RENN [Renren] F-1: PROSPECTUS (SUBJECT TO COMPLETION) ISSUED APRIL 15, 2011

[PROSPECTUS (SUBJECT TO COMPLETION) ISSUED APRIL 15, 2011 53,100,000 American Depositary Shares Renren Inc. Representing 159,300,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of Renren Inc. Each ADS represents three Class A ordinary shares of Renren Inc., par value US$0.001 per share. We are offering 42,898,711 ADSs, and the selling shareholders] [HE OMPANIES AW EVISION T F HE AYMAN SLANDS O OMPANY IMITED Y HARES C AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RENREN INC. by the special resolutions of the members on March 25, 2011) HE OMPANIES AW EVISION T F HE AYMAN SLANDS O OMPANY IMITED Y HARES C AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF RENREN] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF RENREN INC. Adopted by a Special Resolution passed on April 14, 2011 and effective immediately upon the completion of the Company’s initial public offering of Class A Ordinary Shares represented by American Depositary Shares 1. The name of the Company] [Renren Inc. Incorporated under the laws of the Cayman Islands Number: Class A Ordinary Shares: THIS IS TO CERTIFY THAT Class A Ordinary Shares in Renren Inc., a company incorporated under the laws of the Cayman Islands (the Company “ Executed as a deed by the Company as of the Director In the presence of:] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT [DATE] W I T N E S S E T H T H A T: WHEREAS WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE ARTICLE I DEFINITIONS All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated: ADS Record Date Section 1.1 “ Affiliate Section 1.2 “ 1] [EXECUTION VERSION OAK PACIFIC INTERACTIVE AMENDED AND RESTATED VOTING AGREEMENT AMENDED AND RESTATED VOTING AGREEMENT Agreement Company Schedule A Junior Preferred Investor Junior Preferred Investors Schedule B Founder Founders Schedule C UU Holders Schedule D Series C Investor Series C Investors Schedule E New Investor New Investors This RECITALS: Prior Agreement 1. This Agreement amends and restates that certain Voting] [EXECUTION VERSION OAK PACIFIC INTERACTIVE AMENDED AND RESTATED RIGHT OF FIRST OFFER AND CO-SALE AGREEMENT AMENDED AND RESTATED RIGHT OF FIRST OFFER AND CO-SALE AGREEMENT Agreement Company Schedule A Junior Preferred Investor Junior Preferred Investors Schedule B Founder Founders Schedule C UU Holders Schedule D Series C Investor Series C Investors Schedule E New Investor New Investors This RECITALS: Prior] [EXECUTION VERSION OAK PACIFIC INTERACTIVE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Agreement Company Schedule A Junior Preferred Investor Junior Preferred Investors Schedule B Founder Founders Schedule C UU Holders Schedule D Series C Investor Series C Investors Schedule E New Investor New Investors This RECITALS: Prior Agreement 1. This Agreement amends and restates that] [Execution Copy AGREEMENT THIS AGREEMENT “ Agreement Company “ Investor RECITALS Purchase Agreement Whereas, the Company and Investor entered into that certain Series D Securities Purchase Agreement, dated as of April 4, 2008 (the “ Voting Agreement M&AA Board NOW, THEREFORE Definitions Section 1. - 1 - Execution Copy Conditions to Investor’s Rights Section 2. (b) Investor hereby consents to] [FORM OF APPLEBY LEGAL OPINION e-mail: apaizes@applebyglobal.com direct dial: Tel: Fax: RENREN INC appleby ref: AGP/ 311904.0009 Dear Sirs [ ] 2011 Renren Inc. (the “Company”) Offering Option Shares Prospectus Registration Statement Commission This opinion as to Cayman Islands law is addressed to you in connection with the offer and sale by the Company (the “ 1. Underwriter Underwriting Agreement] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] April [ ], 2011 Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China American Depositary Shares of Renren Inc. (the “Company”) Re: Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals] [To: Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion on PRC Tax Matters PRC We are lawyers qualified in the People’s Republic of China (the — — We are acting as the PRC counsel for Renren Inc. (the A. Documents Examined, Definition and] [FORM OF APPLEBY LEGAL OPINION e-mail: apaizes@applebyglobal.com direct dial: Tel: Fax: RENREN INC. appleby ref: AGP/ 311904.0009 Dear Sirs [ ] 2011 Renren Inc. (the “Company”) Shares Registration Statement Commission We have acted as legal counsel in the Cayman Islands to the Company in connection with the offer and sale by the Company of certain Class A ordinary shares of] [OAK PACIFIC INTERACTIVE 2006 Equity Incentive Plan The Oak Pacific InterActive 2006 Equity Incentive Plan (the “Plan”) was adopted by the Board of Directors of Oak Pacific InterActive, an exempted company incorporated under the Companies Law (2004 revision) of Cayman Islands (the “Company”), effective as of February 27, 2006 and was approved by the Company’s shareholders on February 27, 2006.] [OAK PACIFIC INTERACTIVE 2008 Equity Incentive Plan The Oak Pacific Interactive 2008 Equity Incentive Plan (the “Plan”) was adopted by the Board of Directors of Oak Pacific Interactive, an exempted company incorporated under the Companies Law (2004 revision) of Cayman Islands (the “Company”), effective as of January 31, 2008. ARTICLE 1 PURPOSE The purpose of the Plan is to foster] [OAK PACIFIC INTERACTIVE 2009 Equity Incentive Plan The Oak Pacific Interactive 2009 Equity Incentive Plan (the “Plan”) was adopted by the Board of Directors of Oak Pacific Interactive, an exempted company incorporated under the Companies Law (2004 revision) of Cayman Islands (the “Company”), effective as of October 15, 2009. ARTICLE 1 PURPOSE The purpose of the Plan is to foster] [RENREN INC. 2011 SHARE INCENTIVE PLAN (Adopted by the board of directors on April 14, 2011 and approved by the shareholders on April 14, 2011.) ARTICLE 1 PURPOSE Plan Company The purpose of the Renren Inc. Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings] [FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT Agreement Company Indemnitee WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE Indemnification 1. Indemnification of Expenses (a) Third-Party Claims Claim Agent Indemnification Event Expenses (i) 1 Derivative Actions except (ii) Reviewing Party Expense Advance (b) 2 Contribution (c) Securities Act Survival Regardless of Investigation (d) Change in Control M&A (e) Mandatory Payment of Expenses (f)] [FORM OF EMPLOYMENT AGREEMENT Agreement” Company Executive This EMPLOYMENT AGREEMENT (the “ RECITALS WHEREAS, 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) and under the terms and conditions of the Agreement; WHEREAS, the Executive desires to be employed by the Company during the] [BUSINESS OPERATIONS AGREEMENT Agreement PRC This Business Operations Agreement (this “ by and among the following parties: (1) Qianxiang Shiji Technology Development (Beijing) Co., Ltd. PARTY A: Legal Address: Room 701A, South, Yinhai Plaza, Jia No. 10, Zhongguancun South Street, Haidian District, Beijing, China Legal Representative: Chen Yizhou (2) Beijing Qianxiang Tiancheng Technology Development Co., Ltd. PARTY B: Legal Address:] [AMENDED AND RESTATED EQUITY OPTION AGREEMENT Agreement PRC This Amended and Restated Equity Option Agreement (this “ (1) PARTY A: Qianxiang Shiji Technology Development (Beijing) Co., Ltd. Shi Ji Registered Address: Room 701A, South, Yinhai Plaza, Jia No. 10, Zhongguancun South Street, Haidian District, Beijing, China Legal Representative: Chen Yizhou and (2) PARTY B: Liu Jian Grantor PRC Identification Card] [AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Amended and Restated Equity Interest Pledge Agreement (this “ (1) PLEDGEE: Qianxiang Shiji Technology Development (Beijing) Co., Ltd. and (2) PLEDGOR: Liu Jian PRC Identification Card No: 310102197211124453 Residential Address: Room 1504, No.2, Nong 138, Nandan Road, Xuhui District, Shanghai, China Party Parties (individually a “ WHEREAS: A. Tian Cheng] [POWER OF ATTORNEY PRC Mr. Liu Shi Ji Tian Cheng Operations Agreement I, Yang Jing, citizen of the People’s Republic of China (the “ I hereby authorize and designate Mr. Liu to vote on my behalf at the shareholders’ meetings of Tian Cheng and exercise the full voting rights as its shareholder as granted to me by law and under] [SPOUSAL CONSENT SPOUSAL CONSENT EX-10.11 24 dex1011.htm SPOUSAL CONSENTS] [AMENDED AND RESTATED LOAN AGREEMENT Agreement PRC This Amended and Restated Loan Agreement (this “ by and between the following parties: (1) LENDER: Qianxiang Shiji Technology Development (Beijing) Co., Ltd. Registered Address: Room 701A, South, Yinhai Plaza, Jia No 10, Zhongguancun South Street, Haidian District, Beijing, China Legal Representative: Chen Yizhou and (2) BORROWER PRC Identification Card No: 310102197211124453 Residential] [AMENDED AND RESTATED EXCLUSIVE TECHNICAL SERVICE AGREEMENT Agreement PRC This Amended and Restated Exclusive Technical Service Agreement (this “ (1) Qianxiang Shiji Technology Development (Beijing) Co., Ltd. PARTY A: Legal Address: Room 701A, South, Yinhai Plaza, Jia No. 10, Zhongguancun South Street, Haidian District, Beijing, China Legal Representative: Chen Yizhou (2) Beijing Qianxiang Tiancheng Technology Development Co., Ltd. PARTY B:] [AMENDED AND RESTATED INTELLECTUAL PROPERTY RIGHT LICENSE AGREEMENT Agreement PRC This Amended and Restated Intellectual Property Right License Agreement (the “ (1) Qianxiang Shiji Technology Development (Beijing) Co., Ltd. The Licensor: and (2) Beijing Qianxiang Tiancheng Technology Development Co., Ltd. The Licensee: WHEREAS: A. Intellectual Property Rights Under the Agreement” B. The Licensee, a limited liability company registered in Beijing] [EXECUTION VERSION SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT Agreement Seller Buyer This RECITALS: WHEREAS Target Shares Target Targets Target Class of Shares and percentage owned by Seller Number of Shares Mop.com, a Cayman Islands company Ordinary Shares, US$.0001 par value (100%) 87,037,000 Gummy Inc., a Japanese corporation Common Stock (100%) 15,495 Global Net Limited Ordinary Shares, US$.001 par value (19.9%)] [Execution Version OAK PACIFIC INTERACTIVE SERIES D SECURITIES PURCHASE AGREEMENT April 4, 2008 1. INTERPRETATION 1 2. PURCHASE AND SALE OF THE SERIES D SECURITIES 7 3. INVESTORS’ DELIVERABLES 9 4. 10 5. 21 6. 24 7. POST-CLOSING COVENANTS] [Execution Copy FIRST AMENDMENT TO THE SERIES D SECURITIES PURCHASE AGREEMENT Amendment Company Investor This First Amendment to the Series D Securities Purchase Agreement (this “ RECITALS Agreement The Company and the Investor entered into that certain Series D Securities Purchase Agreement, dated as of April 4, 2008 (the “ Capitalized terms used but not otherwise defined herein have the] [Execution Copy ACT TRANSFER THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “ OAK PACIFIC INTERACTIVE AMENDED AND RESTATED (2009) Company Exercise Price 1. 2. 2.1 Joinder Agreement provided Company Exercise Form - 2 - Exercise Date prior The respective dates of delivery of the aggregate Initial Exercise Price and the aggregate Remaining Exercise Price under clause] [EXECUTION VERSION ACT TRANSFER THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “ OAK PACIFIC INTERACTIVE SECOND AMENDED AND RESTATED (2010) Company Tranche 3 Exercise Period Call-Only Exercise Period Exercise Periods Exercise Price 1. 2. 2.1 Joinder Agreement Company Exercise Form - 2 - Exercise Date Each date of delivery of payment under clause (a) or (b)] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Company Renren Inc., a company incorporated in the Cayman Islands (the “ (2) Purchaser Purchasers Party, Parties each of the parties set forth in W I T N E S S E T H Registration Statement SEC Offering ADS Ordinary Shares WHEREAS, the Company has filed a registration statement on Form] [REGISTRATION RIGHTS AGREEMENT Agreement REGISTRATION RIGHTS AGREEMENT (this “ (1) Company Renren Inc., a company incorporated in the Cayman Islands (the “ (2) Investor Investors Party Parties The Investors on the one hand, and the Company on the other hand, are sometimes herein referred to each as a “ RECITALS A. Subscription Agreement The Company and the Investors have entered] [Subsidiaries Place of Incorporation CIAC/ChinaInterActiveCorp Cayman Islands Qianxiang Shiji Technology Development PRC Variable Interest Entity Beijing Qianxiang Tiancheng Technology PRC Subsidiaries of Variable Interest Entity Beijing Qianxiang Wangjing Technology PRC Shanghai Qianxiang Changda Internet PRC Beijing Nuomi Wang Technology Development PRC 1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated April 15, 2011 relating to the consolidated financial statements of Renren Inc. and its subsidiaries and variable interest entities as of December 31, 2009 and 2010, and for the each of the three years in the period] [Huang Hui Chief Financial Officer Renren Inc. 23/F, Jing An Center, 8 North Third Ring Road East Beijing, China Postal Code: 100028 Subject: WRITTEN CONSENT TO REFERENCE MARSH FINANCIAL ADVISORY SERVICES LIMITED VALUATION IN F-1 FILING OF RENREN INC. Dear Ms. Huang: Yours faithfully, Marsh Financial Advisory Services Limited EX-23.5 37 dex235.htm CONSENT OF MARSH FINANCIAL ADVISORY SERVICES LIMITED] [April 15, 2011 Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China +86 (10) 8448-1818 Ladies and Gentlemen: Sincerely yours, 1 EX-23.6 38 dex236.htm CONSENT OF DEREK PALASCHUK] [April 15, 2011 Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China +86 (10) 8448-1818 Ladies and Gentlemen: Sincerely yours, 1 EX-23.7 39 dex237.htm CONSENT OF RUIGANG LI] [RENREN INC. CODE OF BUSINESS CONDUCT AND ETHICS (Adopted by the Board of Directors of Renren Inc. on April 11, 2011, effective upon the effectiveness of the Company’s Registration Statement on Form F-1 relating to the Company’s initial public offering) I. PURPOSE This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical] [— [ To: Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion We are lawyers qualified in the People’s Republic of China (the “PRC”) and are qualified to issue opinions on PRC Laws (as defined in Section I). For the purpose of this legal]

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VNET [21Vianet] F-1: (Original Filing)

