ISS [iSoftStone] F-1: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (1) Proposed maximum Amount of (2)(3) Ordinary Shares, par value $0.0001 per share $50,000,000 $3,565 (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. (2) (3) American depositary shares issuable upon deposit] [THE COMPANIES LAW OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF iSOFTSTONE HOLDINGS LIMITED (Adopted by Special Resolution passed on June 10, 2010) 1. iSoftStone Holdings Limited. The name of the Company is 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre,] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 002 US$7,500,000 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 001 US$7,500,000 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder] [FORM OF CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 003 US$7,125,664 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 005 US$4,453,539 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 004 US$790,000 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 006 US$1,630,797 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 008 US$4,000,000 April 21, 2010 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 007 US$ 5,000,000 April 22, 2010 Company Note Notes Holder Holders Principal Amount SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder “ Daily Compound] [EXECUTION COPY iSOFTSTONE HOLDINGS LIMITED SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Agreement iSoftStone Holdings Limited Company This SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “ Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU, Tianwen FENG, Yong Frank FENG) Schedule 2 Series A Holders the persons and entities set forth in the Schedule of Series A Shareholders attached] [ADDITIONAL INVESTOR JOINDER AGREEMENT JOINDER AGREEMENT “Joinder Agreement” st day of April, 2010. BETWEEN: (1) iSoftStone Holdings Limited Company (2) JINYUAN DEVELOPMENT (HONG KONG) COMPANY LIMITED “New Note Holder” RECITALS (A) Investors’ Rights Agreement On the 23th day of December 2009, the Company and the Investors entered into that certain Second Amended and Restated Investors’ Rights Agreement (the “ (B)] [AMENDMENT TO INVESTORS RIGHTS AGREEMENT Amendment Amendment Effective Date Agreement Signing Date THIS AMENDMENT (“ iSoftStone Holdings Limited Company Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU Tianwen FENG Yong Frank FENG Schedule 2 Series A Holders the persons and entities set forth in the Schedule of Series A Shareholders attached as Schedule 3 Series B Holders the entities] [EXECUTION COPY SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Agreement This SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “ iSoftStone Holdings Limited Company Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU, Tianwen FENG, Yong ( Frank FENG) Schedule 2 Series A Holders the persons and entities set forth in the] [ADDITIONAL INVESTOR JOINDER AGREEMENT JOINDER AGREEMENT Joinder Agreement st day of April, 2010. BETWEEN: (1) iSoftStone Holdings Limited Company (2) JINYUAN DEVELOPMENT (HONG KONG) COMPANY LIMITED New Note Holder RECITALS (A) ROFR Agreement On the 23th day of December 2009, the Company and its Security Holders entered into that certain Second Amended and Restated Right of First Refusal and Co-Sale] [AMENDMENT TO RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Amendment Amendment Effective Date Agreement Signing Date THIS AMENDMENT (“ iSoftStone Holdings Limited Company Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU Tianwen FENG Yong Frank FENG Schedule 2 Series A Holders the persons and entities set forth in the Schedule of Series A Shareholders attached as Schedule 3 Series] [[ ] 2010 Matter No.:874803 Doc Ref: Fw/aw/#340863 iSoftStone Holdings Limited International Software Plaza Building 9 Zhongguancun Software Park No.8 West Dongbeiwang Road Haidian District Beijing 100193 People’s Republic of China Dear Sirs, iSoftStone Holdings Limited (the “Company”) Re: Commission Registration Statement Securities Act Ordinary Shares Minutes Certificate Date For the purposes of giving this opinion, we have examined a] [[ ] 2010 Matter No.:874803 Doc Ref: fw/#340538 iSoftStone Holdings Limited International Software Plaza Building 9 Zhongguancun Software Park No.8 West Dongbeiwang Road Haidian District Beijing 100193 People’s Republic of China Dear Sirs, iSoftStone Holdings Limited (the “Company”) Re: Ordinary Shares Registration Statement Securities Act Commission We have acted as special Cayman Islands legal counsel to the Company in connection] [FORM OF OPINION OF O’MELVENY & MEYERS LLP [ ], 2010 iSoftStone Holdings Limited International Software Plaza Building 9 Zhongguancun Software Park No. 8 West Dongbeiwang Road, Haidian District Beijing 100193 People’s Republic of China American Depositary Shares (the “ADSs”), each representing [ ] ordinary shares of iSoftStone Holdings Limited (the “Company”) Re: Ladies and Gentlemen: [ ], 2010 -] [ISOFTSTONE HOLDINGS LIMITED 2008 SHARE INCENTIVE PLAN Adopted on March 1, 2008 (Amended on September 15, 2010) ISOFTSTONE HOLDINGS LIMITED 2008 SHARE INCENTIVE PLAN iSoftStone Holdings Limited, a Cayman Islands exempt company with limited liability (the “Company”), sets forth herein the terms of its 2008 Share Incentive Plan (the “Plan”) as follows: 1. PURPOSE The Plan is intended to enhance] [ISOFTSTONE HOLDINGS LIMITED 2009 SHARE INCENTIVE PLAN Adopted on December 17, 2009 (Amended on April 16, 2010 and September 16, 2010) ARTICLE 1 PURPOSE Plan Company The purpose of the iSoftStone Holdings Limited 2009 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,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated August 30, 2010 relating to the consolidated financial statements of iSoftStone Holdings Limited as of the years ended December 31, 2008 and 2009 and for the years ended December 31, 2007, 2008 and 2009, and the related] [November 23, 2010 Board of Directors iSoftStone Holdings Limited International Software Plaza Bldg 9 Zhongguancun Software Park No. 8 West Dongbeiwang Road, Haidian District Beijing 100193, People’s Republic of China Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, EX-23.5 23 dex235.htm CONSENT OF AMERICAN APPRAISAL CHINA LIMITED] [To: iSoftStone Holdings Limited International Software Plaza Bldg 9 Zhongguancun Software Park No. 8 West Dongbeiwang Road, Haidian District Beijing 100193 People’s Republic of China [DATE] Re: Legal Opinion on Certain PRC Legal Matters To Whom It May Concern, PRC We are lawyers qualified in the People’s Republic of China (the “ Company Registration Statement Offering Offered ADSs Ordinary Shares]

By | 2016-03-23T06:26:17+00:00 November 23rd, 2010|Categories: Chinese Stocks, ISS, SEC Original|Tags: , , , , , |0 Comments
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ISS [iSoftStone] F-1: CALCULATION OF REGISTRATION FEE Title of each class

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (1) Proposed maximum Amount of (2)(3) Ordinary Shares, par value $0.0001 per share $50,000,000 $3,565 (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. (2) (3) American depositary shares issuable upon deposit] [THE COMPANIES LAW OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF iSOFTSTONE HOLDINGS LIMITED (Adopted by Special Resolution passed on June 10, 2010) 1. iSoftStone Holdings Limited. The name of the Company is 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre,] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 002 US$7,500,000 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 001 US$7,500,000 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder] [FORM OF CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 003 US$7,125,664 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 005 US$4,453,539 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 004 US$790,000 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 006 US$1,630,797 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 008 US$4,000,000 April 21, 2010 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 007 US$ 5,000,000 April 22, 2010 Company Note Notes Holder Holders Principal Amount SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder “ Daily Compound] [EXECUTION COPY iSOFTSTONE HOLDINGS LIMITED SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Agreement iSoftStone Holdings Limited Company This SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “ Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU, Tianwen FENG, Yong Frank FENG) Schedule 2 Series A Holders the persons and entities set forth in the Schedule of Series A Shareholders attached] [ADDITIONAL INVESTOR JOINDER AGREEMENT JOINDER AGREEMENT “Joinder Agreement” st day of April, 2010. BETWEEN: (1) iSoftStone Holdings Limited Company (2) JINYUAN DEVELOPMENT (HONG KONG) COMPANY LIMITED “New Note Holder” RECITALS (A) Investors’ Rights Agreement On the 23th day of December 2009, the Company and the Investors entered into that certain Second Amended and Restated Investors’ Rights Agreement (the “ (B)] [AMENDMENT TO INVESTORS