and Baidu Holdings Limited, a wholly-owned subsidiary of Baidu, are parties to an Ordinary Shares Purchase Agreement dated as of June 24, 2011 (the “ NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable]

QUNR [Qunar Cayman Islands] DRS/A: CALCULATION OF REGISTRATION FEE Title of Each Class

[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) (2) Proposed Maximum Amount Of Class B Ordinary shares, par value US$0.001 per share (3) US$ US$ (1) (2) (3) American depositary shares issuable upon deposit of the Class B ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 filed] [THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF QUNAR CAYMAN ISLANDS LIMITED (adopted by a special resolution passed and effective on July 3, 2013) THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF QUNAR CAYMAN] [BUSINESS COOPERATION AGREEMENT Agreement Qunar Baidu BUSINESS COOPERATION AGREEMENT (this “ WITNESSETH: Ordinary Shares Purchase Agreement WHEREAS, Qunar and Baidu Holdings Limited, a wholly-owned subsidiary of Baidu, are parties to an Ordinary Shares Purchase Agreement dated as of June 24, 2011 (the “ NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable]

MONT [MONTAGE TECHNOLOGY] DRS/A: Subject to Completion, dated June 19, 2013 shares

[Subject to Completion, dated June 19, 2013 shares Montage Technology Group Limited Ordinary shares This is an initial public offering of ordinary shares of Montage Technology Group Limited. We are offering ordinary shares. The selling shareholders are offering Prior to this offering, there has been no public market for our ordinary shares. We intend to apply to list our ordinary] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF MONTAGE TECHNOLOGY GROUP LIMITED 1. The name of the Company is Montage Technology Group Limited. 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, 4th Floor, Scotia Centre, PO Box 2804, George Town, Grand Cayman, Cayman Islands] [[ ] 2013 Montage Technology Group Limited Room A1601, Technology Building 900 Yi Shan Road Xuhui District Shanghai, 200233 People’s Republic of China Dear Sirs, Re: Montage Technology Group Limited (the “Company”) Commission Registration Statement Securities Act Ordinary Shares Minutes Certificate Date For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have] [EX-8.1 FORM OF OPINION OF O’MELVENY & MEYERS LLP [ ], 2013 Montage Technology Group Limited Room A1601, Technology Building, 900 Yi Shan Road Xuhui District, Shanghai, 200233 People’s Republic of China Re: Ordinary Shares of Montage Technology Group Limited (the “Company”) Ladies and Gentlemen: [ ], 2013 - Page 2 Respectfully submitted, EX-8 4 filename4.htm] [[ ] 2013 Montage Technology Group Limited Room A1601, Technology Building 900 Yi Shan Road Xuhui District Shanghai, 200233 People’s Republic of China Dear Sirs, Re: Montage Technology Group Limited (the “Company”) Commission Registration Statement Securities Act Ordinary Shares For the purposes of giving this opinion, we have examined and relied upon copies of the following documents: (i) the Registration] [Commerce & Finance Law Offices 1506 Kerry Center, 1515 Nanjing West Road, Shanghai PRC; Postcode: 200040, Tel: 8621- 52986877 Fax: 8621- 52986878 Website: www.tongshang.com.cn — [ Montage Technology Group Limited Room A1601, Technology Building 900 Yi Shan Road, Xuhui District Shanghai, 200233 People’s Republic of China Dear Sir/Madam, 1. PRC Opinion We are qualified lawyers of the People’s Republic of] [MONTAGE TECHNOLOGY GROUP LIMITED 2013 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN Plan Company The purpose of this Montage Technology Group Limited 2013 Performance Incentive Plan (this “ 2. ELIGIBILITY Eligible Person Securities Act participant Subsidiary Board The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator] [INDEMNIFICATION AGREEMENT Agreement DATE Company NAME Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to serve as a director of the Company and in such capacity will render valuable services to the Company; WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve as directors of the Company, the] [May 1, 2012 Mr. HOWARD CHONGHE YANG Dear Howard, three years. The Montage Technology Company Limited is pleased to offer you the employment with us commencing May 1, 2012 with the contract period of 1. Position Chairman/ CEO. Upon your effective date of employment, you will be employed in the capacity of 2. Salary US$114,600 The compensation is 3. Paid] [May 1, 2012 Mr. STEPHEN KOUNG-IO TAI Dear Stephen, three years. Montage Technology Company Limited is pleased to offer you the employment with us commencing May 1, 2012 with the contract period of 1. Position President Upon your effective date of employment, you will be employed in the capacity of 2. Salary US$114,600 The compensation is 3. Paid Annual Leave] [June 8, 2012 Mr. MARK VOLL Dear Mark The Montage Technology Company Limited is pleased to offer you the employment with us commencing June 18, 2012 with the contract period of three years. Your employment is governed by the terms and conditions stipulated below: 1. Position CFO Upon your effective date of employment, you will be employed in the capacity] [Sept 14, 2011 Mr. Leechung Yiu Re: Employment Offer [CI0006] Dear Leechung, We are pleased to inform you that Montage Technology, Inc. (“the Company”), a subsidiary of Montage Technology Group, Ltd., has decided to extend you an offer of fulltime employment. The terms of your employment are set forth below: You will join the Company in the position of Business] [Montage Technology Inc. Suite 320 4677 Old Ironsides Drive Santa Clara 95054 USA Nov 27, 2006 Mr. Bill Franciscovich RE: Employment offer US-003 Dear Bill: We are pleased to inform you that Montage Technology Inc. (“the Company”), a subsidiary of Montage Technology Group, Ltd., has decided to extend an offer of full-time employment to you. We made this decision based] [Distribution Agreement Principal (Party A): Montage Technology Company Limited Registered Address: Unit C, 12th Floor, Full Win Commercial Center, No. 573 Nathan Road, Kowloon, Hong Kong Distributor (Party B): LQW Technology Company Limited Registered Address: 612, 6/F, Hong Leong Industrial Complex, 4 Wang Kwong Road, Kowloon Bay, Hong Kong Article 1 Legal Relationship and Territory * ” 1.1 Party A] []