[PROSPECTUS (Subject to Completion) Issued , 2011 American Depositary Shares 21Vianet Group, Inc. Representing Class A Ordinary Shares 21Vianet Group, Inc. is offering American depositary shares, or ADSs, each representing Class A ordinary shares, par value US$0.00001 per share. This is our initial public offering and no public market currently exists for our ADSs or shares. We anticipate that the] [Execution Version THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF 21VIANET GROUP, INC. (adopted by special resolution of Members passed on February 17, 2011) THE COMPANIES LAW (2010 REVISION) COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF 21VIANET GROUP, INC. (adopted] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF 21VIANET GROUP, INC. (Adopted by a Special Resolution passed on March 31, 2011 and effective immediately prior to the completion of the Company’s initial public offering of Class A Ordinary Shares represented by American Depository Shares) THE] [21VIANET GROUP, INC. Number Class A Ordinary Share(s) - [no. of shares] - Incorporated under the laws of the Cayman Islands US$7,700 Share capital is [no. of shares] Class A Ordinary Shares US$0.0001 (i) [no. of shares] Class B Ordinary Shares US$0.0001 [name of shareholder] [no. of shares] THIS IS TO CERTIFY THAT DIRECTOR] [EXECUTION VERSION th day of January, 2011 Dated this 14 21VIANET GROUP, INC. AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT 1. DEFINITIONS 4 2. RESTRICTIONS ON TRANSFERS OF SHARES 9 3. RIGHTS OF REFUSAL 9 4. RIGHTS OF CO-SALE 11 5. RIGHTS AS A HOLDER 13 6. NON-EXERCISE OF RIGHTS] [Execution Version Dated February 17, 2011 21VIANET GROUP, INC. AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED JANUARY 14, 2011 This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Amendment No. 1 to SHA”) dated January 14, 2011 is made on February 17, 2011 (the “Effective Date”), BY AND AMONG (A) 21VIANET GROUP, INC.] [EXECUTION VERSION th day of January, 2011 Dated this 14 21VIANET GROUP, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT TABLE OF CONTENTS 1. DEFINITIONS 1 2. REGISTRATION RIGHTS 5 2.1 Demand Registration Rights 5 2.2 Piggyback Registration Rights 7 2.3 Form F-3 Registration 9] [Joinder “Agreement” CISCO SYSTEMS INTERNATIONAL, B.V. Hans Albers Managing Director “Approved by Legal” EX-4.7 8 dex47.htm JOINDER TO THE REGISTRATION RIGHTS AGREEMENT DATED FEBRUARY 16, 2011] [Our ref VZL\653749\4416045v1 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com 21Vianet Group, Inc. M5, 1 Jiuxianqiao East Road Chaoyang District Beijing 100016 People’s Republic of China 4 April 2011 Dear Sirs 21Vianet Group, Inc. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to 21Vianet Group Inc. (the “ 1 Documents Reviewed For the purposes of] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] May [ ], 2011 21Vianet Group, Inc. M5, 1 Jiuxianqiao East Road, Chaoyang District Beijing 100016 People’s Republic of China Re: American Depositary Shares of 21Vianet Group, Inc. (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies] [Legal Opinion — Date [ 21 Vianet Group, Inc — Address:[ Re: The Listing of 21 Vianet Group, Inc on — Ladies and Gentlemen: PRC — ADSs — Ordinary Shares Company Offering — Listing Transaction We are qualified lawyers of the People’s Republic of China (the “ — — — Underwriting Agreement Capitalized terms used herein and not otherwise defined] [Share Transfer Agreement Among Beijing 21Vianet Broad Band Data Center Co., Ltd. Ran Cheng Fahua Xue Chenghua Hong Beijing Shidai Tonglian Technology Co., Ltd. Beijing Chengyi Shidai Network Technology Co., Ltd. And Zhibo Xintong (Beijing) Network Technology Co., Ltd. September 21, 2010 Contents Articles Pages I. Definitions 5 II. Share Purchase 7 III. 9] [ATTORNEY WORK PRODUCT PRIVILEGED AND CONFIDENTIAL SKADDEN DRAFT 9/13/2010 PERFORMANCE INCENTIVE AGREEMENT by and among Beijing Shi Dai Tong Lian Technology Company Limited, Beijing Cheng Yi Shi Dai Network Technology Company Limited, Zhi Bo Xin Tong (Beijing) Network Technology Company Limited, Ran Cheng, AsiaCloud Inc., and 21ViaNet Broadband Limited dated as of September 21, 2010 Table of Content Article I] [FORM OF DIRECTOR INDEMNIFICATION AGREEMENT DIRECTOR INDEMNIFICATION AGREEMENT Agreement Company Director Indemnitee WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE Indemnification 1. Indemnification of Expenses (a) Third-Party Claims Claim Agent Indemnification Event Expenses (i) 0 Derivative Actions except (ii) Reviewing Party Expense Advance (b) Contribution (c) 1 Securities Act Survival Regardless of Investigation (d) Change in Control M&A (e) Mandatory Payment of] [FORM OF EMPLOYMENT AGREEMENT Agreement” Company Executive This EMPLOYMENT AGREEMENT (the “ RECITALS WHEREAS, 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) and under the terms and conditions of the Agreement; WHEREAS, the Executive desires to be employed by the Company during the] [Loan Agreement This Loan Agreement (hereafter referred to as the “Agreement”), dated as of January 28, 2011, was made and entered into between (1) Beijing 21Vianet Broad Band Data Center Co., Ltd. (the “Lender”) Registered address: 3/F, Building 5, No.1 Jiuxianqiao Road, Chaoyang District, Beijing Post code: 100016 (2) Sheng Chen ID No. 110108196807271450 Jun Zhang ID No. 110108196803261474 (Chen] [Share Pledge Agreement This Agreement was signed on February 23, 2011. Party A: 21Vianet Data Center Co. Ltd. Party B: Sheng Chen, Jun Zhang, Ran Cheng, Beijing aBitCool Network Technology Co. Ltd. For the following issues, the above Parties, through equal and voluntary discussions, have reached an agreement and hereby agree to enter into this Agreement to be abided by] [Power of Attorney Beijing aBitCool Network Technology Co., Ltd. 21Vianet Data Center Company Limited I, , a Chinese national (Chinese Identification Card No.:110108680727145), and a holder of % (“My Share”) of WFOE is hereby authorized to act on my behalf as my exclusive agent and attorney with respect to all matters concerning My Share including but not limited to: 1)] [Power of Attorney 21Vianet Data Center Company Limited Beijing aBitCool Network Technology Co., Ltd. The Company, AsiaCloud Inc. As to the voting rights of Target Company, the Company hereby irrevocably authorizes AsiaCloud Inc. AsiaCloud Inc. AsiaCloud Inc. All the actions conducted by AsiaCloud Inc. This Power of Attorney shall be irrevocable and continuously valid from the date of execution of] [EXCLUSIVE TECHNICAL CONSULTING AND SERVICES AGREEMENT This Exclusive Technical Consulting and Services Agreement (the “Agreement”) is entered into as of December 19, 2006 by and between the following parties: The PRC Subsidiary: 21ViaNet China Inc. Address: B 28 UBP, 10 Jiuxianqiao Road, Chaoyang District, Beijing 100016, the PRC The ISP Entities: 21ViaNet System Limited Address: BOE Science Park, No. 10] [OPTIONAL SHARE PURCHASE AGREEMENT The Optional Share Purchase Agreement, dated as of December 19, 2006 (the “Agreement”), is made by and among the following parties: (1) 21ViaNet China Inc. (2) 21ViaNet System Limited th Floor, Science and Technology Building of Electronic Plaza, No. 12 Jiuxianqiao Road, Chaoyang District, Beijing, the PRC (“VNB”, and together with VNS, the “ISP Entities”); and] [Confirmation Letter I have known, fully understood and agreed to the execution and performance of the following agreements: 1. The Loan Agreement signed by Sheng Chen, Jun Zhang and 21Vianet Data Center Company Limited dated January 28, 2011. 2. The Letter of Undertakings jointly issued to Beijng aBitCool Network Technology Co. Ltd. by Sheng Chen, Jun Zhang, 21Vianet Data Center] [21Vianet Group, Inc. (formerly known as AsiaCloud Inc.) 2010 SHARE INCENTIVE PLAN (Adopted on July 16, 2010 and amended on January 14, 2011; share information has reflected the 10-for-1 share split effective on March 31, 2011) ARTICLE 1 PURPOSE Plan Company The purpose of the 21Vianet Group, Inc. Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the] [Service Agreement of Beijing aBitCool Network Technology Co., Ltd. This agreement includes purchase order and standard terms. Purchase Order User (Party A) Tel: Fax: Address: Zip Code: Service Provider (Party B) Beijing aBitCool Network Technology Co., Ltd. Tel: (86 10) 8456 2121 Fax: (86 10) 8456 4234 Address: No.10 Jiuxianqiao Road, Chaoyang District, Beijing Zip Code: 100016 Service Address: Jing] [Broadband Internet (Chinanet) Access Agreement Place of Execution: Beijing Date of Execution: May, 2010 Party A: Beijing 21Vianet Broad Band Data Center Co., Ltd. (hereinafter referred to as “Party A”) Legal Representative: Address: Contact Person: Party B: Shanghai Guotong Network Co., Ltd. Legal Representative: Address: Contact Person: To satisfy Party A’s growing needs of internet-based business and better facilitate its] [Equipment and Cabinet Lease Agreement Party A: Party B: (Collectively, the “Parties”) Through friendly negotiations and based on the principles of mutual benefits, looking for a long-term cooperation relationship, the Parties hereby agree as follows with respect to the lease of server room equipment and other operational equipment by Party B to Party A: ARTICLE 1 COOPERATION ON LEASE Party] [ENGERGY AND TECHNOLOGY SERVICES AGREEMENT Party A: Party B: (Collectively, the “Parties”) The Parties agree as follows in connection with the provision of Internet data center smart energy technology services to Party A from Party B through friendly negotiations and based on the principles of mutual benefit and long-term cooperation. ARTICLE 1 SUBJECT MATTER AND PRICE The subject matter under] [Sale and Purchase Agreement Party A (Purchaser): 21Vianet (Xi’an) Information Outsourcing Industry Park Services Co., Ltd. Party B (Seller): 21Vianet Xi’an Technology Limited Based on the principal of mutual benefit and long-term cooperation and on the basis of equality and friendly negotiation, with regard to the sale of cabinets and supplemental infrastructure and equipments, Party A and Party B hereby] [IDC Server Room Outsourcing Agreement Party A: Beijing 21Vianet Broad Band Data Center Co., Ltd. Party B: 21Vianet Engineering Technology Services Co., Ltd. (“VEE”) (Collectively, the “Parties”) RTICLE A EFINITION D 1. Facilities mean power distribution system, UPS system (including battery), air conditioning system, fire prevention system, data center monitoring system, access control system, and CCTV monitoring system in the] [Form Asset Transfer Agreement This agreement is entered into by the following parties on Transferee: Transferor: Through friendly negotiation, Party A and Party B hereby agree to the following with respect to asset transfer: 1. Asset transfer 1.1 Party B hereby agrees to transfer to Party A and Party A hereby agrees to accept the 2. Transfer price 2.1 Party] [Premise Lease Agreement Lessor: BOE Estate Management Division Address: No. 10, Jiuxianqiao Road, Chaoyang District, Beijing Tel: 010-59756582 Fax: 010-59756570 Lessee: Beijing 21Vianet Broad Band Data Center Co., Ltd. Address: No. 10, Jiuxianqiao Road, Chaoyang District, Beijing Legal representative: Jun Zhang Tel: 84562121 Fax: 84564234 WHEREAS, 2. The Lessee is a duly incorporated enterprise legal person (registration number: 110105009411300) and] [Premise Lease Contract Lessor: BOE Estate Management Division Address: No. 10, Jiuxianqiao Road, Chaoyang District, Beijing Legal Representative: Dongsheng Wang Tel: 59756582 Fax: 59756570 Lessee: Beijing 21Vianet Broad Band Data Center Co., Ltd. Address: No. 10, Jiuxianqiao Road, Chaoyang District, Beijing Legal representative: Shen Chen Tel: 84562121 Fax: 84564234 WHEREAS, 1. The Lessee has previously entered into a premise lease] [List of Subsidiaries Subsidiaries Jurisdiction of Incorporation 21Vianet Group Limited Hong Kong 21Vianet Data Center Company Limited PRC Variable Interest Entities Beijing aBitCool Network Technology Co., Ltd. PRC Beijing 21Vianet Broad Band Data Center Co., Ltd. PRC 21Vianet (Xi’an) Information Outsourcing Industry Park Services Co., Ltd. PRC Shanghai Wantong 21Vianet Information Technology Co., Ltd. PRC Zhiboxintong (Beijing) Network Technology Co.,] [Consents of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 1, 2011 (except for Note 26(d) as to which the date is April 4, 2011), with respect to the consolidated financial statements of 21Vianet Group, Inc., included in the Registration Statement (Form] [WRITTEN CONSENT OF KING & WOOD April 4, 2011 21Vianet Group, Inc. M5, 1 Jiuxianqiao East Road, Chaoyang District, Beijing 100016, People’s Republic of China Ladies and Gentlemen: Our offices are located at 40th Floor, Office Tower A, Beijing Fortune Plaza, 7 Dongsanhuan Zhonglu, Chaoyang District, Beijing 100020, People’s Republic of China. Very truly yours, King & Wood EX-23.4 35] [March 17, 2011 21Vianet Group, Inc. M5, 1 Jiuxianqiao East Road, Chaoyang District Beijing 100016, the People’s Republic of China (86 10) 8456-2121 Ladies and Gentlemen: Sincerely yours, Terry Wang EX-23.5 36 dex235.htm CONSENT OF TERRY WANG, AN INDEPENDENT DIRECTOR APPOINTEE] [21VIANET GROUP, INC. CODE OF BUSINESS CONDUCT AND ETHICS (Adopted by the Board of Directors of 21Vianet Group, Inc. on February 25, 2011, effective upon the effectiveness of the Company’s Registration Statement on Form F-1 relating to the Company’s initial public offering) I. PURPOSE This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including]

By | 2016-03-27T04:45:33+00:00 April 4th, 2011|Categories: Chinese Stocks, SEC Original, VNET|Tags: , , , , , |0 Comments
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VNET [21Vianet] F-1: PROSPECTUS (Subject to Completion) Issued , 2011 American