RIGHTS AGREEMENT Amendment Amendment Effective Date Agreement Signing Date THIS AMENDMENT (“ iSoftStone Holdings Limited Company Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU Tianwen FENG Yong Frank FENG Schedule 2 Series A Holders the persons and entities set forth in the Schedule of Series A Shareholders attached as Schedule 3 Series B Holders the entities] [EXECUTION COPY SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Agreement This SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “ iSoftStone Holdings Limited Company Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU, Tianwen FENG, Yong ( Frank FENG) Schedule 2 Series A Holders the persons and entities set forth in the] [ADDITIONAL INVESTOR JOINDER AGREEMENT JOINDER AGREEMENT Joinder Agreement st day of April, 2010. BETWEEN: (1) iSoftStone Holdings Limited Company (2) JINYUAN DEVELOPMENT (HONG KONG) COMPANY LIMITED New Note Holder RECITALS (A) ROFR Agreement On the 23th day of December 2009, the Company and its Security Holders entered into that certain Second Amended and Restated Right of First Refusal and Co-Sale] [AMENDMENT TO RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Amendment Amendment Effective Date Agreement Signing Date THIS AMENDMENT (“ iSoftStone Holdings Limited Company Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU Tianwen FENG Yong Frank FENG Schedule 2 Series A Holders the persons and entities set forth in the Schedule of Series A Shareholders attached as Schedule 3 Series] [[ ] 2010 Matter No.:874803 Doc Ref: Fw/aw/#340863 iSoftStone Holdings Limited International Software Plaza Building 9 Zhongguancun Software Park No.8 West Dongbeiwang Road Haidian District Beijing 100193 People’s Republic of China Dear Sirs, iSoftStone Holdings Limited (the “Company”) Re: Commission Registration Statement Securities Act Ordinary Shares Minutes Certificate Date For the purposes of giving this opinion, we have examined a] [[ ] 2010 Matter No.:874803 Doc Ref: fw/#340538 iSoftStone Holdings Limited International Software Plaza Building 9 Zhongguancun Software Park No.8 West Dongbeiwang Road Haidian District Beijing 100193 People’s Republic of China Dear Sirs, iSoftStone Holdings Limited (the “Company”) Re: Ordinary Shares Registration Statement Securities Act Commission We have acted as special Cayman Islands legal counsel to the Company in connection] [FORM OF OPINION OF O’MELVENY & MEYERS LLP [ ], 2010 iSoftStone Holdings Limited International Software Plaza Building 9 Zhongguancun Software Park No. 8 West Dongbeiwang Road, Haidian District Beijing 100193 People’s Republic of China American Depositary Shares (the “ADSs”), each representing [ ] ordinary shares of iSoftStone Holdings Limited (the “Company”) Re: Ladies and Gentlemen: [ ], 2010 -] [ISOFTSTONE HOLDINGS LIMITED 2008 SHARE INCENTIVE PLAN Adopted on March 1, 2008 (Amended on September 15, 2010) ISOFTSTONE HOLDINGS LIMITED 2008 SHARE INCENTIVE PLAN iSoftStone Holdings Limited, a Cayman Islands exempt company with limited liability (the “Company”), sets forth herein the terms of its 2008 Share Incentive Plan (the “Plan”) as follows: 1. PURPOSE The Plan is intended to enhance] [ISOFTSTONE HOLDINGS LIMITED 2009 SHARE INCENTIVE PLAN Adopted on December 17, 2009 (Amended on April 16, 2010 and September 16, 2010) ARTICLE 1 PURPOSE Plan Company The purpose of the iSoftStone Holdings Limited 2009 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,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated August 30, 2010 relating to the consolidated financial statements of iSoftStone Holdings Limited as of the years ended December 31, 2008 and 2009 and for the years ended December 31, 2007, 2008 and 2009, and the related] [November 23, 2010 Board of Directors iSoftStone Holdings Limited International Software Plaza Bldg 9 Zhongguancun Software Park No. 8 West Dongbeiwang Road, Haidian District Beijing 100193, People’s Republic of China Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, EX-23.5 23 dex235.htm CONSENT OF AMERICAN APPRAISAL CHINA LIMITED] [To: iSoftStone Holdings Limited International Software Plaza Bldg 9 Zhongguancun Software Park No. 8 West Dongbeiwang Road, Haidian District Beijing 100193 People’s Republic of China [DATE] Re: Legal Opinion on Certain PRC Legal Matters To Whom It May Concern, PRC We are lawyers qualified in the People’s Republic of China (the “ Company Registration Statement Offering Offered ADSs Ordinary Shares]

By | 2016-03-23T06:27:19+00:00 November 23rd, 2010|Categories: Chinese Stocks, ISS, Webplus ver|Tags: , , , , , |0 Comments
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MOBI [SKY-MOBI] F-1: (Original Filing)

[] [THE COMPANIES LAW (CAP. 22) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SKY-MOBI LIMITED (Adopted by Special Resolution passed on November 18, 2010) 1. The name of the Company is: Sky-mobi Limited 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket] [THE COMPANIES LAW (CAP. 22) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SKY-MOBI LIMITED (Adopted by Special Resolution passed on November 19, 2010 and to be effective upon the completion of the initial public offering of American depositary shares of the Company on Nasdaq Global Market) 1. The name of the] [Sky-mobi Limited this is certify that is/are the registered shareholders of: NO OF SHARES TYPE OF SHARE per value common date of record certificate number paid the above shares are subject to the memorandum and articles of association of the company and transerabel in accordance therewith DIRECTOR DIRECTOR / SECRETARY EX-4.2 4 h04425exv4w2.htm EX-4.2] [Execution Copy Agreement Company Sequoia Capital Investor Founders Founder Founders Holdco WFOE Mijia Sky Domestic Companies Domestic Company Party Parties Each of the Company, the Investor, the Founders, the Founders Holdco, the WFOE and the Domestic Companies shall be referred to individually as a “ RECITALS A. Section 2.4(i)) Immediately prior to the Closing (as defined in B. Immediately prior] [AMENDMENT NO. 1 to and AMENDMENT NO. 2 to SHAREHOLDERS AGREEMENT AMENDMENT NO. 2 TO Amendment st Company Sequoia Capital Investors Founders Founder Founders Holdco WFOE Mijia Sky Domestic Companies Domestic Company Party Parties. Each of the Company, the Investors, the Founders, the Founders Holdco, the WFOE and the Domestic Companies shall be referred to individually as a “ RECITALS] [Execution Copy SHAREHOLDERS AGREEMENT Agreement Company Sequoia Capital Investor Founders Founder Founders Holdco WFOE Mijia Sky Domestic Companies Domestic Company THIS SHAREHOLDERS AGREEMENT (this “ Party Parties Each of the Company, the Investor, the Founders, the Founders Holdco, the WFOE and the Domestic Companies shall be referred to individually as a “ RECITALS A. Share Purchase Agreement B. It is] [AMENDMENT TO SHAREHOLDERS AGREEMENT “Amendment” “Company” “Sequoia Capital” “Investor” , , , “Founders” “Founder” “Founders Holdco” , “WFOE” “Mijia” “Sky” “Domestic Companies” “Domestic Company” , “Transferees” “Transferee” THIS AMENDMENT TO SHAREHOLDERS AGREEMENT (the WHEREAS A. “Instrument of Transfer” On September 5, 2008, Sequoia Capital and each of the Transferees entered into a Instrument of Transfer respectively (the B. “Shareholders Agreement”] [Execution Copy RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Agreement Company Sequoia Capital Investor Founders Founder Founders Holdco THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “ Party Parties Each of the Company, the Founders the Investor and the Founders Holdco shall be referred to individually as a “ RECITALS A. Share Purchase Agreement B. It is a condition] [Profit Star Limited Preferred Shares ACT PROFIT STAR LIMITED (Subject to Adjustment) THIS CERTIFIES THAT, “Sequoia Capital” “Company” SC Partners “SC Principals” “Holder” “Holders” Purchase Agreement THIS FURTHER CERTIFIES THAT, 1 Profit Star Limited Certain Definitions. 1. Affiliate “ Board “ Common Shares “ Company “ Control Controlling Controlled “ Encumbrances “ Exercise Date “ Exercise Period “ Exercise Price] [Execution Copy PROFIT STAR LIMITED SHARE VESTING AGREEMENT Agreement Company Founders Founder Founders Holdco This Share Vesting Agreement (the “ RECITALS Shares A. Founders Holdco is the holder of an aggregate of 750,000 Common Shares of the Company, par value US$0.01 per share (the “ Sequoia Capital Investor WFOE Mijia SKY Domestic Company Domestic Companies Share Purchase Agreement Company Group] [SHAREHOLDERS “Agreement” “Effective Date” “Company” “Shareholders” “Shareholder” “Party” “Parties” THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this RECITAL A. The Shareholders collectively own one hundred percent (100%) of the issued and outstanding shares of Xplane Limited. Xplane Limited owns beneficially and of record one hundred percent (100%) of the issued and outstanding shares of the Company. B. Share Purchase Agreement C. It] [CONFIDENTIAL INFORMATION AGREEMENT PROFIT STAR LIMITED “Agreement” , Effective Date “Company” , , “Shareholders” “Shareholder” “Party” “Parties” THIS CONFIDENTIAL INFORMATION AGREEMENT (this RECITAL A. The Shareholders collectively own one hundred percent (100%) of the issued and outstanding shares of Xplane Limited. Xplane Limited owns beneficially and of record one hundred percent (100%) of the issued and outstanding shares of the] [, 2010 Sky-mobi Limited DIRECT LINE: 852 2842 9531 10/F, Building B, United Mansion E-MAIL Anna.Chong@conyersdill.com No. 2, Zijinhua Road, Hangzhou OUR REF: AC/al/#345929(M#874617) Zhejiang 310013 YOUR REF: People’s Republic of China Dear Sirs, Sky-mobi Limited (the “Company”) Commission Registration Statement Securities Act Common Shares Minutes Certificate Date For the purposes of giving this opinion, we have examined a copy] [PROFIT STAR LIMITED 2010 SHARE INCENTIVE PLAN ARTICLE 1. PURPOSE Plan Company The purpose of the Profit Star Limited 2010 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 RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation. 