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QUNR [Qunar Cayman Islands] DRS/A: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) (2) Proposed Maximum Amount Of Ordinary shares, par value US$0.001 per share (3) US$ US$ (1) (2) (3) American depositary shares issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 filed with the Commission on] [EMPLOYMENT AGREEMENT Agreement Company Executive This Employment Agreement (the “ WHEREAS, the Company and Executive wish to enter into an employment agreement whereby the Executive will be employed by the Company in accordance with the terms and conditions stated below; NOW, THEREFORE, the parties hereby agree as follows: ARTICLE 1 MPLOYMENT UTIES ND ESPONSIBILITIES E . Employment. Section 1.01 .] [Restated Exclusive Technical Consulting and Services Agreement between Beijing Qu Na Information Technology Co., Ltd. and Beijing Qunar Software Technology Co., Ltd. October 10, 2012 TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 4 2. INTELLECTUAL PROPERTY RIGHTS 4 3. SERVICE FEE AND PAYMENT 4 4. 4 5. CONFIDENTIALITY] [Restated Loan Agreement among Beijing Qunar Software Technology Co., Ltd. ZHANG Dongchen And ZHUANG Chenchao October 10, 2012 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2. LOANS 4 3. CONDITIONS PRECEDENT 6 4. 7] [Restated Equity Option Agreement Among Qunar Cayman Islands Limited Beijing Qunar Software Technology Co., Ltd. ZHANG Dongchen ZHUANG Chenchao And Beijing Qu Na Information Technology Co., Ltd. October 10, 2012 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2. PURCHASE AND SALE OF EQUITY INTEREST 5 3. UNDERTAKINGS 7 4.] [EQUITY INTEREST PLEDGE AGREEMENT among Beijing Qunar Software Technology Co., Ltd. and ZHUANG Chenchao and ZHANG Dongchen October 10, 2012 Agreement PRC This Equity Interest Pledge Agreement (this “ Pledgee: Beijing Qunar Software Technology Co., Ltd. Registered Address: Room 1701-1707, 1710-1720,17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing, China. Legal Representative: Tang Hesong Pledgors: Zhuang] [Dated: April 12, 2013 POWER OF ATTORNEY POA I, Zhuang Chenchao (ID card no. 310107197603264035) hereby irrevocably authorize any individual appointed, in writing, by Beijing Qunar Software Technology Co., Ltd. , who is approved by Qunar Cayman Islands Limited (Authorizee) to solely exercise , in the manner as approved by Qunar Cayman Islands Limited the following powers and rights during] [Supplementary Agreement to the Control Documents Agreement PRC This Supplementary Agreement to the Control Documents ( by and among (1) WFOE Beijing Qunar Software Technology Co., Ltd. ( (2) ( Beijing Qunar Beijing Qu Na Information Technology Co., Ltd. (3) Qunar Cayman Qunar Cayman Islands Limited, a Cayman Islands exempted company ( (4) Shareholder A Zhuang Chenchao, a PRC citizen,]