[PROSPECTUS (Subject to Completion) Issued , 2011 American Depositary Shares 21Vianet Group, Inc. Representing Class A Ordinary Shares 21Vianet Group, Inc. is offering American depositary shares, or ADSs, each representing Class A ordinary shares, par value US$0.00001 per share. This is our initial public offering and no public market currently exists for our ADSs or shares. We anticipate that the] [Execution Version THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF 21VIANET GROUP, INC. (adopted by special resolution of Members passed on February 17, 2011) THE COMPANIES LAW (2010 REVISION) COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF 21VIANET GROUP, INC. (adopted] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF 21VIANET GROUP, INC. (Adopted by a Special Resolution passed on March 31, 2011 and effective immediately prior to the completion of the Company’s initial public offering of Class A Ordinary Shares represented by American Depository Shares) THE] [21VIANET GROUP, INC. Number Class A Ordinary Share(s) - [no. of shares] - Incorporated under the laws of the Cayman Islands US$7,700 Share capital is [no. of shares] Class A Ordinary Shares US$0.0001 (i) [no. of shares] Class B Ordinary Shares US$0.0001 [name of shareholder] [no. of shares] THIS IS TO CERTIFY THAT DIRECTOR] [EXECUTION VERSION th day of January, 2011 Dated this 14 21VIANET GROUP, INC. AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT 1. DEFINITIONS 4 2. RESTRICTIONS ON TRANSFERS OF SHARES 9 3. RIGHTS OF REFUSAL 9 4. RIGHTS OF CO-SALE 11 5. RIGHTS AS A HOLDER 13 6. NON-EXERCISE OF RIGHTS] [Execution Version Dated February 17, 2011 21VIANET GROUP, INC. AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED JANUARY 14, 2011 This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Amendment No. 1 to SHA”) dated January 14, 2011 is made on February 17, 2011 (the “Effective Date”), BY AND AMONG (A) 21VIANET GROUP, INC.] [EXECUTION VERSION th day of January, 2011 Dated this 14 21VIANET GROUP, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT TABLE OF CONTENTS 1. DEFINITIONS 1 2. REGISTRATION RIGHTS 5 2.1 Demand Registration Rights 5 2.2 Piggyback Registration Rights 7 2.3 Form F-3 Registration 9] [Joinder “Agreement” CISCO SYSTEMS INTERNATIONAL, B.V. Hans Albers Managing Director “Approved by Legal” EX-4.7 8 dex47.htm JOINDER TO THE REGISTRATION RIGHTS AGREEMENT DATED FEBRUARY 16, 2011] [Our ref VZL\653749\4416045v1 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com 21Vianet Group, Inc. M5, 1 Jiuxianqiao East Road Chaoyang District Beijing 100016 People’s Republic of China 4 April 2011 Dear Sirs 21Vianet Group, Inc. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to 21Vianet Group Inc. (the “ 1 Documents Reviewed For the purposes of] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] May [ ], 2011 21Vianet Group, Inc. M5, 1 Jiuxianqiao East Road, Chaoyang District Beijing 100016 People’s Republic of China Re: American Depositary Shares of 21Vianet Group, Inc. (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies] [Legal Opinion — Date [ 21 Vianet Group, Inc — Address:[ Re: The Listing of 21 Vianet Group, Inc on — Ladies and Gentlemen: PRC — ADSs — Ordinary Shares Company Offering — Listing Transaction We are qualified lawyers of the People’s Republic of China (the “ — — — Underwriting Agreement Capitalized terms used herein and not otherwise defined] [Share Transfer Agreement Among Beijing 21Vianet Broad Band Data Center Co., Ltd. Ran Cheng Fahua Xue Chenghua Hong Beijing Shidai Tonglian Technology Co., Ltd. Beijing Chengyi Shidai Network Technology Co., Ltd. And Zhibo Xintong (Beijing) Network Technology Co., Ltd. September 21, 2010 Contents Articles Pages I. Definitions 5 II. Share Purchase 7 III. 9] [ATTORNEY WORK PRODUCT PRIVILEGED AND CONFIDENTIAL SKADDEN DRAFT 9/13/2010 PERFORMANCE INCENTIVE AGREEMENT by and among Beijing Shi Dai Tong Lian Technology Company Limited, Beijing Cheng Yi Shi Dai Network Technology Company Limited, Zhi Bo Xin Tong (Beijing) Network Technology Company Limited, Ran Cheng, AsiaCloud Inc., and 21ViaNet Broadband Limited dated as of September 21, 2010 Table of Content Article I] [FORM OF DIRECTOR INDEMNIFICATION AGREEMENT DIRECTOR INDEMNIFICATION AGREEMENT Agreement Company Director Indemnitee WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE Indemnification 1. Indemnification of Expenses (a) Third-Party Claims Claim Agent Indemnification Event Expenses (i) 0 Derivative Actions except (ii) Reviewing Party Expense Advance (b) Contribution (c) 1 Securities Act Survival Regardless of Investigation (d) Change in Control M&A (e) Mandatory Payment of] [FORM OF EMPLOYMENT AGREEMENT Agreement” Company Executive This EMPLOYMENT AGREEMENT (the “ RECITALS WHEREAS, 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) and under the terms and conditions of the Agreement; WHEREAS, the Executive desires to be employed by the Company during the] [Loan Agreement This Loan Agreement (hereafter referred to as the “Agreement”), dated as of January 28, 2011, was made and entered into between (1) Beijing 21Vianet Broad Band Data Center Co., Ltd. (the “Lender”) Registered address: 3/F, Building 5, No.1 Jiuxianqiao Road, Chaoyang District, Beijing Post code: 100016 (2) Sheng Chen ID No. 110108196807271450 Jun Zhang ID No. 110108196803261474 (Chen] [Share Pledge Agreement This Agreement was signed on February 23, 2011. Party A: 21Vianet Data Center Co. Ltd. Party B: Sheng Chen, Jun Zhang, Ran Cheng, Beijing aBitCool Network Technology Co. Ltd. For the following issues, the above Parties, through equal and voluntary discussions, have reached an agreement and hereby agree to enter into this Agreement to be abided by] [Power of Attorney Beijing aBitCool Network Technology Co., Ltd. 21Vianet Data Center Company Limited I, , a Chinese national (Chinese Identification Card No.:110108680727145), and a holder of % (“My Share”) of WFOE is hereby authorized to act on my behalf as my exclusive agent and attorney with respect to all matters concerning My Share including but not limited to: 1)] [Power of Attorney 21Vianet Data Center Company Limited Beijing aBitCool Network Technology Co., Ltd. The Company, AsiaCloud Inc. As to the voting rights of Target Company, the Company hereby irrevocably authorizes AsiaCloud Inc. AsiaCloud Inc. AsiaCloud Inc. All the actions conducted by AsiaCloud Inc. This Power of Attorney shall be irrevocable and continuously valid from the date of execution of] [EXCLUSIVE TECHNICAL CONSULTING AND SERVICES AGREEMENT This Exclusive Technical Consulting and Services Agreement (the “Agreement”) is entered into as of December 19, 2006 by and between the following parties: The PRC Subsidiary: 21ViaNet China Inc. Address: B 28 UBP, 10 Jiuxianqiao Road, Chaoyang District, Beijing 100016, the PRC The ISP Entities: 21ViaNet System Limited Address: BOE Science Park, No. 10] [OPTIONAL SHARE PURCHASE AGREEMENT The Optional Share Purchase Agreement, dated as of December 19, 2006 (the “Agreement”), is made by and among the following parties: (1) 21ViaNet China Inc. (2) 21ViaNet System Limited th Floor, Science and Technology Building of Electronic Plaza, No. 12 Jiuxianqiao Road, Chaoyang District, Beijing, the PRC (“VNB”, and together with VNS, the “ISP Entities”); and] [Confirmation Letter I have known, fully understood and agreed to the execution and performance of the following agreements: 1. The Loan Agreement signed by Sheng Chen, Jun Zhang and 21Vianet Data Center Company Limited dated January 28, 2011. 2. The Letter of Undertakings jointly issued to Beijng aBitCool Network Technology Co. Ltd. by Sheng Chen, Jun Zhang, 21Vianet Data Center] [21Vianet Group, Inc. (formerly known as AsiaCloud Inc.) 2010 SHARE INCENTIVE PLAN (Adopted on July 16, 2010 and amended on January 14, 2011; share information has reflected the 10-for-1 share split effective on March 31, 2011) ARTICLE 1 PURPOSE Plan Company The purpose of the 21Vianet Group, Inc. Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the] [Service Agreement of Beijing aBitCool Network Technology Co., Ltd. This agreement includes purchase order and standard terms. Purchase Order User (Party A) Tel: Fax: Address: Zip Code: Service Provider (Party B) Beijing aBitCool Network Technology Co., Ltd. Tel: (86 10) 8456 2121 Fax: (86 10) 8456 4234 Address: No.10 Jiuxianqiao Road, Chaoyang District, Beijing Zip Code: 100016 Service Address: Jing] [Broadband Internet (Chinanet) Access Agreement Place of Execution: Beijing Date of Execution: May, 2010 Party A: Beijing 21Vianet Broad Band Data Center Co., Ltd. (hereinafter referred to as “Party A”) Legal Representative: Address: Contact Person: Party B: Shanghai Guotong Network Co., Ltd. Legal Representative: Address: Contact Person: To satisfy Party A’s growing needs of internet-based business and better facilitate its] [Equipment and Cabinet Lease Agreement Party A: Party B: (Collectively, the “Parties”) Through friendly negotiations and based on the principles of mutual benefits, looking for a long-term cooperation relationship, the Parties hereby agree as follows with respect to the lease of server room equipment and other operational equipment by Party B to Party A: ARTICLE 1 COOPERATION ON LEASE Party] [ENGERGY AND TECHNOLOGY SERVICES AGREEMENT Party A: Party B: (Collectively, the “Parties”) The Parties agree as follows in connection with the provision of Internet data center smart energy technology services to Party A from Party B through friendly negotiations and based on the principles of mutual benefit and long-term cooperation. ARTICLE 1 SUBJECT MATTER AND PRICE The subject matter under] [Sale and Purchase Agreement Party A (Purchaser): 21Vianet (Xi’an) Information Outsourcing Industry Park Services Co., Ltd. Party B (Seller): 21Vianet Xi’an Technology Limited Based on the principal of mutual benefit and long-term cooperation and on the basis of equality and friendly negotiation, with regard to the sale of cabinets and supplemental infrastructure and equipments, Party A and Party B hereby] [IDC Server Room Outsourcing Agreement Party A: Beijing 21Vianet Broad Band Data Center Co., Ltd. Party B: 21Vianet Engineering Technology Services Co., Ltd. (“VEE”) (Collectively, the “Parties”) RTICLE A EFINITION D 1. Facilities mean power distribution system, UPS system (including battery), air conditioning system, fire prevention system, data center monitoring system, access control system, and CCTV monitoring system in the] [Form Asset Transfer Agreement This agreement is entered into by the following parties on Transferee: Transferor: Through friendly negotiation, Party A and Party B hereby agree to the following with respect to asset transfer: 1. Asset transfer 1.1 Party B hereby agrees to transfer to Party A and Party A hereby agrees to accept the 2. Transfer price 2.1 Party] [Premise Lease Agreement Lessor: BOE Estate Management Division Address: No. 10, Jiuxianqiao Road, Chaoyang District, Beijing Tel: 010-59756582 Fax: 010-59756570 Lessee: Beijing 21Vianet Broad Band Data Center Co., Ltd. Address: No. 10, Jiuxianqiao Road, Chaoyang District, Beijing Legal representative: Jun Zhang Tel: 84562121 Fax: 84564234 WHEREAS, 2. The Lessee is a duly incorporated enterprise legal person (registration number: 110105009411300) and] [Premise Lease Contract Lessor: BOE Estate Management Division Address: No. 10, Jiuxianqiao Road, Chaoyang District, Beijing Legal Representative: Dongsheng Wang Tel: 59756582 Fax: 59756570 Lessee: Beijing 21Vianet Broad Band Data Center Co., Ltd. Address: No. 10, Jiuxianqiao Road, Chaoyang District, Beijing Legal representative: Shen Chen Tel: 84562121 Fax: 84564234 WHEREAS, 1. The Lessee has previously entered into a premise lease] [List of Subsidiaries Subsidiaries Jurisdiction of Incorporation 21Vianet Group Limited Hong Kong 21Vianet Data Center Company Limited PRC Variable Interest Entities Beijing aBitCool Network Technology Co., Ltd. PRC Beijing 21Vianet Broad Band Data Center Co., Ltd. PRC 21Vianet (Xi’an) Information Outsourcing Industry Park Services Co., Ltd. PRC Shanghai Wantong 21Vianet Information Technology Co., Ltd. PRC Zhiboxintong (Beijing) Network Technology Co.,] [Consents of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 1, 2011 (except for Note 26(d) as to which the date is April 4, 2011), with respect to the consolidated financial statements of 21Vianet Group, Inc., included in the Registration Statement (Form] [WRITTEN CONSENT OF KING & WOOD April 4, 2011 21Vianet Group, Inc. M5, 1 Jiuxianqiao East Road, Chaoyang District, Beijing 100016, People’s Republic of China Ladies and Gentlemen: Our offices are located at 40th Floor, Office Tower A, Beijing Fortune Plaza, 7 Dongsanhuan Zhonglu, Chaoyang District, Beijing 100020, People’s Republic of China. Very truly yours, King & Wood EX-23.4 35] [March 17, 2011 21Vianet Group, Inc. M5, 1 Jiuxianqiao East Road, Chaoyang District Beijing 100016, the People’s Republic of China (86 10) 8456-2121 Ladies and Gentlemen: Sincerely yours, Terry Wang EX-23.5 36 dex235.htm CONSENT OF TERRY WANG, AN INDEPENDENT DIRECTOR APPOINTEE] [21VIANET GROUP, INC. CODE OF BUSINESS CONDUCT AND ETHICS (Adopted by the Board of Directors of 21Vianet Group, Inc. on February 25, 2011, effective upon the effectiveness of the Company’s Registration Statement on Form F-1 relating to the Company’s initial public offering) I. PURPOSE This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including]

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NQ [NQ Mobile] F-1:

[] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF NETQIN MOBILE INC. (Adopted by Special Resolution on December 15, 2010) 1. NETQIN MOBILE INC. The name of the Company is 2. The Registered Office of the Company shall be at the offices of CARD Corporate Services Ltd. of] [THE COMPANIES LAW (2010 REVISION) SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF NETQIN MOBILE INC. (Adopted by a Special Resolution 1. The name of the Company is NetQin Mobile Inc. 2. The registered office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands, or at] [TRANSFER I (the Transferor) for the value received DO HEREBY transfer to (the Transferee) the Class A Common Shares standing in my name in the undertaking called NETQIN MOBILE INC. To hold the same unto the Transferee Dated Signed by the Transferor in the presence of: Witness Transferor EX-4.2 4 h04742exv4w2.htm EX-4.2] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT Company Depositary W I T N E S S E T H T H A T: WHEREAS WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE ARTICLE I. DEFINITIONS All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated: Affiliate SECTION 1.1 “ Agent SECTION 1.2 “ American Depositary] [THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Agreement THIS THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “ (1) NETQIN MOBILE INC. Company (2) RPL HOLDINGS LIMITED, Founders’ HoldCo ; (3) NETQIN MOBILE (BEIJING) TECHNOLOGY CO., LTD PRC PRC Subsidiary (4) BEIJING NETQIN TECHNOLOGY CO., LTD Domestic Enterprise” Group Companies Group Company (5) Founders Founder the persons listed on (6) Series A] [NETQIN MOBILE INC. THIRD AMENDED AND RESTATED VOTING AGREEMENT “Agreement” “Company” “Investor,” “Investors” “Founder,” “Founders” “Founders’ HoldCo” “Domestic Enterprise” “PRC Subsidiary”, “Group Companies” “Shareholders”. THIS THIRD AMENDED AND RESTATED VOTING AGREEMENT (this RECITALS “Common Shares” A. The Founders, indirectly through their respective ownership interests in the Founders’ HoldCo, are the holders of 50,352,941 common shares of the Company, par value] [SERIES C PREFERRED SHARE PURCHASE AGREEMENT DATED THIS 26 th DAY OF APRIL, 2010 BY AND AMONG NETQIN MOBILE INC. (as “Company”) BEIJING NETQIN TECHNOLOGY CO., LTD (as “Domestic Enterprise”) NETQIN MOBILE (BEIJING) TECHNOLOGY CO., LTD (as “PRC Subsidiary”) the Persons listed on (as “Investors”) the Persons listed on (as “Founders”) AND RPL HOLDINGS LIMITED (as “Founders’ HoldCo”) SERIES C] [SERIES C-1 PREFERRED SHARE PURCHASE AGREEMENT th DATED THIS 12 BY AND AMONG NETQIN MOBILE INC. (as “Company”) BEIJING NETQIN TECHNOLOGY CO., LTD (as “Domestic Enterprise”) NETQIN MOBILE (BEIJING) TECHNOLOGY CO., LTD (as “PRC Subsidiary”) the Persons listed on (as “Investors”) the Persons listed on (as “Founders”) AND RPL HOLDINGS LIMITED (as “Founders’ HoldCo”) SERIES C-1 PREFERRED SHARE PURCHASE AGREEMENT] [Our ref DLK\661944\4401727v2 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com Subject to review and amendment NetQin Mobile Inc. • [ Dear Sirs NetQin Mobile Inc. Company Registration Statement Commission • Offering • ADSs • New Shares Selling Shareholders • • Sale Shares We have acted as Cayman Islands legal advisers to NetQin Mobile Inc. (the “ 1 Documents Reviewed For] [[ ], 2011 NetQin Mobile Inc. Initial Public Offering of NetQin Mobile Inc. (the “Company”) Re: Ladies and Gentlemen: In connection with rendering the opinion set forth herein, we have examined and relied on originals or copies of the following: (a) the Registration Statement; and NetQin Mobile Inc. (b) such other documents, certificates, and records as we have deemed necessary] [JINCHENG TONGDA & NEAL 10th Floor, China World Tower, No.1 Jianguo Menwai Avenue, Beijing 100004, China Tel :(86-10) 5706-8585 Fax :(86-10) 6518-5057, 8515-0267 NetQin Mobile Inc. Re: NetQin Mobile Inc. Public Offering March______, 2011 Dear Sirs, PRC We are qualified lawyers of the People’s Republic of China (the “ Company ADSs Ordinary Shares Offering Listing Transaction We are acting as] [NETQIN MOBILE INC. AMENDED AND RESTATED 2007 GLOBAL SHARE PLAN (Adopted by the Company’s Board of Directors on December 15, 2007, Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b) “ Applicable Law (c) “ Award (d) “ Award Agreement (e) “ Board (f) “ Change in Control (g) “ (i) any “person” (as such term] [NETQIN MOBILE INC. 2011 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the NetQin 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] [INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS 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] [EMPLOYMENT AGREEMENT Agreement” Effective Date Company Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive as its B. The Executive desires to be employed by the Company as its AGREEMENT The parties hereto agree as follows: 1. POSITION Employment The Executive hereby accepts a position of 2. TERM 3. PROBATION No probationary period.] [Business Operations Agreement June 5, 2007 This Business Operations Agreement (the “Agreement”) is made and entered into by and between the following parties (the “Parties”) in Beijing on Party A: NetQin Mobile (Beijing) Technology Co., Ltd. (“NetQin Beijing”) Address: Room 1238-1, Building 1-B, Enterprise Incubator, Zhongguancun Software Industrial Park, Dongbeiwang, Haidian District, Beijing, China Legal Representative: Lin Yu Party B:] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (hereinafter referred to as the “Agreement”) is executed on August 6th, 2007 in Beijing by the following parties: Party A: NetQin Mobile (Beijing) Technology Co., Ltd. Party B: Lin Yu, ID number: 352124197612060013 Zhou Xu, ID number: 110104690310301 Shi Wenyong, ID number: 352124197711280513 Wheareas: 1. Party A is an existing wholly] [Exclusive Technical Consulting Services Agreement This Exclusive Technical Consulting Services Agreement (the “Agreement”) has been signed by the following two parties on June 5, 2007 in Beijing, China. Party A: NetQin Mobile (Beijing) Technology Co., Ltd (“NetQin Beijing”) Party B: Beijing NetQin Technology Co., Ltd (“NetQin Technology”) Whereas: 1. Party A is a foreign-owned enterprise incorporated and existing in the] [Equity Disposition Agreement This Equity Disposition Agreement (the “Agreement”) is executed in Beijing of China on June 5, 2007 by the following parties (the “Parties”): Party A: NetQin Mobile (Beijing) Technology Co., Ltd. (“NetQin Beijing”) Party B: Lin Yu (ID: 352124197612060013) Zhou Xu (ID: 110104690310301) Shi Wenyong (ID: 352124197711280513) Party C: Beijing NetQin Technology Co., Limited (“NetQin Technology”) Whereas: 1.] [Loan Agreement This Loan Agreement (this “Agreement”) dated June 5, 2007 is made in Beijing by and between: Party A: NetQin Mobile (Beijing) Co., Ltd. Registered Address: Unit B-1328-1, Tower #1, Beijing Zhongguancun Software Park Incubator, Beijing Legal Representative: Lin Yu Party B: Lin Yu ID No.: 352124197612060013 Address:, Grade-98 Post-graduate, 10 Western Tucheng Road, Haidian District, Beijing Zhou Xu] [Value-added Information Services Channel Cooperation Agreement (Overseas) Party A: Tianjin Yidatong Technology Development Co., Ltd. Postal Code: 100055 Contact Person: Xu Rong And Party B: NetQin Mobile Inc. Address: 4 Building, 11 Hepingli East Street, Dongcheng District, Beijing Postal Code: 100013 Contact Person: Dang Jingfeng (Collectively, the “Parties”) Through thorough negotiations, the Parties hereby agree as follows regarding the cooperation] [WIRELESS VALUE-ADDED APPLICATION SERVICES CHANNEL COOPERATION AGREEMENT (Domestic) Between Beijing NetQin Technology Co., Ltd. And Tianjin Yidatong Technology Development Co., Ltd. 1 Party A: Tianjin Yidatong Technology Development Co., Ltd. Party B: Beijing NetQin Technology Co., Ltd. Legal representative: XU Rong Legal representative: LIN Yu Address: 502-2, Block 1, Haowei Building, 8 Dasan Dajie, Tianjin Development Zone Address: 27/F, Tower] [Y.Y.X.J. Contract [2008] No.3 Framework Agreement on Value Added Services Between China Mobile Communications Corporation And Beijing NetQin Technology Co., Limited January, 2008 Beijing, China Security Classification: Private and Confidential Contract No.: Framework Agreement on Value Added Services for Mobile Party A Party B WHEREAS Party A is a super-large telecommunication company, the mobile telecommunication service partner for the 2008] [Business Cooperation Agreement Party A: China Mobile Group Beijing Co., Ltd. Address: 7 Dongzhimen South Avenue, Dongcheng District, Beijing Postal Code: 100007 Tel: 86-10-52186699 Facsimile: 86-10-65541330 Bank: Chang’an Sub-branch, Beijing Branch, Industrial and Commercial Bank of China Account No.: * Party B: Beijing NetQin Technology Co., Ltd. Address: Building #4, 11 Heping East Street, Dongcheng District, Beijing Postal Code: 100013] [Place of Incorporation Subsidiaries NetQin US Inc. NetQin International Ltd. Hong Kong NetQin Mobile (Beijing) Co., Ltd. PRC Variable Interest Entity Beijing NetQin Technology Co., Ltd. PRC Subsidiary of Variable Interest Entity PRC 1 EX-21.1 26 h04742exv21w1.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 NetQin Mobile Inc. of our report dated February 18, 2011, except for Note 19 which is as of March 15, 2011, relating to the consolidated financial statements of NetQin Mobile Inc., which appears in such Registration Statement. We also] [NETQIN MOBILE INC. 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]