2. The Board of Directors of the Company] [Employment Agreement Article I Basic Information of the Two Parties Employer (hereinafter referred to as “Party A”) Hangzhou Sky Network Technolgies Co., Ltd. A Domicile: Legal Representative: Tao Song Employee (hereinafter referred to as “Party B”) B Male ID C Correspondence Address: D Postcode: E Permanent Residence: Postcode: Article II Type and Term of the Agreement Party A and Party] [Form of Employment Agreement Party A: Hangzhou Sky Network Technologies Co., Ltd. Legal representative: Song Tao Address: Room 703, Building C, Zhejiang University Science Park, No.525 Xixi Road, West Lake District, Hangzhou, Zhejiang Province Tel.: 0571-87770978 Party B: A Gender: male B Date of birth: ID card number: C Home address: D Postal code: E Tel.: F Place of permanent] [Exclusive Business Cooperation Agreement THIS EXCLUSIVE BUSINESS COOPERATION AGREEMENT (“this Agreement”) is made and entered into by the following parties in Hangzhou, the People’s Republic of China (“PRC”) on December 24, 2009: Party A: Hangzhou Dianneng Technologies Co., Ltd. Address: Room 703, Building C, Zhejiang University Science Park, No.525 Xixi Road, Party B: Hangzhou Fanyi Technologies Co., Ltd. Address: Room] [Exclusive Purchase Option Agreement THIS EXCLUSIVE PURCHASE OPTION AGREEMENT (“this Agreement”) is made and entered into by the following parties in Beijing, the People’s Republic of China (“PRC”) on February 1, 2010: Party A: Hangzhou Dianneng Technologies Co., Ltd. Address: Room 703, Building C, Zhejiang University Science Park, No.525 Xixi Road, Party B: Song Tao, ID card number: Yang Tao,] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Hangzhou, the People’s Republic of China (“PRC”) on February 1, 2010: Party A: Hangzhou Dianneng Technologies Co., Ltd. “Pledgee”) Address: Room 703, Building C, Zhejiang University Science Park, No.525 Xixi Road, Party B: Song Tao (1) Yang Tao (2) “Pledgor” (collectively] [Form of Power of Attorney A B I ( Authorizing WFOE as my sole and exclusive proxy to exercise the following rights on my behalf in the matters regarding my equity, including, but not limited to 1) attend the shareholders’ meeting of Hangzhou Fanyi Technologies Co., Ltd.; 2) exercise all the shareholder rights and voting power granted to me under] [Form of Loan Agreement THIS BORROWING AGREEMENT (“THIS AGREEMENT”) is made and entered into by the parties below in Hangzhou, PRC on December 24, 2009: (1) Hangzhou Dianneng Technologies Co., Ltd. (2) A The Lender and the Borrower are hereinafter individually referred to as a “Party” and collectively as the “Parties”. WHEREAS, 1. B The Borrower holds the 2. The] [Form of Loan Agreement THIS BORROWING AGREEMENT (“THIS AGREEMENT”) is made and entered into by the parties below in Hangzhou, PRC on February 1, 2010: (1) Hangzhou Dianneng Technologies Co., Ltd. (2) A The Lender and the Borrower are hereinafter individually referred to as a “Party” and collectively as the “Parties”. WHEREAS, 1. B The Borrower holds the 2. The] [Confirmation Letter regarding the Repayment Method under Loan Agreement This Confirmation Letter regarding the Repayment Method under Loan Agreements (“the Confirmation Letter”) is executed as of February 1, 2010 between the following two parties: Lender: Hangzhou Dianneng Technologies Co., Ltd. (“the Lender”) Address: Room 703, Building C, Technology Park of Zhejiang University, 525 Xihu Road, Xihu District, Hangzhou. Borrower: Tao] [RESTRUCTURING FRAMEWORK AGREEMENT THIS RESTRUCTURING FRAMEWORK AGREEMENT (“this Agreement”) is made and entered into in Hangzhou, PRC as of July 1, 2010 by and among: Sky Network: Hangzhou Sky Network Technologies Co., Ltd. Address: 2F, No.65, Area 2, Lianzhuang Community, Puyan Sub-district, Binjiang District, Hangzhou Postal code: 310013 Tel.: 0571 87770978 Fax: 0571 87758616 Beijing Pusida: Pusida (Beijing) Technologies Co.,] [TECHNICAL SUPPORT SERVICE AGREEMENT between Hangzhou Sky Network Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd. 1 Technical Support Service Agreement THIS TECHNICAL SUPPORT AGREEMENT (“this Agreement”) is entered into on July 1, 2010 in Hangzhou China, by and between Hangzhou Sky Network Technologies Co., Ltd. (“Party A”), a company organized and existing under the laws of the People’s] [STRATEGIC CONSULTING SERVICE AGREEMENT between Hangzhou Sky Network Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd. 1 Strategic Consulting Service Agreement THIS STRATEGIC CONSULTING SERVICE AGREEMENT (“this Agreement”) is entered into in Hangzhou, People’s Republic of China (“PRC”) on July 1, 2010 by and between: Party A (“Entrusting Party”): Hangzhou Sky Network Technologies Co., Ltd. Address: 2F, No.65, Area] [INTELLECTUAL PROPERTY LICENSE AGREEMENT July 1, 2010: THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Hangzhou as of Licensor: Hangzhou Dianneng Technologies Co., Ltd. Address: Room 105, 3# Building, No.1197 Bin An Road, Hangzhou Licensee: Hangzhou Sky Network Technologies Co., Ltd. Address: 2F, No.65, Area 2, Lianzhuang Community, Puyan Sub-district, Binjiang] [PURCHASE OPTION AND COOPERATION AGREEMENT July, 2010 1 Purchase Option and Cooperation Agreement This Purchase Option and Cooperation Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on July 1, 2010 by and among: Sky Network: Hangzhou Sky Network Technologies Co., Ltd. Hangzhou Dianneng: Hangzhou Dianneng Technologies Co., Ltd. Mijia Technologies: Hangzhou Mijia Technologies Co.,] [Form of Power of Attorney A B C D Principal: Agent: Hangzhou Dianneng Technologies Co., Ltd. E Authorize Hangzhou Dianneng or a qualified Chinese citizen designated by it (hereinafter referred to as the “Agent”) to act as the exclusive and sole agent of Principal in respect of the following matters: Exercise all the voting power and other rights of Principal] [Equity Pledge Agreement This Equity Pledge Agreement (this “Agreement”) is executed by and among the following parties on July 1, 2010 in Hangzhou, China. Mijia Technologies: Hangzhou Mijia Technologies Co., Ltd. Qinyi Zhu Unless specified otherwise herein, Mijia Technologies and Qinyi Zhu shall hereinafter be referred to collectively as the “Pledgors”. Pledgee: Hangzhou Dianneng Technologies Co., Ltd. Sky Network: Hangzhou] [FRAMEWORK AGREEMENT ON RESTRUCTURING THIS FRAMEWORK AGREEMENT ON RESTRUCTURING (“this Agreement”) is made and entered into in Hangzhou, PRC as of July 1, 2010 by and among: Mijia Technologies: Hangzhou Mijia Technologies Co., Ltd. Postal code: 310013 Beijing Pusida: Pusida (Beijing) Technologies Co., Ltd. Hangzhou Dianneng: Hangzhou Dianneng Technologies Co., Ltd. Tao Song Li Ou Yan Tang Zhiyi Xia Zi] [TECHNICAL SUPPORT SERVICE AGREEMENT between Hangzhou Mijia Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd. 1 Technical Support Service Agreement THIS TECHNICAL SUPPORT SERVICE AGREEMENT (“this Agreement”) is entered into on July 1, 2010 in Hangzhou China, by and between Hangzhou Mijia Technologies Co., Ltd. (“Party A”), a company organized and existing under the laws of the People’s Republic] [STRATEGIC CONSULTING SERVICE AGREEMENT between Hangzhou Mijia Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd. 1 Strategic Consulting Service Agreement THIS STRATEGIC CONSULTING SERVICE AGREEMENT (“this Agreement”) is entered into in Hangzhou, People’s Republic of China (“PRC”) on July 1, 2010 by and between: Party A (“Entrusting Party”): Hangzhou Mijia Technologies Co., Ltd. ; and Party B (“Entrusted Party”):] [INTELLECTUAL PROPERTY LICENSE AGREEMENT July 1, 2010: THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Hangzhou as of Licensor: Hangzhou Dianneng Technologies Co., Ltd. Address: Room 105, 3# Building, No.1197 Bin’an Road, Hangzhou Licensee: Hangzhou Mijia Technologies Co., Ltd. Address: Room 610, 2# Building, No.1197 Bin’an Road, Binjiang District, Hangzhou The] [PURCHASE OPTION AND COOPERATION AGREEMENT July, 2010 1 Purchase Option and Cooperation Agreement This Purchase option and Cooperation Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on July 1, 2010 by and among: MIJIA TECH: Hangzhou Mijia Technologies Co., Ltd. Hangzhou Dianneng: Hangzhou Dianneng Technologies Co., Ltd. Mr. Michael Tao Song Mr. Li Ou] [Form of Power of Attorney A B Principal: Agent: Hangzhou Dianneng Technologies Co., Ltd. C I, Authorize Hangzhou Dianneng or a qualified Chinese citizen designated by it (hereinafter referred to as the “Agent”) to act as the exclusive and sole agent of Principal in respect of the following matters: Exercise all the voting power and other rights of Principal as] [Equity Pledge Agreement This Equity Pledge Agreement (this “Agreement”) is executed by and among the following parties on July 1, 2010 in Hangzhou, China. PLEDGOR (the following eleven individuals shall hereinafter be referred to collectively as the “Pledgors”) PLEDGOR A: Mr. Michael Tao Song PLEDGOR B: Mr. Li Ou PLEDGOR C: Mr. Yan Tang PLEDGOR D: Mr. Zhiyi Xia PLEDGOR] [Lease Contract Lessor (Party A) Yunian Huang ID Card No.: Qiulong Zhu ID Card No.: Lessee (Party B) Hangzhou Sky Network Technologies Co., Ltd. Article 1 Article 2 Leased premises and purpose of lease 1. 