QUNR [Qunar Cayman Islands] DRS/A: CALCULATION OF REGISTRATION FEE Title of Each Class

[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) (2) Proposed Maximum Amount Of Ordinary shares, par value US$0.001 per share (3) US$ US$ (1) (2) (3) American depositary shares issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 filed with the Commission on] [EMPLOYMENT AGREEMENT Agreement Company Executive This Employment Agreement (the “ WHEREAS, the Company and Executive wish to enter into an employment agreement whereby the Executive will be employed by the Company in accordance with the terms and conditions stated below; NOW, THEREFORE, the parties hereby agree as follows: ARTICLE 1 MPLOYMENT UTIES ND ESPONSIBILITIES E . Employment. Section 1.01 .] [Restated Exclusive Technical Consulting and Services Agreement between Beijing Qu Na Information Technology Co., Ltd. and Beijing Qunar Software Technology Co., Ltd. October 10, 2012 TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 4 2. INTELLECTUAL PROPERTY RIGHTS 4 3. SERVICE FEE AND PAYMENT 4 4. 4 5. CONFIDENTIALITY] [Restated Loan Agreement among Beijing Qunar Software Technology Co., Ltd. ZHANG Dongchen And ZHUANG Chenchao October 10, 2012 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2. LOANS 4 3. CONDITIONS PRECEDENT 6 4. 7] [Restated Equity Option Agreement Among Qunar Cayman Islands Limited Beijing Qunar Software Technology Co., Ltd. ZHANG Dongchen ZHUANG Chenchao And Beijing Qu Na Information Technology Co., Ltd. October 10, 2012 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2. PURCHASE AND SALE OF EQUITY INTEREST 5 3. UNDERTAKINGS 7 4.] [EQUITY INTEREST PLEDGE AGREEMENT among Beijing Qunar Software Technology Co., Ltd. and ZHUANG Chenchao and ZHANG Dongchen October 10, 2012 Agreement PRC This Equity Interest Pledge Agreement (this “ Pledgee: Beijing Qunar Software Technology Co., Ltd. Registered Address: Room 1701-1707, 1710-1720,17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing, China. Legal Representative: Tang Hesong Pledgors: Zhuang] [Dated: April 12, 2013 POWER OF ATTORNEY POA I, Zhuang Chenchao (ID card no. 310107197603264035) hereby irrevocably authorize any individual appointed, in writing, by Beijing Qunar Software Technology Co., Ltd. , who is approved by Qunar Cayman Islands Limited (Authorizee) to solely exercise , in the manner as approved by Qunar Cayman Islands Limited the following powers and rights during] [Supplementary Agreement to the Control Documents Agreement PRC This Supplementary Agreement to the Control Documents ( by and among (1) WFOE Beijing Qunar Software Technology Co., Ltd. ( (2) ( Beijing Qunar Beijing Qu Na Information Technology Co., Ltd. (3) Qunar Cayman Qunar Cayman Islands Limited, a Cayman Islands exempted company ( (4) Shareholder A Zhuang Chenchao, a PRC citizen,]

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