By | 2016-03-11T12:20:58+00:00 March 15th, 2011|Categories: Chinese Stocks, NQ, Webplus ver|Tags: , , , , , |0 Comments
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QIHU [Qihoo 360 Technology Co] F-1: (Original Filing)

[FORM F-1 REGISTRATION STATEMENT Qihoo 360 Technology Co. Ltd. Cayman Islands 7371 Not Applicable (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Block 1, Area D, Huitong Times Plaza Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: st David T. Zhang, Esq. Leiming Chen, Esq. Approximate] [THE COMPANIES LAW (200 7 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF QIHOO 360 TECHNOLOGY COMPANY LIMITED THE COMPANIES LAW (200 7 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF QIHOO 360 TECHNOLOGY COMPANY LIMITED 1 Qihoo The name] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF QIHOO 360 TECHNOLOGY CO. LTD. 奇虎 360 科技有限公司 (adopted by a Special Resolution on March 14 , 2011 and effective immediately upon the completion of the Company’s initial public offering of Class A Ordinary Shares represented by] [Name of Company: QIHOO 360 TECHNOLOGY CO. LTD. Number: QIHOO 360 TECHNOLOGY CO. LTD. Number Class A Ordinary Share( s) - [no. of shares] - Class A Share( s) : - [no. of shares] -] [Our ref VZL\616655\4257579v2 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com Qihoo 360 Technology Co. Ltd. No. 71 JianGuo Road, Chao Yang District Beijing 100025 People’s Republic of China 14 March 2011 Dear Sirs Qihoo 360 Technology Co. Ltd. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Qihoo 360 Technology Co. Ltd. (the “ 1] [355 South Grand Avenue Los Angeles, California 90071-1560 Tel: +1.213.485.1234 Fax: +1.213.891.8763 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Moscow Barcelona Munich Beijing New Jersey Brussels New York Chicago Orange County Doha Paris Dubai] [通 商 律 師 事 務 所 Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Te l : (8610) 65 693399 Fax: (8610) 65 693838 , 65 693836 , 65 693837 , 65 693839 E-mail Add : beijing@tongshang.com Website: www.tongshang.com.cn March 14 , 2011 Qihoo 360 Technology Co. Ltd. Block 1,] [RULES OF THE 2006 EMPLOYEE SHARE OPTION SCHEME 1. DEFINITIONS AND INTERPRETATION 1.1 In these Rules: “Adoption Date” means 25 January 2006; “Allotment Date” “Articles” means the articles of association of the Company; “Auditors” means the auditors for the time being of the Company; “Board” means the board of directors of the Company as from time to time constituted; “CEO”] [QIHOO TECHNOLOGY COMPANY LIMITED RULES OF THE EMPLOYEE SHARE VESTING SCHEME (2006) 1. INTERPRETATION 1.1 In these Rules: “Articles” means the articles of association of the Company; “Auditors” means the auditors for the time being of the Company; “Cessation Date” means the date on which a notice is given by or to a Grantee to terminate his employment with the] [EMPLOYMENT AGREEMENT Agreement” Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive as its and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company as its during the term of Employment and upon the terms] [INDEMNIFICATION AGREEMENT Agreement This Indemnification Agreement (this “ 360 Technology Co. Ltd. Company Indemnitee , a Cayman Islands company (the “ 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] [Execution Copy SHARE SUBSCRIPTION AGREEMENT BY AND AMONG (1) QIHOO TECHNOLOGY COMPANY LIMITED (2) QIZHI SOFTWARE (BEIJING) CO., LTD. (3) BEIJING 3G3W SCIENCE & TECHNOLOGY CO., LTD. (4) BEIJING QIBU TIANXIA TECHNOLOGY CO., LTD. (5) BEIJING QIHU TECHNOLOGY COMPANY LIMITED (6) QIHOO 360 SOFTWARE (BEIJING) COMPANY LIMITED (7) SHANGHAI QITAI NETWORK TECHNOLOGY CO., LTD. (8) BEIJING STAR WORLD TECHNOLOGY COMPANY] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th Joining Party Agreement Company GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Selling Party Existing Party” Existing Parties” day of April, 2010 is made by CEYUAN VENTURES II LP., an exempted limited partnership registered in the Cayman Islands (the “ Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th Joining Party Agreement Company GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Selling Party Existing Party” Existing Parties” day of April, 2010 is made by CEYUAN VENTURES II LP., an exempted limited partnership registered in the Cayman Islands (the “ Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th Joining Party Agreement Company GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Selling Party Existing Party” Existing Parties” day of April, 2010 is made by CEYUAN VENTURES II LP., an exempted limited partnership registered in the Cayman Islands (the “ Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to] [ACKNOWLEDGMENT AND AGREEMENT purchase Transferor from GMO VenturePartners Investment Limited Partnership a total of 1,476,189 shares, par value US$0.001 per share, of Series A Preferred Shares Shares Company (the “ The Shares are subject to that certain Second Amended and Restated Shareholders Agreement, dated 8 January , 20 10 Agreement (the “ it (as defined therein ). This 26 day] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th CEYUAN ADVISORS FUND II, LLC Joining Party Agreement Company GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Selling Party Existing Party” Existing Parties” day of April, 2010 is made by Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Agreement. RECITALS: (A) Sold Shares The] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th CEYUAN ADVISORS FUND II, LLC Joining Party Agreement Company GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Selling Party Existing Party” Existing Parties” day of April, 2010 is made by Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Agreement. RECITALS: (A) Sold Shares The] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th CEYUAN ADVISORS FUND II, LLC Joining Party Agreement Company GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Selling Party Existing Party” Existing Parties” day of April, 2010 is made by Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Agreement. RECITALS: (A) Sold Shares The] [ACKNOWLEDGMENT AND AGREEMENT purchase Transferor from GMO VenturePartners Investment Limited Partnership a total of 58,790 shares, par value US$0.001 per share, of Series A Preferred Shares Shares Company (the “ The Shares are subject to that certain Second Amended and Restated Shareholders Agreement, dated 8 January , 20 10 Agreement (the “ it (as defined therein ). This 26 day] [JOINDER AGREEMENT THIS AGREEMENT Joinder Agreement (this “ th day of April 2010 among: (1) QIHOO TECHNOLOGY COMPANY LIMITED Company , an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “ (2) GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Transferor , a limited partnership registered under the laws of Japan (the “ (3) IDG] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th Joining Party Agreement Company Selling Party Existing Party” Existing Parties” day of January, 2010 is made by Sequoia Capital China Principals Fund I, L.P, a limited partnership registered under the laws of the Cayman Islands (the “ RECITALS: A. Sold Shares The Selling Party is transferring 1,546,553 shares (the “ B. The] [JOINDER AGREEMENT Joinder This Joinder Agreement (“ 29 January , 2010 is made by Sequoia Capital China Principals Fund I, L.P , a limited partnership registered under the laws of the Cayman Islands Joining Party (the “ ” ) in favor of each of the current and future parties of that certain Second Agreement Amended and Restated Registration Rights Agreement] [JOINDER AGREEMENT Joinder This Joinder Agreement (“ 29 January, 2010 is made by Sequoia Capital China Principals Fund I, L.P ., a limited partnership registered under the laws of the Cayman Islands Joining Party (the “ Amended and Restated Agreement Share Incentive Agreement (the “ January 8 , 20 10 Company by and among Qihoo Technology Company Limited, an exempted] [ACKNOWLEDGMENT AND AGREEMENT Transferor Shares Company Agreement The Shares are subject to the Second Amended and Restated Shareholders Agreement, dated January 8, 2010 (the “ This 29 th day of Janaury, 2010. 1 SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. Sequoia Capital China Management I, L.P., a Cayman Islands Exempted Limited Partnership, its General Partner SC China Holding Limited, a] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th Joining Party Agreement Company Selling Party Existing Party” Existing Parties” day of Janaury, 2010 is made by Sequoia Capital China Partners Fund I, L.P., a limited partnership registered under the laws of the Cayman Islands (the “ RECITALS: A. Sold Shares The Selling Party is transferring 1,148,180 shares (the “ B. The] [JOINDER AGREEMENT Joinder This Joinder Agreement (“ 29 January , 2010 is made by S equoia C apital C hina P artners F und I, L.P. , a limited partnership registered under the laws of the Cayman Islands Joining Party (the “ ” ) in favor of each of the current and future parties of that certain Second Agreement Amended] [JOINDER AGREEMENT Joinder This Joinder Agreement (“ 29 January , 2010 is made by S equoia C apital C hina P artners F und I, L.P. , a limited partnership registered under the laws of the Cayman Islands Joining Party (the “ Amended and Restated Agreement Share Incentive Agreement (the “ January 8 , 20 10 Company by and among] [ACKNOWLEDGMENT AND AGREEMENT Transferor Shares Company Agreement The Shares are subject to the Second Amended and Restated Shareholders Agreement, dated January 8, 2010 (the “ This 29 th day of January, 2010. 1 SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. Sequoia Capital China Management I, L.P., a Cayman Islands Exempted Limited Partnership, its General Partner SC China Holding Limited, a] [Google Linking Agreement This Google Linking Agreement (the “Agreement”) is entered into by and between Google Ireland Limited, a corporation formed under the laws of Ireland having offices located at 1st and 2nd Floors Gordon House, Barrow Street, Dublin 4, Ireland (“Google”), and Beijing Qihoo Technology Co., Ltd., a corporation formed under the laws of People’s Republic of China having] [NOVATION AGREEMENT This Novation Agreement (“Agreement”) is made on May 1, 2009. BETWEEN · Google Ireland Limited (“Google”), a corporation formed under the laws of Ireland and having address of Gordon House, Barrow Street, Dublin 4, Ireland: · Beijing Qihoo Technology Co., Ltd. (“Substituted Party”), a corporation formed under the laws of P.R. China and having address of Building D1,] [Amendment One to Google Linking Agreement Amendment One Amendment One Effective Date This Amendment One to Google Linking Agreement (the “ WHEREAS, Google and Customer desire to amend certain terms in the Agreement; and NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties mutually agree as follows: 1. The following payment clause shall apply in lieu of] [Amendment Two Amendment Two Amendment Two Amendment Two Effective Date This Amendment two to Google Linking Agreement (the “ WHEREAS, Google and Customer desire to amend certain terms in the Agreement; and NOW THEREFORE, in consideration of the mutual promises contained herein, the parties mutually agree as follows: 1. The term in Section 14.1 of the Agreement is hereby extended] [Amendment Three Amendment Three Amendment Three Amendment Three Effective Date This Amendment Three to Google Linking Agreement (the “ WHEREAS, Google and Customer desire to amend certain terms in the Agreement; and NOW THEREFORE, in consideration of the mutual promises contained herein, the parties mutually agree as follows: 1. March 31, 2010 The term in Section 14.1 of the Agreement] [Amendment Four Amendment Four Amendment Four Amendment Four Effective Date This Amendment Four to Google Linking Agreement (the “ WHEREAS, Google and Customer desire to amend certain terms in the Agreement; and NOW THEREFORE, in consideration of the mutual promises contained herein, the parties mutually agree as follows: 1. Section 1.14 of the Agreement is hereby deleted in its entirety] [Google Linking Agreement This Google Linking Agreement (the “Agreement”) is entered into by and between Google Ireland Limited, a corporation formed under the laws of Ireland having offices located at 1 st and 2 nd Floors Gordon House, Barrow Street, Dublin 4, Ireland (“Google”), and Qizhi Software (Beijing) Co., Ltd., a corporation formed under the laws of People’s Republic of] [NOVATION AGREEMENT This Novation Agreement (“Agreement”) is made on September 1, 2010. BETWEEN · Google Ireland Limited (“Google”), a corporation formed under the laws of Ireland and having address of Gordon House, Barrow Street, Dublin 4, Ireland; · Qizhi Software (Beijing) Co., Ltd. (“Substituted Party”), a corporation formed under the laws of P.R. China and having address of Building C401,] [Amendment One Amendment One Amendment One This Amendment One to Google Linking Agreement (the “ WHEREAS, Google and Customer desire to amend certain terms in the Agreement; and NOW THEREFORE, in consideration of the mutual promises contained herein, the parties mutually agree as follows: 1. Search Results Page : Search Results Page The Section 1.17 (The Search Results Page) shall] [Technology Development Contract Client: Beijing Qihu Technology Co., Ltd. (“Party A”) Developer: Qizhi Software (Beijing) Co., Ltd. (“Party B”) Signing place: Chaoyang District, Beijing May 1, 2008 Duration: January 1, 2008 to December 31, 2012 1 Article 1 Purpose, Content, Form and Requirement of Subject Technology According to the research and estimation of iResearch, the total value of China e-Market] [Technology Development Contract Client (“Party A”): Beijing Qihu Technology Company Limited. Developer (“Party B”): Qizhi Software (Beijing) Co., Ltd. Signing place: Chaoyang District, Beijing Duration: October 20, 2008 to October 19, 2012 In order to provide a cyber digital products transaction action platform to Party A better, Party A hereby engages Party B to develop a system of digital products] [Technology Development Contract Qihoo Online Shopping Mall Information System Client (“Party A”): Beijing Qihu Technology Company Limited Developer (“Party B”): Qizhi Software (Beijing) Co., Ltd. Signing place : Chaoyang District, Beijing Signing date : March 15, 2009 Duration : January 1, 2009 to December 31, 2012 In order to provide better development services to Party A regarding Qihoo Online Shopping] [Loan Agreement between Qihoo Technology Company Limited And Jianming Dong 1 Loan Agreement This Agreement is signed on October 18, 2010. Parties to this Agreement: Qihoo (1) Lender: Qihoo Technology Company Limited (“ (2) Borrower: Jianming Dong (ID Card No.: 110102195807300052) WHEREAS, (A) Qihoo is a company incorporated in the Cayman Islands; (B) The Borrower plans to set up a] [Loan Agreement between Qihoo Technology Company Limited And Xiangdong Qi 1 Loan Agreement This Agreement is signed on October 18, 2009. Parties to this Agreement: Qihoo (1) Lender: Qihoo Technology Company Limited (“ (2) Borrower: Xiangdong Qi (ID Card No.: 110102196410160017) WHEREAS, (A) Qihoo is a company incorporated in the Cayman Islands; (B) The Borrower plans to set up a] [Loan Agreement between Qihoo Technology Company Limited And Xiaohong Shi 1 Loan Agreement This Agreement is signed on October 18, 2010. Parties to this Agreement: Qihoo (1) Lender: Qihoo Technology Company Limited (“ (2) Borrower: Xiaohong Shi (ID Card No.: 410703197010093075) WHEREAS, (A) Qihoo is a company incorporated in the Cayman Islands; (B) The Borrower plans to set up a] [EQUITY PLEDGE AGREEMENT Among Qizhi Software (Beijing) Co., Ltd. And Xiangdong Qi Jianming Dong Xiaohong Shi 1 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS ARTICLE 2 PLEDGE ARTICLE 3 COMPLETION ARTICLE 5 RIGHTS AND REMEDIES ARTICLE 6 CONFIDENTIALITY] [EQUITY DISPOSITION AGREEMENT THIS EQUITY DISPOSITION AGREEMENT Agreement (this “ th Parties day of October, 2010 in Beijing, China by and among the following parties (the “ Party A: Qizhi Software (Beijing) Co., Ltd. Address: East Suite, 4/F, C&W Plaza, No.14, Jiu Xian Qiao Road, Chaoyang District, Beijing Party B: Xiangdong Qi, identity card number: 110102196410160017 Jianming Dong, identity card] [Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT this Agreement (“ th Parties day of October, 2010 in Beijing, China by and among the following parties (the “ Party A: Qizhi Software (Beijing) Co., Ltd. Party B: Beijing Qihu Technology Company Limited Party C: Xiangdong Qi, identity card number: 110102196410160017 Jianming Dong, identity card number: 110102195807300052 Xiaohong Shi, identity card number:] [EQUITY PLEDGE AGREEMENT Among Qizhi Software (Beijing) Co., Ltd. And Jie Chen Su Zou 1 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS ARTICLE 2 PLEDGE ARTICLE 3 COMPLETION ARTICLE 5 RIGHTS AND REMEDIES ARTICLE 6 CONFIDENTIALITY] [EQUITY DISPOSITION AGREEMENT THIS EQUITY DISPOSITION AGREEMENT Agreement (this “ nd Parties day of September, 2009 in Beijing, China by and among the following parties (the “ Party A: Qizhi Software (Beijing) Co., Ltd. Address: East Suite, 4/F, C&W Plaza, No.14, Jiu Xian Qiao Road, Chaoyang District, Beijing Party B: Jie Chen Su Zou Party C: Shanghai Qitai Network Technology] [Loan Agreement Among Qihoo Technology Company Limited And Jie Chen Su Zou 1 Loan Agreement This Agreement is signed on August 20, 2009. Parties to this Agreement: Qihoo (1) Lender: Qihoo Technology Company Limited (“ (2) Borrower: Jie Chen (ID Card No.: 110106197612183946) Su Zou (ID Card No.: 110108198006126324) WHEREAS, (A) Qihoo is a company incorporated under the laws of] [Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT this Agreement (“ th Parties day of August, 2007 in Beijing, China by and among the following parties (the “ Party A: Qizhi Software (Beijing) Co., Ltd. Address: East Suite, 4/F, C&W Plaza, No.14, Jiu Xian Qiao Road, Chaoyang District, Beijing Party B: Shanghai Qitai Network Technology Co., Ltd. Address: Room 385, No.] [Supplementary Agreement to the Technology Development Contract with respect to Qihu Online Shops Information System This agreement is made and entered into by and among: Party A Party A: Beijing Qihu Technology Company Limited (“ Party B Party B: Qizhi Software (Beijing) Co., Ltd. (“ WHEREAS, Original Contract Party A and Party B entered into Technology Development Contract with respect] [Supplementary Agreement to the Technology Development Contract with respect to Advertisement Union Agency Management Information System This agreement is made and entered into by and among: Party A Party A: Beijing Qihu Technology Company Limited (“ Party B Party B: Qizhi Software (Beijing) Co., Ltd. (“ WHEREAS, Original Contract Party A and Party B entered into Technology Development Contract with] [Confirmation Letter Party A Party A: Beijing Qihu Technology Company Limited (“ Party B Party B: Qizhi Software (Beijing) Co., Ltd. (“ WHEREAS, Original Contract Supplementary Agreement Party A and Party B entered into Technology Development Contract with respect to Qihu online shops information system (Contract No. 2009110001001701) on March 15, 2009 (“ NOW, THEREFORE, through friendly negotiation, both parties] [Power of Attorney Qihu Technology Qizhi Software I, Xiangdong Qi, the shareholder of Beijing Qihu Technology Company Limited (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 45% equity interest in Qihu Technology in accordance with PRC laws and the Articles of Association of Qihu Technology, including] [Power of Attorney Qihu Technology Qizhi Software I, Jianming Dong, the shareholder of Beijing Qihu Technology Company Limited (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 25% equity interest in Qihu Technology in accordance with PRC laws and the Articles of Association of Qihu Technology, including] [Power of Attorney Qihu Technology Qizhi Software I, Xiaohong Shi, the shareholder of Beijing Qihu Technology Company Limited (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 30% equity interest in Qihu Technology in accordance with PRC laws and the Articles of Association of Qihu Technology, including] [Power of Attorney Shanghai Qitai Qizhi Software I, Jie Chen, the shareholder of Shanghai Qitai Network Technology Co., Ltd. (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 50% equity interest in Shanghai Qitai in accordance with PRC laws and the Articles of Association of Shanghai Qitai,] [Power of Attorney Shanghai Qitai Qizhi Software I, Su Zou, the shareholder of Shanghai Qitai Network Technology Co., Ltd. (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 50% equity interest in Shanghai Qitai in accordance with PRC laws and the Articles of Association of Shanghai Qitai,] [Exclusive Technology Consulting and Service Agreement THIS EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Beijing on September 2, 2009: Party A: Qizhi Software (Beijing) Co., Ltd. Registered address: East Unit, 4F, Zhaowei Building, No.14 Jiuxianqiao Road, Chaoyang District, Beijing Party B: Shanghai Qitai Network Technology Co., Ltd. Registered address:] [Execution Copy DATED January 1, 2011 (1) QIHOO 360 TECHNOLOGY COMPANY LIMITED (2) QIZHI SOFTWARE (BEIJING) CO., LTD. (3) BEIJING 3G3W SCIENCE & TECHNOLOGY CO., LTD. (4) BEIJING QIBU TIANXIA TECHNOLOGY CO., LTD. (5) BEIJING QIHU TECHNOLOGY COMPANY LIMITED (6) QIHOO 360 SOFTWARE (BEIJING) COMPANY LIMITED (7) SHANGHAI QITAI NETWORK TECHNOLOGY CO., LTD. (8) BEIJING STAR WORLD TECHNOLOGY COMPANY LIMITED] [Execution Copy DATED January 1, 20 11 (1) QIHOO 360 TECHNOLOGY COMPANY LIMITED (2) QIZHI SOFTWARE (BEIJING) CO., LTD. (3) BEIJING 3G3W SCIENCE & TECHNOLOGY CO., LTD. (4) BEIJING QIBU TIANXIA TECHNOLOGY CO., LTD. (5) BEIJING QIHU TECHNOLOGY COMPANY LIMITED (6) QIHOO 360 SOFTWARE (BEIJING) COMPANY LIMITED (7) SHANGHAI QITAI NETWORK TECHNOLOGY CO., LTD. (8) BEIJING STAR WORLD TECHNOLOGY COMPANY] [Execution Copy DATED January 1, 20 11 (1) QIHOO 360 TECHNOLOGY COMPANY LIMITED and (2) SEQUOIA CAPITAL CHINA I, L.P. (3) SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. (4) SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. (5) CDH NET TECHNOLOGY LIMITED (6) GMO VENTUREPARTNERS INVESTMENT LIMITED PARTNERSHIP (7) IDG TECHNOLOGY VENTURE INVESTMENT III, L.P. (8) JOINWAY INVESTMENTS LIMITED (9) MATRIX] [Execution Copy DATED January 1, 20 11 (1) QIHOO 360 TECHNOLOGY COMPANY LIMITED (2) YOUNG VISION GROUP LIMITED (3) GLOBAL VILLAGE ASSOCIATES LIMITED (4) S PECIAL MANAGERS (5) SPECIAL DIRECTOR ( 6 ) SEQUOIA CAPITAL CHINA I, L.P. ( 7 ) SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. ( 8 ) SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. ( 9] [Qihoo 360 Technology Co. Ltd. ARTICLE 1. PURPOSE Plan Company The purpose of the Qihoo 360 Technology Co. Ltd. 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] [No. Wholly-Owned Subsidiaries Jurisdiction 1. 360 International Development Co. Limited Hong Kong 2. Qifei International Development Co. Limited Hong Kong 3. Qiji International Development Limited Hong Kong 4.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated March 1, 2011, except for Note 23, as to which the date is March 14, 2011 relating to the consolidated financial statements of Qihoo 360 Technology Co. Ltd. (formerly known as “Qihoo Technology Company Limited”) and its] [通 商 律 師 事 務 所 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 March 14, 2011 Qihoo 360 Technology Co. Ltd. Block 1, Area D, Huitong Times Plaza, No. 71 Jianguo Road, Chaoyang District,] [[Letterhead of iResearch Consulting Group] March 14, 2011 Qihoo Technology Company Limited Block 1, Area D, Huitong Times Plaza No. 71 Jianguo Road, Chaoyang District Beijing 100025 People’s Republic of China Ladies and Gentlemen: “Report”) We hereby consent to the use of our name, the reference to our report dated Feb. 26, 2011 commissioned by Qihoo Technology Company Limited (the] [March 14, 2011 Board of Directors Qihoo 360 Technology Co. Ltd. Block 1, Area D, Huitong Times Plaza No. 71 Jianguo Road, Chaoyang District Beijing 100025 People’s Republic of China Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED EX-23.6 70 a2202432zex-23_6.htm EX-23.6] [[Letterhead of Horizon Research and Consulting Group] March 14, 2011 Qihoo 360 Technology Co. Ltd. Block 1, Area D, Huitong Times Plaza No. 71 Jianguo Road, Chaoyang District Beijing 100025 People’s Republic of China Ladies and Gentlemen: “Report”) We hereby consent to the use of our name, the reference to our report dated Feb. 22, 2011 commissioned by Qihoo 360] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors Qihoo 360 Technology Co. Ltd. (the “Company”) Date this 14 th day of March of 2011 Dear Sirs, Shujun Li I, Yours faithfully, EX-23.8 72 a2202432zex-23_8.htm EX-23.8] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors Qihoo 360 Technology Co. Ltd. (the “Company”) Date this 11 th day of March of 2011 Dear Sirs, Ming Huang I, Yours faithfully, EX-23.9 73 a2202432zex-23_9.htm EX-23.9] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors Qihoo 360 Technology Co. Ltd. (the “Company”) Date this 11 th day of March of 2011 Dear Sirs, William Mark Evans I, Yours faithfully, EX-23.10 74 a2202432zex-23_10.htm EX-23.10] [QIHOO 360 TECHNOLOGY CO. LTD CODE OF BUSINESS CONDUCT AND ETHICS INTRODUCTION Purpose This Code applies to all of the directors, officers and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “Company” in this Code). We refer to all persons covered by this Code as “Company employees” or simply]