2 Party A hereby leases to Party B for office purpose Rooms 1001 and 1002 (total construction area 3,111.88m Article 3 Lease term, rent and] [Lease Contract Lessor (Party A) Xiaoming Wu ID Card No.: Yuhong Wang ID Card No.: Lessee (Party B) Hangzhou Sky Network Technologies Co., Ltd. Article 1 Article 2 Leased premises and purpose of lease 1. 2 Party A hereby leases to Party B for office purpose Rooms 1101 and 1102 (area 3,111.88m Article 3 Lease term, rent and payment 1.] [Mobile Phone Built-in Wireless Value-added Business Cooperation Agreement Party A: Hangzhou Fanyi Technologies Co., Ltd. Registered address: Room 625 West Area, Building A, Zhejiang University Science Park, No.525 Xixi Road, West Lake District, Hangzhou, Zhejiang Province Mailing address: 10/F, Building B, United Mansion, No. 2, Zijinhua Road, Hangzhou, Zhejiang Province Party B: Beijing Lei Ting Wan Jun Network Technologies Co.,] [Cooperation Agreement THIS COOPERATION AGREEMENT (this “Agreement”) is made and entered into by the parties below as of November 16, 2009 in the People’s Republic of China (“PRC”): Party A: Hangzhou Fanyi Technologies Co., Ltd. Registered address: Room 625 West Area, Building A, Zhejiang University Science Park, No.525 Xixi Road, Xihu District Mailing address: Room 708, Block C, Zhejiang University] [Cooperation Agreement Between Party A: Hangzhou Fanyi Technologies Co., Ltd. And Party B: Chongqing Renneng Software Co., Ltd. November 20, 2009 1 Party A: Hangzhou Fanyi Technologies Co., Ltd. THIS COOPERATION AGREEMENT (this “Agreement”) is made and entered into by the parties below as of November 20, 2009 in the People’s Republic of China (“PRC”): Mailing address: Room 703, Block] [Wholly-Owned Subsidiaries 1. Sky Network International Limited, a British Virgin Islands company 2. Profit Star Software (HK) Limited, a Hong Kong company 3. Pusida (Beijing) Technologies Co., Ltd., a PRC company 4. Hangzhou Dianneng Technologies Co., Ltd., a PRC company 5. Hangzhou Mijia Technologies Co., Ltd., a PRC company 6. Hangzhou Sky Network Technologies Co., Ltd., a PRC company 7.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shanghai, China EX-23.1 46 h04425exv23w1.htm EX-23.1] [Analysys International th 27 To: Sky-mobi Limited Dear Mr. Yeung: Analysys International Benjamin Yang EX-23.5 47 h04425exv23w5.htm EX-23.5] [November 19, 2010 Sky-mobi Limited Ladies and Gentlemen: Sincerely yours, Wei Zhou EX-23.6 48 h04425exv23w6.htm EX-23.6] [JINCHENG TONGDA & NEAL LAW FIRM Sky-mobi Limited Re: Sky-mobi Limited Public Offering November 19, 2010 Dear Sirs, PRC We are lawyers duly licensed in the People’s Republic of China (the “ Company Registration Statement ADSs Offering We are acting as PRC counsel to Sky-mobi Limited (the “ You have requested our opinion concerning the statements in connection with the]

By | 2016-04-02T23:43:19+00:00 November 19th, 2010|Categories: Chinese Stocks, MOBI, SEC Original|Tags: , , , , , |0 Comments
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MOBI [SKY-MOBI] F-1:

[] [THE COMPANIES LAW (CAP. 22) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SKY-MOBI LIMITED (Adopted by Special Resolution passed on November 18, 2010) 1. The name of the Company is: Sky-mobi Limited 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket] [THE COMPANIES LAW (CAP. 22) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SKY-MOBI LIMITED (Adopted by Special Resolution passed on November 19, 2010 and to be effective upon the completion of the initial public offering of American depositary shares of the Company on Nasdaq Global Market) 1. The name of the] [Sky-mobi Limited this is certify that is/are the registered shareholders of: NO OF SHARES TYPE OF SHARE per value common date of record certificate number paid the above shares are subject to the memorandum and articles of association of the company and transerabel in accordance therewith DIRECTOR DIRECTOR / SECRETARY EX-4.2 4 h04425exv4w2.htm EX-4.2] [Execution Copy Agreement Company Sequoia Capital Investor Founders Founder Founders Holdco WFOE Mijia Sky Domestic Companies Domestic Company Party Parties Each of the Company, the Investor, the Founders, the Founders Holdco, the WFOE and the Domestic Companies shall be referred to individually as a “ RECITALS A. Section 2.4(i)) Immediately prior to the Closing (as defined in B. Immediately prior] [AMENDMENT NO. 1 to and AMENDMENT NO. 2 to SHAREHOLDERS AGREEMENT AMENDMENT NO. 2 TO Amendment st Company Sequoia Capital Investors Founders Founder Founders Holdco WFOE Mijia Sky Domestic Companies Domestic Company Party Parties. Each of the Company, the Investors, the Founders, the Founders Holdco, the WFOE and the Domestic Companies shall be referred to individually as a “ RECITALS] [Execution Copy SHAREHOLDERS AGREEMENT Agreement Company Sequoia Capital Investor Founders Founder Founders Holdco WFOE Mijia Sky Domestic Companies Domestic Company THIS SHAREHOLDERS AGREEMENT (this “ Party Parties Each of the Company, the Investor, the Founders, the Founders Holdco, the WFOE and the Domestic Companies shall be referred to individually as a “ RECITALS A. Share Purchase Agreement B. It is] [AMENDMENT TO SHAREHOLDERS AGREEMENT “Amendment” “Company” “Sequoia Capital” “Investor” , , , “Founders” “Founder” “Founders Holdco” , “WFOE” “Mijia” “Sky” “Domestic Companies” “Domestic Company” , “Transferees” “Transferee” THIS AMENDMENT TO SHAREHOLDERS AGREEMENT (the WHEREAS A. “Instrument of Transfer” On September 5, 2008, Sequoia Capital and each of the Transferees entered into a Instrument of Transfer respectively (the B. “Shareholders Agreement”] [Execution Copy RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Agreement Company Sequoia Capital Investor Founders Founder Founders Holdco THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “ Party Parties Each of the Company, the Founders the Investor and the Founders Holdco shall be referred to individually as a “ RECITALS A. Share Purchase Agreement B. It is a condition] [Profit Star Limited Preferred Shares ACT PROFIT STAR LIMITED (Subject to Adjustment) THIS CERTIFIES THAT, “Sequoia Capital” “Company” SC Partners “SC Principals” “Holder” “Holders” Purchase Agreement THIS FURTHER CERTIFIES THAT, 1 Profit Star Limited Certain Definitions. 1. Affiliate “ Board “ Common Shares “ Company “ Control Controlling Controlled “ Encumbrances “ Exercise Date “ Exercise Period “ Exercise Price] [Execution Copy PROFIT STAR LIMITED SHARE VESTING AGREEMENT Agreement Company Founders Founder Founders Holdco This Share Vesting Agreement (the “ RECITALS Shares A. Founders Holdco is the holder of an aggregate of 750,000 Common Shares of the Company, par value US$0.01 per share (the “ Sequoia Capital Investor WFOE Mijia SKY Domestic Company Domestic Companies Share Purchase Agreement Company Group] [SHAREHOLDERS “Agreement” “Effective Date” “Company” “Shareholders” “Shareholder” “Party” “Parties” THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this RECITAL A. The Shareholders collectively own one hundred percent (100%) of the issued and outstanding shares of Xplane Limited. Xplane Limited owns beneficially and of record one hundred percent (100%) of the issued and outstanding shares of the Company. B. Share Purchase Agreement C. It] [CONFIDENTIAL INFORMATION AGREEMENT PROFIT STAR LIMITED “Agreement” , Effective Date “Company” , , “Shareholders” “Shareholder” “Party” “Parties” THIS CONFIDENTIAL INFORMATION AGREEMENT (this RECITAL A. The Shareholders collectively own one hundred percent (100%) of the issued and outstanding shares of Xplane Limited. Xplane Limited owns beneficially and of record one hundred percent (100%) of the issued and outstanding shares of the] [, 2010 Sky-mobi Limited DIRECT LINE: 852 2842 9531 10/F, Building B, United Mansion E-MAIL Anna.Chong@conyersdill.com No. 2, Zijinhua Road, Hangzhou OUR REF: AC/al/#345929(M#874617) Zhejiang 310013 YOUR REF: People’s Republic of China Dear Sirs, Sky-mobi Limited (the “Company”) Commission Registration Statement Securities Act Common Shares Minutes Certificate Date For the purposes of giving this opinion, we have examined a copy] [PROFIT STAR LIMITED 2010 SHARE INCENTIVE PLAN ARTICLE 1. PURPOSE Plan Company The purpose of the Profit Star Limited 2010 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 RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation. 