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QIHU [Qihoo 360 Technology Co] F-1: FORM F-1 REGISTRATION STATEMENT Qihoo 360 Technology Co.

[FORM F-1 REGISTRATION STATEMENT Qihoo 360 Technology Co. Ltd. Cayman Islands 7371 Not Applicable (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Block 1, Area D, Huitong Times Plaza Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: st David T. Zhang, Esq. Leiming Chen, Esq. Approximate] [THE COMPANIES LAW (200 7 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF QIHOO 360 TECHNOLOGY COMPANY LIMITED THE COMPANIES LAW (200 7 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF QIHOO 360 TECHNOLOGY COMPANY LIMITED 1 Qihoo The name] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF QIHOO 360 TECHNOLOGY CO. LTD. 奇虎 360 科技有限公司 (adopted by a Special Resolution on March 14 , 2011 and effective immediately upon the completion of the Company’s initial public offering of Class A Ordinary Shares represented by] [Name of Company: QIHOO 360 TECHNOLOGY CO. LTD. Number: QIHOO 360 TECHNOLOGY CO. LTD. Number Class A Ordinary Share( s) - [no. of shares] - Class A Share( s) : - [no. of shares] -] [Our ref VZL\616655\4257579v2 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com Qihoo 360 Technology Co. Ltd. No. 71 JianGuo Road, Chao Yang District Beijing 100025 People’s Republic of China 14 March 2011 Dear Sirs Qihoo 360 Technology Co. Ltd. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Qihoo 360 Technology Co. Ltd. (the “ 1] [355 South Grand Avenue Los Angeles, California 90071-1560 Tel: +1.213.485.1234 Fax: +1.213.891.8763 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Moscow Barcelona Munich Beijing New Jersey Brussels New York Chicago Orange County Doha Paris Dubai] [通 商 律 師 事 務 所 Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Te l : (8610) 65 693399 Fax: (8610) 65 693838 , 65 693836 , 65 693837 , 65 693839 E-mail Add : beijing@tongshang.com Website: www.tongshang.com.cn March 14 , 2011 Qihoo 360 Technology Co. Ltd. Block 1,] [RULES OF THE 2006 EMPLOYEE SHARE OPTION SCHEME 1. DEFINITIONS AND INTERPRETATION 1.1 In these Rules: “Adoption Date” means 25 January 2006; “Allotment Date” “Articles” means the articles of association of the Company; “Auditors” means the auditors for the time being of the Company; “Board” means the board of directors of the Company as from time to time constituted; “CEO”] [QIHOO TECHNOLOGY COMPANY LIMITED RULES OF THE EMPLOYEE SHARE VESTING SCHEME (2006) 1. INTERPRETATION 1.1 In these Rules: “Articles” means the articles of association of the Company; “Auditors” means the auditors for the time being of the Company; “Cessation Date” means the date on which a notice is given by or to a Grantee to terminate his employment with the] [EMPLOYMENT AGREEMENT Agreement” Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive as its and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company as its during the term of Employment and upon the terms] [INDEMNIFICATION AGREEMENT Agreement This Indemnification Agreement (this “ 360 Technology Co. Ltd. Company Indemnitee , a Cayman Islands company (the “ 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] [Execution Copy SHARE SUBSCRIPTION AGREEMENT BY AND AMONG (1) QIHOO TECHNOLOGY COMPANY LIMITED (2) QIZHI SOFTWARE (BEIJING) CO., LTD. (3) BEIJING 3G3W SCIENCE & TECHNOLOGY CO., LTD. (4) BEIJING QIBU TIANXIA TECHNOLOGY CO., LTD. (5) BEIJING QIHU TECHNOLOGY COMPANY LIMITED (6) QIHOO 360 SOFTWARE (BEIJING) COMPANY LIMITED (7) SHANGHAI QITAI NETWORK TECHNOLOGY CO., LTD. (8) BEIJING STAR WORLD TECHNOLOGY COMPANY] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th Joining Party Agreement Company GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Selling Party Existing Party” Existing Parties” day of April, 2010 is made by CEYUAN VENTURES II LP., an exempted limited partnership registered in the Cayman Islands (the “ Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th Joining Party Agreement Company GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Selling Party Existing Party” Existing Parties” day of April, 2010 is made by CEYUAN VENTURES II LP., an exempted limited partnership registered in the Cayman Islands (the “ Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th Joining Party Agreement Company GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Selling Party Existing Party” Existing Parties” day of April, 2010 is made by CEYUAN VENTURES II LP., an exempted limited partnership registered in the Cayman Islands (the “ Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to] [ACKNOWLEDGMENT AND AGREEMENT purchase Transferor from GMO VenturePartners Investment Limited Partnership a total of 1,476,189 shares, par value US$0.001 per share, of Series A Preferred Shares Shares Company (the “ The Shares are subject to that certain Second Amended and Restated Shareholders Agreement, dated 8 January , 20 10 Agreement (the “ it (as defined therein ). This 26 day] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th CEYUAN ADVISORS FUND II, LLC Joining Party Agreement Company GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Selling Party Existing Party” Existing Parties” day of April, 2010 is made by Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Agreement. RECITALS: (A) Sold Shares The] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th CEYUAN ADVISORS FUND II, LLC Joining Party Agreement Company GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Selling Party Existing Party” Existing Parties” day of April, 2010 is made by Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Agreement. RECITALS: (A) Sold Shares The] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th CEYUAN ADVISORS FUND II, LLC Joining Party Agreement Company GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Selling Party Existing Party” Existing Parties” day of April, 2010 is made by Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Agreement. RECITALS: (A) Sold Shares The] [ACKNOWLEDGMENT AND AGREEMENT purchase Transferor from GMO VenturePartners Investment Limited Partnership a total of 58,790 shares, par value US$0.001 per share, of Series A Preferred Shares Shares Company (the “ The Shares are subject to that certain Second Amended and Restated Shareholders Agreement, dated 8 January , 20 10 Agreement (the “ it (as defined therein ). This 26 day] [JOINDER AGREEMENT THIS AGREEMENT Joinder Agreement (this “ th day of April 2010 among: (1) QIHOO TECHNOLOGY COMPANY LIMITED Company , an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “ (2) GMO VENTURE PARTNERS INVESTMENT LIMITED PARTNERSHIP Transferor , a limited partnership registered under the laws of Japan (the “ (3) IDG] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th Joining Party Agreement Company Selling Party Existing Party” Existing Parties” day of January, 2010 is made by Sequoia Capital China Principals Fund I, L.P, a limited partnership registered under the laws of the Cayman Islands (the “ RECITALS: A. Sold Shares The Selling Party is transferring 1,546,553 shares (the “ B. The] [JOINDER AGREEMENT Joinder This Joinder Agreement (“ 29 January , 2010 is made by Sequoia Capital China Principals Fund I, L.P , a limited partnership registered under the laws of the Cayman Islands Joining Party (the “ ” ) in favor of each of the current and future parties of that certain Second Agreement Amended and Restated Registration Rights Agreement] [JOINDER AGREEMENT Joinder This Joinder Agreement (“ 29 January, 2010 is made by Sequoia Capital China Principals Fund I, L.P ., a limited partnership registered under the laws of the Cayman Islands Joining Party (the “ Amended and Restated Agreement Share Incentive Agreement (the “ January 8 , 20 10 Company by and among Qihoo Technology Company Limited, an exempted] [ACKNOWLEDGMENT AND AGREEMENT Transferor Shares Company Agreement The Shares are subject to the Second Amended and Restated Shareholders Agreement, dated January 8, 2010 (the “ This 29 th day of Janaury, 2010. 1 SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. Sequoia Capital China Management I, L.P., a Cayman Islands Exempted Limited Partnership, its General Partner SC China Holding Limited, a] [JOINDER AGREEMENT Joinder” This Joinder Agreement (“ th Joining Party Agreement Company Selling Party Existing Party” Existing Parties” day of Janaury, 2010 is made by Sequoia Capital China Partners Fund I, L.P., a limited partnership registered under the laws of the Cayman Islands (the “ RECITALS: A. Sold Shares The Selling Party is transferring 1,148,180 shares (the “ B. The] [JOINDER AGREEMENT Joinder This Joinder Agreement (“ 29 January , 2010 is made by S equoia C apital C hina P artners F und I, L.P. , a limited partnership registered under the laws of the Cayman Islands Joining Party (the “ ” ) in favor of each of the current and future parties of that certain Second Agreement Amended] [JOINDER AGREEMENT Joinder This Joinder Agreement (“ 29 January , 2010 is made by S equoia C apital C hina P artners F und I, L.P. , a limited partnership registered under the laws of the Cayman Islands Joining Party (the “ Amended and Restated Agreement Share Incentive Agreement (the “ January 8 , 20 10 Company by and among] [ACKNOWLEDGMENT AND AGREEMENT Transferor Shares Company Agreement The Shares are subject to the Second Amended and Restated Shareholders Agreement, dated January 8, 2010 (the “ This 29 th day of January, 2010. 1 SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. Sequoia Capital China Management I, L.P., a Cayman Islands Exempted Limited Partnership, its General Partner SC China Holding Limited, a] [Google Linking Agreement This Google Linking Agreement (the “Agreement”) is entered into by and between Google Ireland Limited, a corporation formed under the laws of Ireland having offices located at 1st and 2nd Floors Gordon House, Barrow Street, Dublin 4, Ireland (“Google”), and Beijing Qihoo Technology Co., Ltd., a corporation formed under the laws of People’s Republic of China having] [NOVATION AGREEMENT This Novation Agreement (“Agreement”) is made on May 1, 2009. BETWEEN · Google Ireland Limited (“Google”), a corporation formed under the laws of Ireland and having address of Gordon House, Barrow Street, Dublin 4, Ireland: · Beijing Qihoo Technology Co., Ltd. (“Substituted Party”), a corporation formed under the laws of P.R. China and having address of Building D1,] [Amendment One to Google Linking Agreement Amendment One Amendment One Effective Date This Amendment One to Google Linking Agreement (the “ WHEREAS, Google and Customer desire to amend certain terms in the Agreement; and NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties mutually agree as follows: 1. The following payment clause shall apply in lieu of] [Amendment Two Amendment Two Amendment Two Amendment Two Effective Date This Amendment two to Google Linking Agreement (the “ WHEREAS, Google and Customer desire to amend certain terms in the Agreement; and NOW THEREFORE, in consideration of the mutual promises contained herein, the parties mutually agree as follows: 1. The term in Section 14.1 of the Agreement is hereby extended] [Amendment Three Amendment Three Amendment Three Amendment Three Effective Date This Amendment Three to Google Linking Agreement (the “ WHEREAS, Google and Customer desire to amend certain terms in the Agreement; and NOW THEREFORE, in consideration of the mutual promises contained herein, the parties mutually agree as follows: 1. March 31, 2010 The term in Section 14.1 of the Agreement] [Amendment Four Amendment Four Amendment Four Amendment Four Effective Date This Amendment Four to Google Linking Agreement (the “ WHEREAS, Google and Customer desire to amend certain terms in the Agreement; and NOW THEREFORE, in consideration of the mutual promises contained herein, the parties mutually agree as follows: 1. Section 1.14 of the Agreement is hereby deleted in its entirety] [Google Linking Agreement This Google Linking Agreement (the “Agreement”) is entered into by and between Google Ireland Limited, a corporation formed under the laws of Ireland having offices located at 1 st and 2 nd Floors Gordon House, Barrow Street, Dublin 4, Ireland (“Google”), and Qizhi Software (Beijing) Co., Ltd., a corporation formed under the laws of People’s Republic of] [NOVATION AGREEMENT This Novation Agreement (“Agreement”) is made on September 1, 2010. BETWEEN · Google Ireland Limited (“Google”), a corporation formed under the laws of Ireland and having address of Gordon House, Barrow Street, Dublin 4, Ireland; · Qizhi Software (Beijing) Co., Ltd. (“Substituted Party”), a corporation formed under the laws of P.R. China and having address of