2. The Board of Directors of the Company] [Employment Agreement Article I Basic Information of the Two Parties Employer (hereinafter referred to as “Party A”) Hangzhou Sky Network Technolgies Co., Ltd. A Domicile: Legal Representative: Tao Song Employee (hereinafter referred to as “Party B”) B Male ID C Correspondence Address: D Postcode: E Permanent Residence: Postcode: Article II Type and Term of the Agreement Party A and Party] [Form of Employment Agreement Party A: Hangzhou Sky Network Technologies Co., Ltd. Legal representative: Song Tao Address: Room 703, Building C, Zhejiang University Science Park, No.525 Xixi Road, West Lake District, Hangzhou, Zhejiang Province Tel.: 0571-87770978 Party B: A Gender: male B Date of birth: ID card number: C Home address: D Postal code: E Tel.: F Place of permanent] [Exclusive Business Cooperation Agreement THIS EXCLUSIVE BUSINESS COOPERATION AGREEMENT (“this Agreement”) is made and entered into by the following parties in Hangzhou, the People’s Republic of China (“PRC”) on December 24, 2009: Party A: Hangzhou Dianneng Technologies Co., Ltd. Address: Room 703, Building C, Zhejiang University Science Park, No.525 Xixi Road, Party B: Hangzhou Fanyi Technologies Co., Ltd. Address: Room] [Exclusive Purchase Option Agreement THIS EXCLUSIVE PURCHASE OPTION AGREEMENT (“this Agreement”) is made and entered into by the following parties in Beijing, the People’s Republic of China (“PRC”) on February 1, 2010: Party A: Hangzhou Dianneng Technologies Co., Ltd. Address: Room 703, Building C, Zhejiang University Science Park, No.525 Xixi Road, Party B: Song Tao, ID card number: Yang Tao,] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Hangzhou, the People’s Republic of China (“PRC”) on February 1, 2010: Party A: Hangzhou Dianneng Technologies Co., Ltd. “Pledgee”) Address: Room 703, Building C, Zhejiang University Science Park, No.525 Xixi Road, Party B: Song Tao (1) Yang Tao (2) “Pledgor” (collectively] [Form of Power of Attorney A B I ( Authorizing WFOE as my sole and exclusive proxy to exercise the following rights on my behalf in the matters regarding my equity, including, but not limited to 1) attend the shareholders’ meeting of Hangzhou Fanyi Technologies Co., Ltd.; 2) exercise all the shareholder rights and voting power granted to me under] [Form of Loan Agreement THIS BORROWING AGREEMENT (“THIS AGREEMENT”) is made and entered into by the parties below in Hangzhou, PRC on December 24, 2009: (1) Hangzhou Dianneng Technologies Co., Ltd. (2) A The Lender and the Borrower are hereinafter individually referred to as a “Party” and collectively as the “Parties”. WHEREAS, 1. B The Borrower holds the 2. The] [Form of Loan Agreement THIS BORROWING AGREEMENT (“THIS AGREEMENT”) is made and entered into by the parties below in Hangzhou, PRC on February 1, 2010: (1) Hangzhou Dianneng Technologies Co., Ltd. (2) A The Lender and the Borrower are hereinafter individually referred to as a “Party” and collectively as the “Parties”. WHEREAS, 1. B The Borrower holds the 2. The] [Confirmation Letter regarding the Repayment Method under Loan Agreement This Confirmation Letter regarding the Repayment Method under Loan Agreements (“the Confirmation Letter”) is executed as of February 1, 2010 between the following two parties: Lender: Hangzhou Dianneng Technologies Co., Ltd. (“the Lender”) Address: Room 703, Building C, Technology Park of Zhejiang University, 525 Xihu Road, Xihu District, Hangzhou. Borrower: Tao] [RESTRUCTURING FRAMEWORK AGREEMENT THIS RESTRUCTURING FRAMEWORK AGREEMENT (“this Agreement”) is made and entered into in Hangzhou, PRC as of July 1, 2010 by and among: Sky Network: Hangzhou Sky Network Technologies Co., Ltd. Address: 2F, No.65, Area 2, Lianzhuang Community, Puyan Sub-district, Binjiang District, Hangzhou Postal code: 310013 Tel.: 0571 87770978 Fax: 0571 87758616 Beijing Pusida: Pusida (Beijing) Technologies Co.,] [TECHNICAL SUPPORT SERVICE AGREEMENT between Hangzhou Sky Network Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd. 1 Technical Support Service Agreement THIS TECHNICAL SUPPORT AGREEMENT (“this Agreement”) is entered into on July 1, 2010 in Hangzhou China, by and between Hangzhou Sky Network Technologies Co., Ltd. (“Party A”), a company organized and existing under the laws of the People’s] [STRATEGIC CONSULTING SERVICE AGREEMENT between Hangzhou Sky Network Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd. 1 Strategic Consulting Service Agreement THIS STRATEGIC CONSULTING SERVICE AGREEMENT (“this Agreement”) is entered into in Hangzhou, People’s Republic of China (“PRC”) on July 1, 2010 by and between: Party A (“Entrusting Party”): Hangzhou Sky Network Technologies Co., Ltd. Address: 2F, No.65, Area] [INTELLECTUAL PROPERTY LICENSE AGREEMENT July 1, 2010: THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Hangzhou as of Licensor: Hangzhou Dianneng Technologies Co., Ltd. Address: Room 105, 3# Building, No.1197 Bin An Road, Hangzhou Licensee: Hangzhou Sky Network Technologies Co., Ltd. Address: 2F, No.65, Area 2, Lianzhuang Community, Puyan Sub-district, Binjiang] [PURCHASE OPTION AND COOPERATION AGREEMENT July, 2010 1 Purchase Option and Cooperation Agreement This Purchase Option and Cooperation Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on July 1, 2010 by and among: Sky Network: Hangzhou Sky Network Technologies Co., Ltd. Hangzhou Dianneng: Hangzhou Dianneng Technologies Co., Ltd. Mijia Technologies: Hangzhou Mijia Technologies Co.,] [Form of Power of Attorney A B C D Principal: Agent: Hangzhou Dianneng Technologies Co., Ltd. E Authorize Hangzhou Dianneng or a qualified Chinese citizen designated by it (hereinafter referred to as the “Agent”) to act as the exclusive and sole agent of Principal in respect of the following matters: Exercise all the voting power and other rights of Principal] [Equity Pledge Agreement This Equity Pledge Agreement (this “Agreement”) is executed by and among the following parties on July 1, 2010 in Hangzhou, China. Mijia Technologies: Hangzhou Mijia Technologies Co., Ltd. Qinyi Zhu Unless specified otherwise herein, Mijia Technologies and Qinyi Zhu shall hereinafter be referred to collectively as the “Pledgors”. Pledgee: Hangzhou Dianneng Technologies Co., Ltd. Sky Network: Hangzhou] [FRAMEWORK AGREEMENT ON RESTRUCTURING THIS FRAMEWORK AGREEMENT ON RESTRUCTURING (“this Agreement”) is made and entered into in Hangzhou, PRC as of July 1, 2010 by and among: Mijia Technologies: Hangzhou Mijia Technologies Co., Ltd. Postal code: 310013 Beijing Pusida: Pusida (Beijing) Technologies Co., Ltd. Hangzhou Dianneng: Hangzhou Dianneng Technologies Co., Ltd. Tao Song Li Ou Yan Tang Zhiyi Xia Zi] [TECHNICAL SUPPORT SERVICE AGREEMENT between Hangzhou Mijia Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd. 1 Technical Support Service Agreement THIS TECHNICAL SUPPORT SERVICE AGREEMENT (“this Agreement”) is entered into on July 1, 2010 in Hangzhou China, by and between Hangzhou Mijia Technologies Co., Ltd. (“Party A”), a company organized and existing under the laws of the People’s Republic] [STRATEGIC CONSULTING SERVICE AGREEMENT between Hangzhou Mijia Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd. 1 Strategic Consulting Service Agreement THIS STRATEGIC CONSULTING SERVICE AGREEMENT (“this Agreement”) is entered into in Hangzhou, People’s Republic of China (“PRC”) on July 1, 2010 by and between: Party A (“Entrusting Party”): Hangzhou Mijia Technologies Co., Ltd. ; and Party B (“Entrusted Party”):] [INTELLECTUAL PROPERTY LICENSE AGREEMENT July 1, 2010: THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Hangzhou as of Licensor: Hangzhou Dianneng Technologies Co., Ltd. Address: Room 105, 3# Building, No.1197 Bin’an Road, Hangzhou Licensee: Hangzhou Mijia Technologies Co., Ltd. Address: Room 610, 2# Building, No.1197 Bin’an Road, Binjiang District, Hangzhou The] [PURCHASE OPTION AND COOPERATION AGREEMENT July, 2010 1 Purchase Option and Cooperation Agreement This Purchase option and Cooperation Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on July 1, 2010 by and among: MIJIA TECH: Hangzhou Mijia Technologies Co., Ltd. Hangzhou Dianneng: Hangzhou Dianneng Technologies Co., Ltd. Mr. Michael Tao Song Mr. Li Ou] [Form of Power of Attorney A B Principal: Agent: Hangzhou Dianneng Technologies Co., Ltd. C I, Authorize Hangzhou Dianneng or a qualified Chinese citizen designated by it (hereinafter referred to as the “Agent”) to act as the exclusive and sole agent of Principal in respect of the following matters: Exercise all the voting power and other rights of Principal as] [Equity Pledge Agreement This Equity Pledge Agreement (this “Agreement”) is executed by and among the following parties on July 1, 2010 in Hangzhou, China. PLEDGOR (the following eleven individuals shall hereinafter be referred to collectively as the “Pledgors”) PLEDGOR A: Mr. Michael Tao Song PLEDGOR B: Mr. Li Ou PLEDGOR C: Mr. Yan Tang PLEDGOR D: Mr. Zhiyi Xia PLEDGOR] [Lease Contract Lessor (Party A) Yunian Huang ID Card No.: Qiulong Zhu ID Card No.: Lessee (Party B) Hangzhou Sky Network Technologies Co., Ltd. Article 1 Article 2 Leased premises and purpose of lease 1. 2 Party A hereby leases to Party B for office purpose Rooms 1001 and 1002 (total construction area 3,111.88m Article 3 Lease term, rent and] [Lease Contract Lessor (Party A) Xiaoming Wu ID Card No.: Yuhong Wang ID Card No.: Lessee (Party B) Hangzhou Sky Network Technologies Co., Ltd. Article 1 Article 2 Leased premises and purpose of lease 1. 2 Party A hereby leases to Party B for office purpose Rooms 1101 and 1102 (area 3,111.88m Article 3 Lease term, rent and payment 1.] [Mobile Phone Built-in Wireless Value-added Business Cooperation Agreement Party A: Hangzhou Fanyi Technologies Co., Ltd. Registered address: Room 625 West Area, Building A, Zhejiang University Science Park, No.525 Xixi Road, West Lake District, Hangzhou, Zhejiang Province Mailing address: 10/F, Building B, United Mansion, No. 2, Zijinhua Road, Hangzhou, Zhejiang Province Party B: Beijing Lei Ting Wan Jun Network Technologies Co.,] [Cooperation Agreement THIS COOPERATION AGREEMENT (this “Agreement”) is made and entered into by the parties below as of November 16, 2009 in the People’s Republic of China (“PRC”): Party A: Hangzhou Fanyi Technologies Co., Ltd. Registered address: Room 625 West Area, Building A, Zhejiang University Science Park, No.525 Xixi Road, Xihu District Mailing address: Room 708, Block C, Zhejiang University] [Cooperation Agreement Between Party A: Hangzhou Fanyi Technologies Co., Ltd. And Party B: Chongqing Renneng Software Co., Ltd. November 20, 2009 1 Party A: Hangzhou Fanyi Technologies Co., Ltd. THIS COOPERATION AGREEMENT (this “Agreement”) is made and entered into by the parties below as of November 20, 2009 in the People’s Republic of China (“PRC”): Mailing address: Room 703, Block] [Wholly-Owned Subsidiaries 1. Sky Network International Limited, a British Virgin Islands company 2. Profit Star Software (HK) Limited, a Hong Kong company 3. Pusida (Beijing) Technologies Co., Ltd., a PRC company 4. Hangzhou Dianneng Technologies Co., Ltd., a PRC company 5. Hangzhou Mijia Technologies Co., Ltd., a PRC company 6. Hangzhou Sky Network Technologies Co., Ltd., a PRC company 7.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shanghai, China EX-23.1 46 h04425exv23w1.htm EX-23.1] [Analysys International th 27 To: Sky-mobi Limited Dear Mr. Yeung: Analysys International Benjamin Yang EX-23.5 47 h04425exv23w5.htm EX-23.5] [November 19, 2010 Sky-mobi Limited Ladies and Gentlemen: Sincerely yours, Wei Zhou EX-23.6 48 h04425exv23w6.htm EX-23.6] [JINCHENG TONGDA & NEAL LAW FIRM Sky-mobi Limited Re: Sky-mobi Limited Public Offering November 19, 2010 Dear Sirs, PRC We are lawyers duly licensed in the People’s Republic of China (the “ Company Registration Statement ADSs Offering We are acting as PRC counsel to Sky-mobi Limited (the “ You have requested our opinion concerning the statements in connection with the]

By | 2016-04-02T23:44:20+00:00 November 19th, 2010|Categories: Chinese Stocks, MOBI, Webplus ver|Tags: , , , , , |0 Comments
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SGOC [SGOCO] F-1: (Original Filing)

[FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SGOCO Group, Ltd. Cayman Islands 3663 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) SGOCO Technology Park, Luoshan Jinjiang City, Fujian, China 362200 +86 (595) 8200-5598 (Address, Including Zip Code, and Telephone Number, Corporation Service Company 2711 Centerville Road,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated January 22, 2010, relating to the balance sheets of Hambrecht Asia Acquisition Corp. as of June 30, 2009 and December 31, 2008 and 2007, and the related statements of operations and cash flows for the six months] [Consent of Independent Registered Public Accounting Firm To the Board of Directors SGOCO Group, Ltd. and subsidiaries We consent to the use of our report dated February 12, 2010, with respect to the consolidated balance sheets of SGOCO Group, Ltd. and Subsidiaries (the “Company”) as of December 31, 2009, 2008 and 2007, and the related consolidated statements of income and]

By | 2016-03-13T15:50:46+00:00 November 18th, 2010|Categories: Chinese Stocks, SEC Original, SGOC|Tags: , , , , , |0 Comments
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SGOC [SGOCO] F-1: FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT

[FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SGOCO Group, Ltd. Cayman Islands 3663 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) SGOCO Technology Park, Luoshan Jinjiang City, Fujian, China 362200 +86 (595) 8200-5598 (Address, Including Zip Code, and Telephone Number, Corporation Service Company 2711 Centerville Road,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated January 22, 2010, relating to the balance sheets of Hambrecht Asia Acquisition Corp. as of June 30, 2009 and December 31, 2008 and 2007, and the related statements of operations and cash flows for the six months] [Consent of Independent Registered Public Accounting Firm To the Board of Directors SGOCO Group, Ltd. and subsidiaries We consent to the use of our report dated February 12, 2010, with respect to the consolidated balance sheets of SGOCO Group, Ltd. and Subsidiaries (the “Company”) as of December 31, 2009, 2008 and 2007, and the related consolidated statements of income and]

By | 2016-03-13T15:51:49+00:00 November 18th, 2010|Categories: Chinese Stocks, SGOC, Webplus ver|Tags: , , , , , |0 Comments
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LAS [Lentuo International] F-1: (Original Filing)

[FORM F-1 REGISTRATION STATEMENT Lentuo International Inc. Not Applicable Cayman Islands 5500 Not Applicable A-18 Huagong Road, Guangqumenwai Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Alan Seem, Esq. Benedict Tai, Esq. Approximate date of commencement of proposed sale to the public: o o o o] [THE COMPANIES LAW (2007 REVISION) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF LENTUO INTERNATIONAL INC 1. The name of the Company is LENTUO INTERNATIONAL INC. 2. The Registered Office shall be at the offices of Portcullis TrustNet (Cayman) Ltd., Marquee Place, Suite 300, 430 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands, British West Indies. 3.] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LENTUO INTERNATIONAL INC. (adopted by a Special Resolution passed on 29 October 2010 and effective conditional and immediately upon the completion of the initial public offering of the Company’s American Depository Shares THE COMPANIES LAW (2010 REVISION) OF] [LENTUO INTERNATIONAL INC. Number Share(s) - - Incorporated under the laws of the Cayman Islands Share capital is US$50,000 50,000 Shares US$1.00 divided into [name of shareholder] THIS IS TO CERTIFY THAT [no. of share] Share(s) in the above-named Company subject to the Memorandum and Articles of Association thereof. GIVEN UNDER the common seal of the said Company on 2010.] [SUBSCRIPTION AGREEMENT FEBRUARY 2010 NEWMAN INVESTMENTS LIMITED LENTUO INTERNATIONAL INC. LENTUO HK LIMITED BEIJING AN HUI WAN XING TECHNOLOGY CO., LTD. BEIJING LENTUO ELECTRON MECHANICAL GROUP CO., LTD. MODERN CYBER INTERNATIONAL LIMITED GUO HETONG CONTENTS Clause] [SHAREHOLDERS AGREEMENT FEBRUARY 2010 MODERN CYBER INTERNATIONAL LIMITED GAEATEC INTERNATIONAL LIMITED VIOLET GOLD INTERNATIONAL LIMITED HOVEREX INTERNATIONAL LIMITED RICH SONIC INTERNATIONAL LIMITED ROLL WHEEL INTERNATIONAL LIMITED and NEWMAN INVESTMENTS LIMITED and LENTUO INTERNATIONAL INC. CONTENTS Clause Page 1. Certain Definitions 1 2. Business 4 3. Election of Directors; Management 5] [Our ref RDS\658851\4091489v2 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Lentuo International Inc. A-18 Huagong Road, Guangqumenwai Chaoyang District, Beijing 100022 People’s Republic of China 18 November 2010 Dear Sirs Lentuo International Inc. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Lentuo International Inc. (the “ 1 Documents Reviewed For the purposes of this] [October 29, 2010 Lentuo International Inc. Ladies and Gentlemen: For purposes of the opinion set forth below, we have, with the consent of the Company, relied upon the accuracy of the Registration Statement and the Prospectus. Very truly yours , 2 EX-8.1 8 a2199522zex-8_1.htm EX-8.1] [Confirmation Letter for PRC Legal Matters November 18, 2010 Lentuo International Inc. A-18 Huagong Road, Guangqunmenwai, Chaoyang District, Beijing 100124, People’s Republic of China. Re: Lentuo International Inc. PRC Company Offering ADSs NASDAQ We have acted as the People’s Republic of China (the “ Registration Statemen Prospectus We have realized our name was referred to in the registration statement (“] [LENTUO INTERNATIONAL INC. 1. Purposes of the Plan . The purposes of this Plan are: · to attract and retain the best available personnel for positions of substantial responsibility; · to provide additional incentive to Employees, Directors and Consultants; and · to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock] [INDEMNIFICATION AGREEMENT RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation. 