Building C401,] [Amendment One Amendment One Amendment One This Amendment One to Google Linking Agreement (the “ WHEREAS, Google and Customer desire to amend certain terms in the Agreement; and NOW THEREFORE, in consideration of the mutual promises contained herein, the parties mutually agree as follows: 1. Search Results Page : Search Results Page The Section 1.17 (The Search Results Page) shall] [Technology Development Contract Client: Beijing Qihu Technology Co., Ltd. (“Party A”) Developer: Qizhi Software (Beijing) Co., Ltd. (“Party B”) Signing place: Chaoyang District, Beijing May 1, 2008 Duration: January 1, 2008 to December 31, 2012 1 Article 1 Purpose, Content, Form and Requirement of Subject Technology According to the research and estimation of iResearch, the total value of China e-Market] [Technology Development Contract Client (“Party A”): Beijing Qihu Technology Company Limited. Developer (“Party B”): Qizhi Software (Beijing) Co., Ltd. Signing place: Chaoyang District, Beijing Duration: October 20, 2008 to October 19, 2012 In order to provide a cyber digital products transaction action platform to Party A better, Party A hereby engages Party B to develop a system of digital products] [Technology Development Contract Qihoo Online Shopping Mall Information System Client (“Party A”): Beijing Qihu Technology Company Limited Developer (“Party B”): Qizhi Software (Beijing) Co., Ltd. Signing place : Chaoyang District, Beijing Signing date : March 15, 2009 Duration : January 1, 2009 to December 31, 2012 In order to provide better development services to Party A regarding Qihoo Online Shopping] [Loan Agreement between Qihoo Technology Company Limited And Jianming Dong 1 Loan Agreement This Agreement is signed on October 18, 2010. Parties to this Agreement: Qihoo (1) Lender: Qihoo Technology Company Limited (“ (2) Borrower: Jianming Dong (ID Card No.: 110102195807300052) WHEREAS, (A) Qihoo is a company incorporated in the Cayman Islands; (B) The Borrower plans to set up a] [Loan Agreement between Qihoo Technology Company Limited And Xiangdong Qi 1 Loan Agreement This Agreement is signed on October 18, 2009. Parties to this Agreement: Qihoo (1) Lender: Qihoo Technology Company Limited (“ (2) Borrower: Xiangdong Qi (ID Card No.: 110102196410160017) WHEREAS, (A) Qihoo is a company incorporated in the Cayman Islands; (B) The Borrower plans to set up a] [Loan Agreement between Qihoo Technology Company Limited And Xiaohong Shi 1 Loan Agreement This Agreement is signed on October 18, 2010. Parties to this Agreement: Qihoo (1) Lender: Qihoo Technology Company Limited (“ (2) Borrower: Xiaohong Shi (ID Card No.: 410703197010093075) WHEREAS, (A) Qihoo is a company incorporated in the Cayman Islands; (B) The Borrower plans to set up a] [EQUITY PLEDGE AGREEMENT Among Qizhi Software (Beijing) Co., Ltd. And Xiangdong Qi Jianming Dong Xiaohong Shi 1 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS ARTICLE 2 PLEDGE ARTICLE 3 COMPLETION ARTICLE 5 RIGHTS AND REMEDIES ARTICLE 6 CONFIDENTIALITY] [EQUITY DISPOSITION AGREEMENT THIS EQUITY DISPOSITION AGREEMENT Agreement (this “ th Parties day of October, 2010 in Beijing, China by and among the following parties (the “ Party A: Qizhi Software (Beijing) Co., Ltd. Address: East Suite, 4/F, C&W Plaza, No.14, Jiu Xian Qiao Road, Chaoyang District, Beijing Party B: Xiangdong Qi, identity card number: 110102196410160017 Jianming Dong, identity card] [Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT this Agreement (“ th Parties day of October, 2010 in Beijing, China by and among the following parties (the “ Party A: Qizhi Software (Beijing) Co., Ltd. Party B: Beijing Qihu Technology Company Limited Party C: Xiangdong Qi, identity card number: 110102196410160017 Jianming Dong, identity card number: 110102195807300052 Xiaohong Shi, identity card number:] [EQUITY PLEDGE AGREEMENT Among Qizhi Software (Beijing) Co., Ltd. And Jie Chen Su Zou 1 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS ARTICLE 2 PLEDGE ARTICLE 3 COMPLETION ARTICLE 5 RIGHTS AND REMEDIES ARTICLE 6 CONFIDENTIALITY] [EQUITY DISPOSITION AGREEMENT THIS EQUITY DISPOSITION AGREEMENT Agreement (this “ nd Parties day of September, 2009 in Beijing, China by and among the following parties (the “ Party A: Qizhi Software (Beijing) Co., Ltd. Address: East Suite, 4/F, C&W Plaza, No.14, Jiu Xian Qiao Road, Chaoyang District, Beijing Party B: Jie Chen Su Zou Party C: Shanghai Qitai Network Technology] [Loan Agreement Among Qihoo Technology Company Limited And Jie Chen Su Zou 1 Loan Agreement This Agreement is signed on August 20, 2009. Parties to this Agreement: Qihoo (1) Lender: Qihoo Technology Company Limited (“ (2) Borrower: Jie Chen (ID Card No.: 110106197612183946) Su Zou (ID Card No.: 110108198006126324) WHEREAS, (A) Qihoo is a company incorporated under the laws of] [Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT this Agreement (“ th Parties day of August, 2007 in Beijing, China by and among the following parties (the “ Party A: Qizhi Software (Beijing) Co., Ltd. Address: East Suite, 4/F, C&W Plaza, No.14, Jiu Xian Qiao Road, Chaoyang District, Beijing Party B: Shanghai Qitai Network Technology Co., Ltd. Address: Room 385, No.] [Supplementary Agreement to the Technology Development Contract with respect to Qihu Online Shops Information System This agreement is made and entered into by and among: Party A Party A: Beijing Qihu Technology Company Limited (“ Party B Party B: Qizhi Software (Beijing) Co., Ltd. (“ WHEREAS, Original Contract Party A and Party B entered into Technology Development Contract with respect] [Supplementary Agreement to the Technology Development Contract with respect to Advertisement Union Agency Management Information System This agreement is made and entered into by and among: Party A Party A: Beijing Qihu Technology Company Limited (“ Party B Party B: Qizhi Software (Beijing) Co., Ltd. (“ WHEREAS, Original Contract Party A and Party B entered into Technology Development Contract with] [Confirmation Letter Party A Party A: Beijing Qihu Technology Company Limited (“ Party B Party B: Qizhi Software (Beijing) Co., Ltd. (“ WHEREAS, Original Contract Supplementary Agreement Party A and Party B entered into Technology Development Contract with respect to Qihu online shops information system (Contract No. 2009110001001701) on March 15, 2009 (“ NOW, THEREFORE, through friendly negotiation, both parties] [Power of Attorney Qihu Technology Qizhi Software I, Xiangdong Qi, the shareholder of Beijing Qihu Technology Company Limited (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 45% equity interest in Qihu Technology in accordance with PRC laws and the Articles of Association of Qihu Technology, including] [Power of Attorney Qihu Technology Qizhi Software I, Jianming Dong, the shareholder of Beijing Qihu Technology Company Limited (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 25% equity interest in Qihu Technology in accordance with PRC laws and the Articles of Association of Qihu Technology, including] [Power of Attorney Qihu Technology Qizhi Software I, Xiaohong Shi, the shareholder of Beijing Qihu Technology Company Limited (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 30% equity interest in Qihu Technology in accordance with PRC laws and the Articles of Association of Qihu Technology, including] [Power of Attorney Shanghai Qitai Qizhi Software I, Jie Chen, the shareholder of Shanghai Qitai Network Technology Co., Ltd. (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 50% equity interest in Shanghai Qitai in accordance with PRC laws and the Articles of Association of Shanghai Qitai,] [Power of Attorney Shanghai Qitai Qizhi Software I, Su Zou, the shareholder of Shanghai Qitai Network Technology Co., Ltd. (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 50% equity interest in Shanghai Qitai in accordance with PRC laws and the Articles of Association of Shanghai Qitai,] [Exclusive Technology Consulting and Service Agreement THIS EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Beijing on September 2, 2009: Party A: Qizhi Software (Beijing) Co., Ltd. Registered address: East Unit, 4F, Zhaowei Building, No.14 Jiuxianqiao Road, Chaoyang District, Beijing Party B: Shanghai Qitai Network Technology Co., Ltd. Registered address:] [Execution Copy DATED January 1, 2011 (1) QIHOO 360 TECHNOLOGY COMPANY LIMITED (2) QIZHI SOFTWARE (BEIJING) CO., LTD. (3) BEIJING 3G3W SCIENCE & TECHNOLOGY CO., LTD. (4) BEIJING QIBU TIANXIA TECHNOLOGY CO., LTD. (5) BEIJING QIHU TECHNOLOGY COMPANY LIMITED (6) QIHOO 360 SOFTWARE (BEIJING) COMPANY LIMITED (7) SHANGHAI QITAI NETWORK TECHNOLOGY CO., LTD. (8) BEIJING STAR WORLD TECHNOLOGY COMPANY LIMITED] [Execution Copy DATED January 1, 20 11 (1) QIHOO 360 TECHNOLOGY COMPANY LIMITED (2) QIZHI SOFTWARE (BEIJING) CO., LTD. (3) BEIJING 3G3W SCIENCE & TECHNOLOGY CO., LTD. (4) BEIJING QIBU TIANXIA TECHNOLOGY CO., LTD. (5) BEIJING QIHU TECHNOLOGY COMPANY LIMITED (6) QIHOO 360 SOFTWARE (BEIJING) COMPANY LIMITED (7) SHANGHAI QITAI NETWORK TECHNOLOGY CO., LTD. (8) BEIJING STAR WORLD TECHNOLOGY COMPANY] [Execution Copy DATED January 1, 20 11 (1) QIHOO 360 TECHNOLOGY COMPANY LIMITED and (2) SEQUOIA CAPITAL CHINA I, L.P. (3) SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. (4) SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. (5) CDH NET TECHNOLOGY LIMITED (6) GMO VENTUREPARTNERS INVESTMENT LIMITED PARTNERSHIP (7) IDG TECHNOLOGY VENTURE INVESTMENT III, L.P. (8) JOINWAY INVESTMENTS LIMITED (9) MATRIX] [Execution Copy DATED January 1, 20 11 (1) QIHOO 360 TECHNOLOGY COMPANY LIMITED (2) YOUNG VISION GROUP LIMITED (3) GLOBAL VILLAGE ASSOCIATES LIMITED (4) S PECIAL MANAGERS (5) SPECIAL DIRECTOR ( 6 ) SEQUOIA CAPITAL CHINA I, L.P. ( 7 ) SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. ( 8 ) SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. ( 9] [Qihoo 360 Technology Co. Ltd. ARTICLE 1. PURPOSE Plan Company The purpose of the Qihoo 360 Technology Co. Ltd. 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] [No. Wholly-Owned Subsidiaries Jurisdiction 1. 360 International Development Co. Limited Hong Kong 2. Qifei International Development Co. Limited Hong Kong 3. Qiji International Development Limited Hong Kong 4.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated March 1, 2011, except for Note 23, as to which the date is March 14, 2011 relating to the consolidated financial statements of Qihoo 360 Technology Co. Ltd. (formerly known as “Qihoo Technology Company Limited”) and its] [通 商 律 師 事 務 所 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 March 14, 2011 Qihoo 360 Technology Co. Ltd. Block 1, Area D, Huitong Times Plaza, No. 71 Jianguo Road, Chaoyang District,] [[Letterhead of iResearch Consulting Group] March 14, 2011 Qihoo Technology Company Limited Block 1, Area D, Huitong Times Plaza No. 71 Jianguo Road, Chaoyang District Beijing 100025 People’s Republic of China Ladies and Gentlemen: “Report”) We hereby consent to the use of our name, the reference to our report dated Feb. 26, 2011 commissioned by Qihoo Technology Company Limited (the] [March 14, 2011 Board of Directors Qihoo 360 Technology Co. Ltd. Block 1, Area D, Huitong Times Plaza No. 71 Jianguo Road, Chaoyang District Beijing 100025 People’s Republic of China Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED EX-23.6 70 a2202432zex-23_6.htm EX-23.6] [[Letterhead of Horizon Research and Consulting Group] March 14, 2011 Qihoo 360 Technology Co. Ltd. Block 1, Area D, Huitong Times Plaza No. 71 Jianguo Road, Chaoyang District Beijing 100025 People’s Republic of China Ladies and Gentlemen: “Report”) We hereby consent to the use of our name, the reference to our report dated Feb. 22, 2011 commissioned by Qihoo 360] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors Qihoo 360 Technology Co. Ltd. (the “Company”) Date this 14 th day of March of 2011 Dear Sirs, Shujun Li I, Yours faithfully, EX-23.8 72 a2202432zex-23_8.htm EX-23.8] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors Qihoo 360 Technology Co. Ltd. (the “Company”) Date this 11 th day of March of 2011 Dear Sirs, Ming Huang I, Yours faithfully, EX-23.9 73 a2202432zex-23_9.htm EX-23.9] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors Qihoo 360 Technology Co. Ltd. (the “Company”) Date this 11 th day of March of 2011 Dear Sirs, William Mark Evans I, Yours faithfully, EX-23.10 74 a2202432zex-23_10.htm EX-23.10] [QIHOO 360 TECHNOLOGY CO. LTD CODE OF BUSINESS CONDUCT AND ETHICS INTRODUCTION Purpose This Code applies to all of the directors, officers and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “Company” in this Code). We refer to all persons covered by this Code as “Company employees” or simply]

By | 2016-03-20T06:39:15+00:00 March 14th, 2011|Categories: Chinese Stocks, QIHU, Webplus ver|Tags: , , , , , |0 Comments
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CCIH [ChinaCache International] F-1: (Original Filing)

[FORM F-1 REGISTRATION STATEMENT ChinaCache International Holdings Ltd. Not Applicable Cayman Islands (State or other jurisdiction of 7389 (Primary Standard Industrial Not Applicable (I.R.S. Employer 6/F, Block A, Galaxy Plaza Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. Approximate date of commencement] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT W I T N E S S E T H T H A T : WHEREAS , the Company desires to establish with the Depositary an ADS facility to provide for the deposit of the Shares (as hereinafter defined) and the creation of American Depositary Shares representing the Shares so deposited; and WHEREAS , the Depositary] [Form of Legal Opinion Matter No.: 875271 Doc Ref: WL/ot/350838 (852) 2842 9532 wynne.lau@conyersdill.com ChinaCache International Holdings Ltd. 6/F, Block A, Galaxy Plaza No. 10 Jiuxianqiao Road Middle, Chaoyang District Beijing, 100015 People’s Republic of China Dear Sirs, ChinaCache International Holdings Ltd. Re: Offering Shares Prospectus Registration Statement Securities Act Commission We have acted as special Cayman legal counsel to] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] Form of Legal Opinion ChinaCache International Holdings Ltd. 6/F, Block A, Galaxy Plaza No. 10 Jiuxianqiao Road Middle, Chaoyang District Beijing, 100015 The People’s Republic of China American Depositary Shares of ChinaCache International Holdings Ltd. (the “Company”) Re: Ladies and Gentlemen: In connection with rendering the opinion set forth below, we] [PLACE OF Subsidiaries ChinaCache North America Inc. California, USA JNet Holdings Limited BVI ChinaCache Networks (Hong Kong) Limited Hong Kong ChinaCache Network Technology (Beijing) Limited PRC Variable Interest Entities] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated May 19, 2010 in the Registration Statement (Form F-1) and the related Prospectus of ChinaCache International Holdings Ltd. for the registration of its ordinary shares. Shanghai, the People’s Republic of China January 7,] [January 7, 2011 ChinaCache International Holdings Ltd. 6/F, Block A, Galaxy Plaza No. 10 Jiuxianqiao Road Middle, Chaoyang District Beijing, 100015 People’s Republic of China Attention: Robert Yong Sha, Chief Financial Officer Dear Mr. Sha, iResearch Consulting Group Vice President EX-23.5 7 a2201551zex-23_5.htm EX-23.5] [January 6, 2011 ChinaCache International Holding Co., Ltd 6th Floor,Tower A,Galaxy Building No.10 Chaoyang Dirstrict, Beijing, P.R.China Postcode: 100016 Consent Letter Dear Sirs or Madams, We hereby consent to the references to our name, valuation methodologies, assumptions and value conclusions for your financial reporting purposes, with respect to our appraisal reports (the “Reports”) addressed to ChinaCache International Holdings Co., Ltd] [HAN KUN LAW OFFICES Room 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/ 5522 [Form of Legal Opinion] To: ChinaCache International Holdings Ltd. Scotia Center, 4 th Floor, P.O. Box 2804, George Town, Cayman Islands, British West Indies Dear Sirs or Madams: PRC China]

By | 2016-03-27T16:56:47+00:00 January 7th, 2011|Categories: CCIH, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments
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CCIH [ChinaCache International] F-1: FORM F-1 REGISTRATION STATEMENT ChinaCache International Holdings Ltd.

[FORM F-1 REGISTRATION STATEMENT ChinaCache International Holdings Ltd. Not Applicable Cayman Islands (State or other jurisdiction of 7389 (Primary Standard Industrial Not Applicable (I.R.S. Employer 6/F, Block A, Galaxy Plaza Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. Approximate date of commencement] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT W I T N E S S E T H T H A T : WHEREAS , the Company desires to establish with the Depositary an ADS facility to provide for the deposit of the Shares (as hereinafter defined) and the creation of American Depositary Shares representing the Shares so deposited; and WHEREAS , the Depositary] [Form of Legal Opinion Matter No.: 875271 Doc Ref: WL/ot/350838 (852) 2842 9532 wynne.lau@conyersdill.com ChinaCache International Holdings Ltd. 6/F, Block A, Galaxy Plaza No. 10 Jiuxianqiao Road Middle, Chaoyang District Beijing, 100015 People’s Republic of China Dear Sirs, ChinaCache International Holdings Ltd. Re: Offering Shares Prospectus Registration Statement Securities Act Commission We have acted as special Cayman legal counsel to] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] Form of Legal Opinion ChinaCache International Holdings Ltd. 6/F, Block A, Galaxy Plaza No. 10 Jiuxianqiao Road Middle, Chaoyang District Beijing, 100015 The People’s Republic of China American Depositary Shares of ChinaCache International Holdings Ltd. (the “Company”) Re: Ladies and Gentlemen: In connection with rendering the opinion set forth below, we] [PLACE OF Subsidiaries ChinaCache North America Inc. California, USA JNet Holdings Limited BVI ChinaCache Networks (Hong Kong) Limited Hong Kong ChinaCache Network Technology (Beijing) Limited PRC Variable Interest Entities] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated May 19, 2010 in the Registration Statement (Form F-1) and the related Prospectus of ChinaCache International Holdings Ltd. for the registration of its ordinary shares. Shanghai, the People’s Republic of China January 7,] [January 7, 2011 ChinaCache International Holdings Ltd. 6/F, Block A, Galaxy Plaza No. 10 Jiuxianqiao Road Middle, Chaoyang District Beijing, 100015 People’s Republic of China Attention: Robert Yong Sha, Chief Financial Officer Dear Mr. Sha, iResearch Consulting Group Vice President EX-23.5 7 a2201551zex-23_5.htm EX-23.5] [January 6, 2011 ChinaCache International Holding Co., Ltd 6th Floor,Tower A,Galaxy Building No.10 Chaoyang Dirstrict, Beijing, P.R.China Postcode: 100016 Consent Letter Dear Sirs or Madams, We hereby consent to the references to our name, valuation methodologies, assumptions and value conclusions for your financial reporting purposes, with respect to our appraisal reports (the “Reports”) addressed to ChinaCache International Holdings Co., Ltd] [HAN KUN LAW OFFICES Room 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/ 5522 [Form of Legal Opinion] To: ChinaCache International Holdings Ltd. Scotia Center, 4 th Floor, P.O. Box 2804, George Town, Cayman Islands, British West Indies Dear Sirs or Madams: PRC China]

By | 2016-03-27T16:57:58+00:00 January 7th, 2011|Categories: CCIH, Chinese Stocks, Webplus ver|Tags: , , , , , |0 Comments
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ZA [ZUOAN FASHION] F-1: (Original Filing)

[FORM F-1 REGISTRATION STATEMENT Zuoan Fashion Limited Not Applicable Cayman Islands 2320 Not Applicable Rooms 213 to 215, Block 8 Name of Agent for Service (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: James C. Lin, Esq. David Roberts, Esq. Approximate date of commencement of proposed sale to the public: As] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF Zuoan Fashion Limited 1. The name of the Company is Zuoan Fashion Limited . 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands. 3. Subject to the] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Zuoan Fashion Limited 1. The name of the Company is Zuoan Fashion Limited. 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands. 3. Subject] [Incorporated in the Cayman Islands Zuoan Fashion Limited This is to certify that Specimen is / are the registered shareholders of: No. of Shares Type of Share Par Value Ordinary US$ 0.00025 Date of Record Certificate Number % Paid] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT W I T N E S S E T H T H A T: WHEREAS , the Company desires to establish an ADR facility with the Depositary to provide for the deposit of the Shares and the creation of American Depositary Shares representing the Shares so deposited; and WHEREAS , the Depositary is willing to act] [DATED THIS 24 th DAY OF DECEMBER 2008 Amongst FAST BOOST HOLDINGS LIMITED as Borrower and THE PERSONS NAMED IN SCHEDULE 1 as Lenders and FAME BRILLIANT GROUP LIMITED HONG JINSHAN OR SIU FONG CONVERTIBLE LOAN AGREEMENT KHATTARWONG Advocates & Solicitors 80 Raffles Place #25-01 UOB Plaza 1 Singapore 048624 TABLE OF CONTENTS Clause Heading Page 1. Definitions And Interpretation] [DATED THIS 15th DAY OF JANUARY 2010 Amongst FAST BOOST HOLDINGS LIMITED as Borrower and PHILLIP VENTURES ENTERPRISE FUND 2 LTD. as Lender and FAME BRILLIANT GROUP LIMITED HONG JINSHAN OR SIU FONG CONVERTIBLE LOAN AGREEMENT KHATTARWONG Advocates & Solicitors 80 Raffles Place #25-01 UOB Plaza 1 Singapore 048624 TABLE OF CONTENTS Clause Heading Page 1. Definitions And Interpretation 2] [PRIVATE & CONFIDENTIAL 3 December 2010 BETWEEN FAST BOOST HOLDINGS LIMITED (Borrower) AND PHILLIP VENTURES ENTERPRISE FUND 2 LTD (Lender) AND FAME BRILLIANT GROUP LIMITED AND HONG JINSHAN AND OR SIU FONG SUPPLEMENTAL AGREEMENT KHATTARWONG Partnership in Practice 80 Raffles Place, #25-01 UOB Plaza 1, Singapore 048624 Tel: 65-6535 6844 / Fax 65-6534 4892 Email kwp@khattarwong.com THIS SUPPLEMENTAL AGREEMENT is] [[LETTERHEAD OF CONYERS DILL & PEARMAN] 31 December 2010 Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072 China Matter No. 874853 Doc AC/al/#345634 Direct Line (852) 2842 9531 Anna.Chong@ conyersdill.com Dear Sirs, Zuoan Fashion Limited (the “Company”) Commission Registration Statement Securities Act Ordinary Shares For the purposes of giving this opinion, we] [[LETTERHEAD OF CONYERS DILL & PEARMAN] 31 December 2010 Matter No.:874 853 Doc Ref: AC/al /#3 45636 Direct Line: (852) 2842 9531 Anna.Chong@conyersdill.com Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072 China Dear Sirs, Re: Zuoan Fashion Limited (t he “Company”) We have acted as special Cayman Islands legal counsel to the] [[LETTERHEAD OF TREND ASSOCIATES] To: Zuoan Fashion Limited Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands 3 January 2011 I Dear Sirs: 1. Introduction PRC Registration Statement Ordinary Shares We are acting as legal advisers of the Company as to matters of laws of the People’s Republic of China (the “ 1 2. Definitions Governmental Authority] [FORM OF DISTRIBUTION AGREEMENT Party A : ZUOAN Dress Co., Ltd., Shishi (“ZUOAN”) Legal Representative: James Jinshan Hong Place of Business: Wuxing, North Beihuan Road, Fengli, Shishi City Business License No.: QDMQZZi No. 007514 -1/0 Tel: 0595-83008890 Fax: 0595-88505229 Postcode: 362700 Attorney: ID Card No.: Address: Telephone: Party B : Legal Representative: Place of Business: Business License No.: Telephone: Fax:] [ZUOAN FASHION LIMITED 2010 EQUITY INCENTIVE PLAN 1. Purpose of the Plan The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing] [FORM OF INDEMNIFICATION AGREEMENT ZUOAN FASHION LIMITED Agreement Company Indemnitee This Indemnification Agreement (this “ W I T N E S S E T H: WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against] [FORM OF EMPLOYMENT AGREEMENT THIS AGREEMENT is made on BETWEEN: (1) ZUOAN FASHION LIMITED, a company established in accordance with the law of the Cayman Islands Company , whose registered office is situated at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands (the “ (2) you (“ Agreement This agreement (the “ 1. JOB TITLE The] [Dated 5 October 2010 The persons whose names and addresses are set out in Schedule 1 (Vendors) and Zuoan Fashion Limited (Purchaser) Share Exchange Agreement relating to Fast Boost Holdings Limited This Share Exchange Agreement is made on the 5th d ay of October 2010 BETWEEN : (1) Vendors The persons whose names and addresses are set out in Schedule] [REAL ESTATE LEASE AGREEMENT Lessor: Fujian Aidu Garment Manufacturing Co., Ltd. (“AIDU”) Lessee: ZUOAN Dress Co., Ltd., Shishi (“ZUOAN”) I. AIDU has acquired, in the form of allotment, the property located at Dingkekeng, Yushan, Jinjing Town, Jinjiang of Fujian Province (Fujian Aidu Garment Manufacturing Co., Ltd.), Land-use Right Certificate [JG]Zi No. 2004-00482, covering an area of 5,800 sqm, 1st Certificate] [REAL ESTATE TRANSFER AGREEMENT Transferor: Fujian Aidu Garment Manufacturing Co., Ltd. (“AIDU”) Transferee: ZUOAN Dress Co., Ltd., Shishi (“ZUOAN”) This Agreement is made by and between AIDU and ZUOAN for transfer of real estate upon principles of equality, voluntariness and legality in accordance with the Law of the People’s Republic of China on Urban Real Estate Administration. I. The Property] [SUPPLEMENTAL AGREEMENT TO REAL ESTATE Party A: Fujian Aidu Garment Manufacturing Co., Ltd. (“AIDU”) Party B: ZUOAN Dress Co., Ltd., Shishi (“ZUOAN”) This Supplementary Agreement is entered into by and between AIDU and ZUOAN in place of the Real Estate Transfer Agreement, dated June 1, 2006, which was terminated on June 30, 2008 after mutual consultation as a result of] [FORM OF MAXIMUM GUARANTEE CONTRACT Bank of Quanzhou Co., Ltd. Maximum Guarantee Contract No.: 190120100511006-2 Contract This Maximum Guarantee Contract (“ Creditor: Shishi Branch of Bank of Quanzhou Co., Ltd. (“Party A”) Legal Representative: Wang Qicong Address: Shishi City Tel: 88553503 And Guarantor: Legal Representative: Address: Tel: 2 Article 1 Guaranteed Principal Claims 1.1 Major Contracts Borrower Principal Claims guaranteed] [FORM OF REPRESENTATIONS FOR PERSONAL GUARANTEE No.:___ To Shishi Fengli Branch of Industrial Bank Co., Ltd. No.: Major Contract Borrower As for the RMB Short-term Borrowing Contract ( I. II. III. Guarantee Period Period for Guarantee (“ (I) (II) Guarantee Period for bank acceptance bills, L/C and L/G shall be two years from the date of making advances by you.] [MAXIMUM MORTGAGE CONTRACT (Applicable to Non-facility Credits) No.: Xing Yin Shi Di Zi No. 152008026732 Contract This Maximum Mortgage Contract (“ Mortgagee: Shishi Fengli Branch of Industrial Bank Co., Ltd. Responsible Officer: Liu Dingzhen Address: Jiu Er Road, Shishi City Zip Code: Telex: Tel: Fax: And] [Contract No.: FORM OF MAXIMUM GUARANTEE CONTRACT Maximum Guarantee Contract CHINA CITIC BANK Instructions I. You are required to fill out this Contract in black-blue or black, or in pen. II. You are required to fill out this Contract completely, clearly and readably. III. You are required to write down currency in Chinese other than currency symbol instead. Chinese name] [Maximum Guarantee Contract AGRICULTURAL BANK OF CHINA Maximum Guarantee Contract Contract No.: 35905200900014032 Contract This Maximum Guarantee Contract (“ Creditor (Full Name): Jinjiang City Branch of Agricultural Bank of China Guarantor (Full Name): (1) Zuoan Dress Co., Ltd., Shishi. (2) (3) Whereas, Major Contracts Borrower Guarantor is willing to grant Maximum Guarantee for claims arising from business contracts (“ THEREFORE,] [SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT ( Agreement ) “ is made on November 18, 2010 BETWEEN : MR. CHAOSHEN WANG “Purchaser” (hereinafter referred to as the FAME BRILLIANT GROUP LIMITED “Vendor” , a corporation incorporated under the laws of the British Virgins Islands with its registered office at PO Box 957, Offshore Incorporations Centre, Road Town, Tortola, the] [PRIVATE & CONFIDENTIAL 3 December 2010 BETWEEN FAME BRILLIANT GROUP LIMITED (Chargor) AND PHILLIP VENTURES ENTERPRISE FUND 2 LTD (Chargee) ESCROW AGREEMENT KHATTARWONG Partnership in Practice 80 Raffles Place, #25-01 UOB Plaza 1, Singapore 048624 Tel: 65-6535 6844 / Fax 65-6534 4892 Email kwp@khattarwong.com THIS AGREEMENT is dated 3 rd December 2010 and made amongst: (1) FAME BRILLIANT GROUP LIMITED] [& PRIVATE 3 December 2010 BETWEEN FAME BRILLIANT GROUP LIMITED (Chargor) AND PHILLIP VENTURES ENTERPRISE FUND 2 LTD (Chargee) DEED OF CHARGE KHATTARWONG Partnership in Practice 80 Raffles Place, THIS DEED FAME BRILLIANT GROUP LIMITED Chargor IN FAVOUR OF PHILLIP VENTURES ENTERPRISE FUND 2 LTD. Chargee Parties , Party dated 3 December 2010 is made by WHEREAS: (A) First CLA] [FORM OF RESTRICTED SHARE AWARD AGREEMENT ZUOAN FASHION LIMITED RESTRICTED SHARE AWARD AGREEMENT THIS AGREEMENT Agreement Date of Grant Company (the “ [ Trustee Trust Deed Participant Participants [ ](the “ ] : R E C I T A L S : WHEREAS Plan , the Company has adopted the Zuoan Fashion Limited 2010 Equity Incentive Plan (the “ WHEREAS] [Name Jurisdiction of Fast Boost Holdings Limited BVI Wholly-owned subsidiary Champion Goal Holdings Limited Hong Kong Wholly-owned subsidiary of Fast Boost Holdings Limited Zuoan Dress Co., Ltd., Shishi PRC Wholly-owned subsidiary of Champion Goal Holdings Limited Shanghai Mingfu Fashion Limited] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of our report dated January 4, 2011, relating to the consolidated financial statements of Zuoan Fashion Limited and subsidiaries, and to the reference to our Firm under the caption “Experts” in the prospectus. GHP Horwath, P.C. Denver, Colorado 1 EX-23.1 30 a2201216zex-23_1.htm EX-23.1] [September 10, 2010 Zuoan Fashion Limited CONSENT OF FROST & SULLIVAN “Registration Statement”) “Company”) “SEC”) “SEC Filings”). “Reports”) Frost & Sullivan hereby consents to references to its name in the Registration Statement on Form F-1 (the Frost & Sullivan [SEAL] Sophia Wang Consulting Manager EX-23.5 31 a2201216zex-23_5.htm EX-23.5] [December 27, 2010 Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072, China Ladies and Gentlemen: Sincerely yours, EX-23.6 32 a2201216zex-23_6.htm EX-23.6] [December 27, 2010 Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072, China Ladies and Gentlemen: Sincerely yours, EX-23.7 33 a2201216zex-23_7.htm EX-23.7] [December 27, 2010 Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072, China Ladies and Gentlemen: Sincerely yours, EX-23.8 34 a2201216zex-23_8.htm EX-23.8] [December 27, 2010 Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072, China Ladies and Gentlemen: Sincerely yours, EX-23.9 35 a2201216zex-23_9.htm EX-23.9] [ZUOAN FASHION LIMITED Code of Business Conduct and Ethics Adopted December 30, 2010 1. Introduction Code This Code of Business Conduct and Ethics (the “ We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business activities including, but not limited to,] [[LETTERHEAD OF TREND ASSOCIATES] To: Zuoan Fashion Limited Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands 4 January 2011 I Dear Sirs: 1. Introduction PRC Registration Statement We are acting as legal advisers of the Company as to matters of laws of the People’s Republic of China (the “ 2. Definitions Governmental Authority “ 1 Group]