2. The Board of Directors of the Company] [Form of Key Employee Agreement Address: Dear Mr./Ms. [ · ]: On behalf of Lentuo International Inc., a limited liability company organized under the laws of the Cayman Islands (the “Company”), I am pleased to offer you the following appointment upon and subject to the following terms and conditions: 1. Position and Duties Your position will be [ · ].] [Letter of Authorization for Automobile Dealer Subject to applicable regulations of relevant PRC governmental authorities and the marketing network requirements of the FAW Group Corporation, we hereby authorize to be a dealer for the automobiles of our company within Beijing, PRC. FAW-Volkswagen Sales Co., Ltd. 1. Authorizer: 2. Description of the auto brands covered under this letter: No. Authorized Brands] [FAW-Volkswagen Audi Dealership Agreement Table of Contents RECITALS 3 CHAPTER I BASES FOR AGREEMENT 3 ARTICLE 1 DEFINITIONS 3 ARTICLE 2 AGREEMENT 3 CHAPTER II 4] [FAW-Mazda Motor Sales Co., Ltd. Dealership Contract Preamble This contract (this “Contract”) is entered into for the purpose of establishing an authorized automobile dealer integrated with the functions of Product sale, supply of services and spare parts for the Products as well as information feedback in respect of the Products. Article 1 Parties to the Contract insert date insert place] [Contract Reference No.: Membership Code: Dealership Agreement by and between Shanghai-Volkswagen Sales Co., Ltd. And [Dealer] Recitals Parties to this Franchised Dealership Contract: (the “Parties”) Shanghai-Volkswagen Sales Co., Ltd. (the “Supplier”); and [Dealer] (the “Dealer”). Whereas, [Intentionally omitted] NOW, THEREFORE, the Parties hereby reach agreement as follows: Part I Bases for the Contract Article 1 Definitions The following terms shall] [Part I FAW-TOYOTA Motor Sales Co., Ltd. Dealership Contract Dated: Table of Contents CHAPTER 1 DEFINITIONS 3 CHAPTER 2 RECOGNITION 4 CHAPTER 3 CONDITIONS FOR RECOGNITION 5 CHAPTER 4 INDIVIDUAL PURCHASE AND SALES 10] [Chang An Ford Mazda Automobile Co., Ltd. Dealership Contract Preamble This contract (this “Contract”) is entered into for the purpose of establishing an authorized automobile dealer integrated with the functions of Product sale, supply of services and spare parts for the Products as well as information feedback in respect of the Products. Article 1 Parties to the Contract insert date] [EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT THIS EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT ( the “ Agreement ”) is made and entered into as of January 28, 2010, by and between the following parties: Party A: BEIJING ANHUI WANXING SCIENCE & TECHNOLOGY CO., LTD. Registered Address: Room 302, 38 Guangqudong Road, Chaoyang District, Beijing, P.R.C. Party B: BEIJING TUOZHAN INDUSTRIAL] [E XCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT THIS EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT ( A the “ greement ”) is entered into by and between the following parties on January 28, 2010. Party A: LENTUO HK LIMITED , a limited liability company duly established and valid existing under the HK SAR laws. Registered Address: Room 42, 4 th Floor, New Henry] [Power of Attorney PRC TUOZHAN LENTUO HK LENTUO HK is entitled to execute the Transfer Agreement mentioned in the Exclusive Equity Interest Purchase Agreement (Where our company shall be a party) within its authority and duly perform the Equity Interest Pledge Agreement and the Exclusive Equity Interest Purchase Agreement that are entered into simultaneously with this Power of Attorney by] [EQUITY INTEREST PLEDGE AGREEMENT THIS EQUITY INTEREST PLEDGE AGREEMENT (“ Agreement”) is entered into by and between the following parties on January 28, 2010. Pledgee: BEIJING ANHUI WANXING SCIENCE & TECHNOLOGY CO., LTD. (“Party A”) Registered Address: Room 302, 38 Guangqudong Road, Chaoyang District, Beijing, P.R.C. Pledgor: BEIJING LENTUO ELECTROMECHANICAL GROUP CO., LTD. (“Party B”) Registered Address: 38 Guangqudong Road,] [Registered Trademark License Agreement Licensor: Hetong Guo (Party A) Licensee: Beijing Anhui Wanxing Science & Technology Co., Ltd. (Party B) In accordance with the relevant provisions of the Trademark Law of the People’s Republic of China (“PRC”) and the Implementing Rules of the Trademark Law of the PRC, Party A and Party B, after mutual friendly negotiation, agree to the] [Supplemental Agreement to the Registered Trademark License Agreement Party A: Hetong Guo Party B: Licensee: Beijing Anhui Wanxing Science & Technology Co., Ltd. (Party B) Whereas, 1. Party A and Party B entered into a Registered Trademark License Agreement in respect of the license of the registered trademark “Lentuo” numbered 3316554 on July 1, 2010 at the conference room of] [Registered Trademark Sub-license Agreement Sub-licensor: Beijing Anhui Wanxing Science & Technology Co., Ltd. (Party A) Sub-licensee: Beijing Tuozhan Industrial & Trading Development Co., Ltd. (Party B) In accordance with the relevant provisions of the Trademark Law of the People’s Republic of China (“PRC”) and the Implementing Rules of the Trademark Law of the PRC, Party A and Party B, after] [Land Sublease Contract Lessor: Beijing Ruitong Yulong Investment Co., Ltd. (“Party A”) Address: 88 Guanyintang Village (Jinsong East Extension Road) Wansiying, Chaoyang District, Beijing Lessee: Beijing Tuozhan Industrial & Trading Development Co., Ltd. (“Party B”) Address: No.292, Zhangjiaxiang, Shibalidian County , Chaoyang District, Beijing Article 1 Subleased Land The land (the “Land”) proposed to be subleased to Party B with] [Qingnianlu Auto Mall Franchised Auto Store Land Lease Contract Date of Execution: May 28, 2003 Place of Execution: Beijing Dongfang Jiye Auto Mall Lessor: Beijing Dongfang Jixy Investment Co., Ltd. (“Party A”) Registered Address: 210 Yaojiayuan Road, Chaoyang District, Beijing, 100025 Legal Representative: Wang Xiaojing Telephone: 85759292 Lessee: Lentuo Aotong Automobile Trading Co., Ltd. (“Party B”) Registered Address: 210 Yaojiayuan] [List of Subsidiaries Wholly-Owned Subsidiaries Lentuo HK Limited Beijing Anhui Wanxing Science & Technology Co., Ltd. Beijing Jiashi Shengtong Investment Consulting Co., Ltd. Consolidated Affiliated Entity Beijing Tuozhan Industrial & Trading Development Co., Ltd. Beijing Aotong Automobile Trading Co., Ltd. Beijing Lentuo Chengxin Commercial & Trading Co., Ltd. Beijing Yuantongqiao Toyota Automobile Trading Co., Ltd. Beijing Tuojiacheng Commercial & Trading] [Consent of Independent Registered Public Accounting Firm We consent to the references to our firm under the captions “Experts”, “Summary Consolidated Financial and Operating Data” and “Selected Consolidated Financial and Operating Data”, and to the use of our report dated July 29, 2010, except for Note 26(d), as to which the date is October 29, 2010, in the Registration Statement] [LENTUO INTERNATIONAL INC. CODE OF BUSINESS CONDUCT AND ETHICS I. INTRODUCTION This Code of Business Conduct and Ethics helps ensure compliance with legal requirements and our standards of business conduct. All Company employees are expected to read and understand this Code of Business Conduct and Ethics, uphold these standards in day-to-day activities, comply with all applicable policies and procedures, and]

By | 2016-03-29T18:33:29+00:00 November 18th, 2010|Categories: Chinese Stocks, LAS, SEC Original|Tags: , , , , , |0 Comments
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LAS [Lentuo International] F-1: FORM F-1 REGISTRATION STATEMENT Lentuo International Inc. Not