By | 2016-04-01T00:11:24+00:00 January 4th, 2011|Categories: Chinese Stocks, SEC Original, ZA|Tags: , , , , , |0 Comments
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ZA [ZUOAN FASHION] F-1: FORM F-1 REGISTRATION STATEMENT Zuoan Fashion Limited Not

[FORM F-1 REGISTRATION STATEMENT Zuoan Fashion Limited Not Applicable Cayman Islands 2320 Not Applicable Rooms 213 to 215, Block 8 Name of Agent for Service (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: James C. Lin, Esq. David Roberts, Esq. Approximate date of commencement of proposed sale to the public: As] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF Zuoan Fashion Limited 1. The name of the Company is Zuoan Fashion Limited . 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands. 3. Subject to the] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Zuoan Fashion Limited 1. The name of the Company is Zuoan Fashion Limited. 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands. 3. Subject] [Incorporated in the Cayman Islands Zuoan Fashion Limited This is to certify that Specimen is / are the registered shareholders of: No. of Shares Type of Share Par Value Ordinary US$ 0.00025 Date of Record Certificate Number % Paid] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT W I T N E S S E T H T H A T: WHEREAS , the Company desires to establish an ADR facility with the Depositary to provide for the deposit of the Shares and the creation of American Depositary Shares representing the Shares so deposited; and WHEREAS , the Depositary is willing to act] [DATED THIS 24 th DAY OF DECEMBER 2008 Amongst FAST BOOST HOLDINGS LIMITED as Borrower and THE PERSONS NAMED IN SCHEDULE 1 as Lenders and FAME BRILLIANT GROUP LIMITED HONG JINSHAN OR SIU FONG CONVERTIBLE LOAN AGREEMENT KHATTARWONG Advocates & Solicitors 80 Raffles Place #25-01 UOB Plaza 1 Singapore 048624 TABLE OF CONTENTS Clause Heading Page 1. Definitions And Interpretation] [DATED THIS 15th DAY OF JANUARY 2010 Amongst FAST BOOST HOLDINGS LIMITED as Borrower and PHILLIP VENTURES ENTERPRISE FUND 2 LTD. as Lender and FAME BRILLIANT GROUP LIMITED HONG JINSHAN OR SIU FONG CONVERTIBLE LOAN AGREEMENT KHATTARWONG Advocates & Solicitors 80 Raffles Place #25-01 UOB Plaza 1 Singapore 048624 TABLE OF CONTENTS Clause Heading Page 1. Definitions And Interpretation 2] [PRIVATE & CONFIDENTIAL 3 December 2010 BETWEEN FAST BOOST HOLDINGS LIMITED (Borrower) AND PHILLIP VENTURES ENTERPRISE FUND 2 LTD (Lender) AND FAME BRILLIANT GROUP LIMITED AND HONG JINSHAN AND OR SIU FONG SUPPLEMENTAL AGREEMENT KHATTARWONG Partnership in Practice 80 Raffles Place, #25-01 UOB Plaza 1, Singapore 048624 Tel: 65-6535 6844 / Fax 65-6534 4892 Email kwp@khattarwong.com THIS SUPPLEMENTAL AGREEMENT is] [[LETTERHEAD OF CONYERS DILL & PEARMAN] 31 December 2010 Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072 China Matter No. 874853 Doc AC/al/#345634 Direct Line (852) 2842 9531 Anna.Chong@ conyersdill.com Dear Sirs, Zuoan Fashion Limited (the “Company”) Commission Registration Statement Securities Act Ordinary Shares For the purposes of giving this opinion, we] [[LETTERHEAD OF CONYERS DILL & PEARMAN] 31 December 2010 Matter No.:874 853 Doc Ref: AC/al /#3 45636 Direct Line: (852) 2842 9531 Anna.Chong@conyersdill.com Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072 China Dear Sirs, Re: Zuoan Fashion Limited (t he “Company”) We have acted as special Cayman Islands legal counsel to the] [[LETTERHEAD OF TREND ASSOCIATES] To: Zuoan Fashion Limited Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands 3 January 2011 I Dear Sirs: 1. Introduction PRC Registration Statement Ordinary Shares We are acting as legal advisers of the Company as to matters of laws of the People’s Republic of China (the “ 1 2. Definitions Governmental Authority] [FORM OF DISTRIBUTION AGREEMENT Party A : ZUOAN Dress Co., Ltd., Shishi (“ZUOAN”) Legal Representative: James Jinshan Hong Place of Business: Wuxing, North Beihuan Road, Fengli, Shishi City Business License No.: QDMQZZi No. 007514 -1/0 Tel: 0595-83008890 Fax: 0595-88505229 Postcode: 362700 Attorney: ID Card No.: Address: Telephone: Party B : Legal Representative: Place of Business: Business License No.: Telephone: Fax:] [ZUOAN FASHION LIMITED 2010 EQUITY INCENTIVE PLAN 1. Purpose of the Plan The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing] [FORM OF INDEMNIFICATION AGREEMENT ZUOAN FASHION LIMITED Agreement Company Indemnitee This Indemnification Agreement (this “ W I T N E S S E T H: WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against] [FORM OF EMPLOYMENT AGREEMENT THIS AGREEMENT is made on BETWEEN: (1) ZUOAN FASHION LIMITED, a company established in accordance with the law of the Cayman Islands Company , whose registered office is situated at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands (the “ (2) you (“ Agreement This agreement (the “ 1. JOB TITLE The] [Dated 5 October 2010 The persons whose names and addresses are set out in Schedule 1 (Vendors) and Zuoan Fashion Limited (Purchaser) Share Exchange Agreement relating to Fast Boost Holdings Limited This Share Exchange Agreement is made on the 5th d ay of October 2010 BETWEEN : (1) Vendors The persons whose names and addresses are set out in Schedule] [REAL ESTATE LEASE AGREEMENT Lessor: Fujian Aidu Garment Manufacturing Co., Ltd. (“AIDU”) Lessee: ZUOAN Dress Co., Ltd., Shishi (“ZUOAN”) I. AIDU has acquired, in the form of allotment, the property located at Dingkekeng, Yushan, Jinjing Town, Jinjiang of Fujian Province (Fujian Aidu Garment Manufacturing Co., Ltd.), Land-use Right Certificate [JG]Zi No. 2004-00482, covering an area of 5,800 sqm, 1st Certificate] [REAL ESTATE TRANSFER AGREEMENT Transferor: Fujian Aidu Garment Manufacturing Co., Ltd. (“AIDU”) Transferee: ZUOAN Dress Co., Ltd., Shishi (“ZUOAN”) This Agreement is made by and between AIDU and ZUOAN for transfer of real estate upon principles of equality, voluntariness and legality in accordance with the Law of the People’s Republic of China on Urban Real Estate Administration. I. The Property] [SUPPLEMENTAL AGREEMENT TO REAL ESTATE Party A: Fujian Aidu Garment Manufacturing Co., Ltd. (“AIDU”) Party B: ZUOAN Dress Co., Ltd., Shishi (“ZUOAN”) This Supplementary Agreement is entered into by and between AIDU and ZUOAN in place of the Real Estate Transfer Agreement, dated June 1, 2006, which was terminated on June 30, 2008 after mutual consultation as a result of] [FORM OF MAXIMUM GUARANTEE CONTRACT Bank of Quanzhou Co., Ltd. Maximum Guarantee Contract No.: 190120100511006-2 Contract This Maximum Guarantee Contract (“ Creditor: Shishi Branch of Bank of Quanzhou Co., Ltd. (“Party A”) Legal Representative: Wang Qicong Address: Shishi City Tel: 88553503 And Guarantor: Legal Representative: Address: Tel: 2 Article 1 Guaranteed Principal Claims 1.1 Major Contracts Borrower Principal Claims guaranteed] [FORM OF REPRESENTATIONS FOR PERSONAL GUARANTEE No.:___ To Shishi Fengli Branch of Industrial Bank Co., Ltd. No.: Major Contract Borrower As for the RMB Short-term Borrowing Contract ( I. II. III. Guarantee Period Period for Guarantee (“ (I) (II) Guarantee Period for bank acceptance bills, L/C and L/G shall be two years from the date of making advances by you.] [MAXIMUM MORTGAGE CONTRACT (Applicable to Non-facility Credits) No.: Xing Yin Shi Di Zi No. 152008026732 Contract This Maximum Mortgage Contract (“ Mortgagee: Shishi Fengli Branch of Industrial Bank Co., Ltd. Responsible Officer: Liu Dingzhen Address: Jiu Er Road, Shishi City Zip Code: Telex: Tel: Fax: And] [Contract No.: FORM OF MAXIMUM GUARANTEE CONTRACT Maximum Guarantee Contract CHINA CITIC BANK Instructions I. You are required to fill out this Contract in black-blue or black, or in pen. II. You are required to fill out this Contract completely, clearly and readably. III. You are required to write down currency in Chinese other than currency symbol instead. Chinese name] [Maximum Guarantee Contract AGRICULTURAL BANK OF CHINA Maximum Guarantee Contract Contract No.: 35905200900014032 Contract This Maximum Guarantee Contract (“ Creditor (Full Name): Jinjiang City Branch of Agricultural Bank of China Guarantor (Full Name): (1) Zuoan Dress Co., Ltd., Shishi. (2) (3) Whereas, Major Contracts Borrower Guarantor is willing to grant Maximum Guarantee for claims arising from business contracts (“ THEREFORE,] [SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT ( Agreement ) “ is made on November 18, 2010 BETWEEN : MR. CHAOSHEN WANG “Purchaser” (hereinafter referred to as the FAME BRILLIANT GROUP LIMITED “Vendor” , a corporation incorporated under the laws of the British Virgins Islands with its registered office at PO Box 957, Offshore Incorporations Centre, Road Town, Tortola, the] [PRIVATE & CONFIDENTIAL 3 December 2010 BETWEEN FAME BRILLIANT GROUP LIMITED (Chargor) AND PHILLIP VENTURES ENTERPRISE FUND 2 LTD (Chargee) ESCROW AGREEMENT KHATTARWONG Partnership in Practice 80 Raffles Place, #25-01 UOB Plaza 1, Singapore 048624 Tel: 65-6535 6844 / Fax 65-6534 4892 Email kwp@khattarwong.com THIS AGREEMENT is dated 3 rd December 2010 and made amongst: (1) FAME BRILLIANT GROUP LIMITED] [& PRIVATE 3 December 2010 BETWEEN FAME BRILLIANT GROUP LIMITED (Chargor) AND PHILLIP VENTURES ENTERPRISE FUND 2 LTD (Chargee) DEED OF CHARGE KHATTARWONG Partnership in Practice 80 Raffles Place, THIS DEED FAME BRILLIANT GROUP LIMITED Chargor IN FAVOUR OF PHILLIP VENTURES ENTERPRISE FUND 2 LTD. Chargee Parties , Party dated 3 December 2010 is made by WHEREAS: (A) First CLA] [FORM OF RESTRICTED SHARE AWARD AGREEMENT ZUOAN FASHION LIMITED RESTRICTED SHARE AWARD AGREEMENT THIS AGREEMENT Agreement Date of Grant Company (the “ [ Trustee Trust Deed Participant Participants [ ](the “ ] : R E C I T A L S : WHEREAS Plan , the Company has adopted the Zuoan Fashion Limited 2010 Equity Incentive Plan (the “ WHEREAS] [Name Jurisdiction of Fast Boost Holdings Limited BVI Wholly-owned subsidiary Champion Goal Holdings Limited Hong Kong Wholly-owned subsidiary of Fast Boost Holdings Limited Zuoan Dress Co., Ltd., Shishi PRC Wholly-owned subsidiary of Champion Goal Holdings Limited Shanghai Mingfu Fashion Limited] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of our report dated January 4, 2011, relating to the consolidated financial statements of Zuoan Fashion Limited and subsidiaries, and to the reference to our Firm under the caption “Experts” in the prospectus. GHP Horwath, P.C. Denver, Colorado 1 EX-23.1 30 a2201216zex-23_1.htm EX-23.1] [September 10, 2010 Zuoan Fashion Limited CONSENT OF FROST & SULLIVAN “Registration Statement”) “Company”) “SEC”) “SEC Filings”). “Reports”) Frost & Sullivan hereby consents to references to its name in the Registration Statement on Form F-1 (the Frost & Sullivan [SEAL] Sophia Wang Consulting Manager EX-23.5 31 a2201216zex-23_5.htm EX-23.5] [December 27, 2010 Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072, China Ladies and Gentlemen: Sincerely yours, EX-23.6 32 a2201216zex-23_6.htm EX-23.6] [December 27, 2010 Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072, China Ladies and Gentlemen: Sincerely yours, EX-23.7 33 a2201216zex-23_7.htm EX-23.7] [December 27, 2010 Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072, China Ladies and Gentlemen: Sincerely yours, EX-23.8 34 a2201216zex-23_8.htm EX-23.8] [December 27, 2010 Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072, China Ladies and Gentlemen: Sincerely yours, EX-23.9 35 a2201216zex-23_9.htm EX-23.9] [ZUOAN FASHION LIMITED Code of Business Conduct and Ethics Adopted December 30, 2010 1. Introduction Code This Code of Business Conduct and Ethics (the “ We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business activities including, but not limited to,] [[LETTERHEAD OF TREND ASSOCIATES] To: Zuoan Fashion Limited Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands 4 January 2011 I Dear Sirs: 1. Introduction PRC Registration Statement We are acting as legal advisers of the Company as to matters of laws of the People’s Republic of China (the “ 2. Definitions Governmental Authority “ 1 Group]

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