[FORM F-1 REGISTRATION STATEMENT Lentuo International Inc. Not Applicable Cayman Islands 5500 Not Applicable A-18 Huagong Road, Guangqumenwai Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Alan Seem, Esq. Benedict Tai, Esq. Approximate date of commencement of proposed sale to the public: o o o o] [THE COMPANIES LAW (2007 REVISION) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF LENTUO INTERNATIONAL INC 1. The name of the Company is LENTUO INTERNATIONAL INC. 2. The Registered Office shall be at the offices of Portcullis TrustNet (Cayman) Ltd., Marquee Place, Suite 300, 430 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands, British West Indies. 3.] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LENTUO INTERNATIONAL INC. (adopted by a Special Resolution passed on 29 October 2010 and effective conditional and immediately upon the completion of the initial public offering of the Company’s American Depository Shares THE COMPANIES LAW (2010 REVISION) OF] [LENTUO INTERNATIONAL INC. Number Share(s) - - Incorporated under the laws of the Cayman Islands Share capital is US$50,000 50,000 Shares US$1.00 divided into [name of shareholder] THIS IS TO CERTIFY THAT [no. of share] Share(s) in the above-named Company subject to the Memorandum and Articles of Association thereof. GIVEN UNDER the common seal of the said Company on 2010.] [SUBSCRIPTION AGREEMENT FEBRUARY 2010 NEWMAN INVESTMENTS LIMITED LENTUO INTERNATIONAL INC. LENTUO HK LIMITED BEIJING AN HUI WAN XING TECHNOLOGY CO., LTD. BEIJING LENTUO ELECTRON MECHANICAL GROUP CO., LTD. MODERN CYBER INTERNATIONAL LIMITED GUO HETONG CONTENTS Clause] [SHAREHOLDERS AGREEMENT FEBRUARY 2010 MODERN CYBER INTERNATIONAL LIMITED GAEATEC INTERNATIONAL LIMITED VIOLET GOLD INTERNATIONAL LIMITED HOVEREX INTERNATIONAL LIMITED RICH SONIC INTERNATIONAL LIMITED ROLL WHEEL INTERNATIONAL LIMITED and NEWMAN INVESTMENTS LIMITED and LENTUO INTERNATIONAL INC. CONTENTS Clause Page 1. Certain Definitions 1 2. Business 4 3. Election of Directors; Management 5] [Our ref RDS\658851\4091489v2 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Lentuo International Inc. A-18 Huagong Road, Guangqumenwai Chaoyang District, Beijing 100022 People’s Republic of China 18 November 2010 Dear Sirs Lentuo International Inc. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Lentuo International Inc. (the “ 1 Documents Reviewed For the purposes of this] [October 29, 2010 Lentuo International Inc. Ladies and Gentlemen: For purposes of the opinion set forth below, we have, with the consent of the Company, relied upon the accuracy of the Registration Statement and the Prospectus. Very truly yours , 2 EX-8.1 8 a2199522zex-8_1.htm EX-8.1] [Confirmation Letter for PRC Legal Matters November 18, 2010 Lentuo International Inc. A-18 Huagong Road, Guangqunmenwai, Chaoyang District, Beijing 100124, People’s Republic of China. Re: Lentuo International Inc. PRC Company Offering ADSs NASDAQ We have acted as the People’s Republic of China (the “ Registration Statemen Prospectus We have realized our name was referred to in the registration statement (“] [LENTUO INTERNATIONAL INC. 1. Purposes of the Plan . The purposes of this Plan are: · to attract and retain the best available personnel for positions of substantial responsibility; · to provide additional incentive to Employees, Directors and Consultants; and · to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock] [INDEMNIFICATION AGREEMENT RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation. 2. The Board of Directors of the Company] [Form of Key Employee Agreement Address: Dear Mr./Ms. [ · ]: On behalf of Lentuo International Inc., a limited liability company organized under the laws of the Cayman Islands (the “Company”), I am pleased to offer you the following appointment upon and subject to the following terms and conditions: 1. Position and Duties Your position will be [ · ].] [Letter of Authorization for Automobile Dealer Subject to applicable regulations of relevant PRC governmental authorities and the marketing network requirements of the FAW Group Corporation, we hereby authorize to be a dealer for the automobiles of our company within Beijing, PRC. FAW-Volkswagen Sales Co., Ltd. 1. Authorizer: 2. Description of the auto brands covered under this letter: No. Authorized Brands] [FAW-Volkswagen Audi Dealership Agreement Table of Contents RECITALS 3 CHAPTER I BASES FOR AGREEMENT 3 ARTICLE 1 DEFINITIONS 3 ARTICLE 2 AGREEMENT 3 CHAPTER II 4] [FAW-Mazda Motor Sales Co., Ltd. Dealership Contract Preamble This contract (this “Contract”) is entered into for the purpose of establishing an authorized automobile dealer integrated with the functions of Product sale, supply of services and spare parts for the Products as well as information feedback in respect of the Products. Article 1 Parties to the Contract insert date insert place] [Contract Reference No.: Membership Code: Dealership Agreement by and between Shanghai-Volkswagen Sales Co., Ltd. And [Dealer] Recitals Parties to this Franchised Dealership Contract: (the “Parties”) Shanghai-Volkswagen Sales Co., Ltd. (the “Supplier”); and [Dealer] (the “Dealer”). Whereas, [Intentionally omitted] NOW, THEREFORE, the Parties hereby reach agreement as follows: Part I Bases for the Contract Article 1 Definitions The following terms shall] [Part I FAW-TOYOTA Motor Sales Co., Ltd. Dealership Contract Dated: Table of Contents CHAPTER 1 DEFINITIONS 3 CHAPTER 2 RECOGNITION 4 CHAPTER 3 CONDITIONS FOR RECOGNITION 5 CHAPTER 4 INDIVIDUAL PURCHASE AND SALES 10] [Chang An Ford Mazda Automobile Co., Ltd. Dealership Contract Preamble This contract (this “Contract”) is entered into for the purpose of establishing an authorized automobile dealer integrated with the functions of Product sale, supply of services and spare parts for the Products as well as information feedback in respect of the Products. Article 1 Parties to the Contract insert date] [EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT THIS EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT ( the “ Agreement ”) is made and entered into as of January 28, 2010, by and between the following parties: Party A: BEIJING ANHUI WANXING SCIENCE & TECHNOLOGY CO., LTD. Registered Address: Room 302, 38 Guangqudong Road, Chaoyang District, Beijing, P.R.C. Party B: BEIJING TUOZHAN INDUSTRIAL] [E XCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT THIS EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT ( A the “ greement ”) is entered into by and between the following parties on January 28, 2010. Party A: LENTUO HK LIMITED , a limited liability company duly established and valid existing under the HK SAR laws. Registered Address: Room 42, 4 th Floor, New Henry] [Power of Attorney PRC TUOZHAN LENTUO HK LENTUO HK is entitled to execute the Transfer Agreement mentioned in the Exclusive Equity Interest Purchase Agreement (Where our company shall be a party) within its authority and duly perform the Equity Interest Pledge Agreement and the Exclusive Equity Interest Purchase Agreement that are entered into simultaneously with this Power of Attorney by] [EQUITY INTEREST PLEDGE AGREEMENT THIS EQUITY INTEREST PLEDGE AGREEMENT (“ Agreement”) is entered into by and between the following parties on January 28, 2010. Pledgee: BEIJING ANHUI WANXING SCIENCE & TECHNOLOGY CO., LTD. (“Party A”) Registered Address: Room 302, 38 Guangqudong Road, Chaoyang District, Beijing, P.R.C. Pledgor: BEIJING LENTUO ELECTROMECHANICAL GROUP CO., LTD. (“Party B”) Registered Address: 38 Guangqudong Road,] [Registered Trademark License Agreement Licensor: Hetong Guo (Party A) Licensee: Beijing Anhui Wanxing Science & Technology Co., Ltd. (Party B) In accordance with the relevant provisions of the Trademark Law of the People’s Republic of China (“PRC”) and the Implementing Rules of the Trademark Law of the PRC, Party A and Party B, after mutual friendly negotiation, agree to the] [Supplemental Agreement to the Registered Trademark License Agreement Party A: Hetong Guo Party B: Licensee: Beijing Anhui Wanxing Science & Technology Co., Ltd. (Party B) Whereas, 1. Party A and Party B entered into a Registered Trademark License Agreement in respect of the license of the registered trademark “Lentuo” numbered 3316554 on July 1, 2010 at the conference room of] [Registered Trademark Sub-license Agreement Sub-licensor: Beijing Anhui Wanxing Science & Technology Co., Ltd. (Party A) Sub-licensee: Beijing Tuozhan Industrial & Trading Development Co., Ltd. (Party B) In accordance with the relevant provisions of the Trademark Law of the People’s Republic of China (“PRC”) and the Implementing Rules of the Trademark Law of the PRC, Party A and Party B, after] [Land Sublease Contract Lessor: Beijing Ruitong Yulong Investment Co., Ltd. (“Party A”) Address: 88 Guanyintang Village (Jinsong East Extension Road) Wansiying, Chaoyang District, Beijing Lessee: Beijing Tuozhan Industrial & Trading Development Co., Ltd. (“Party B”) Address: No.292, Zhangjiaxiang, Shibalidian County , Chaoyang District, Beijing Article 1 Subleased Land The land (the “Land”) proposed to be subleased to Party B with] [Qingnianlu Auto Mall Franchised Auto Store Land Lease Contract Date of Execution: May 28, 2003 Place of Execution: Beijing Dongfang Jiye Auto Mall Lessor: Beijing Dongfang Jixy Investment Co., Ltd. (“Party A”) Registered Address: 210 Yaojiayuan Road, Chaoyang District, Beijing, 100025 Legal Representative: Wang Xiaojing Telephone: 85759292 Lessee: Lentuo Aotong Automobile Trading Co., Ltd. (“Party B”) Registered Address: 210 Yaojiayuan] [List of Subsidiaries Wholly-Owned Subsidiaries Lentuo HK Limited Beijing Anhui Wanxing Science & Technology Co., Ltd. Beijing Jiashi Shengtong Investment Consulting Co., Ltd. Consolidated Affiliated Entity Beijing Tuozhan Industrial & Trading Development Co., Ltd. Beijing Aotong Automobile Trading Co., Ltd. Beijing Lentuo Chengxin Commercial & Trading Co., Ltd. Beijing Yuantongqiao Toyota Automobile Trading Co., Ltd. Beijing Tuojiacheng Commercial & Trading] [Consent of Independent Registered Public Accounting Firm We consent to the references to our firm under the captions “Experts”, “Summary Consolidated Financial and Operating Data” and “Selected Consolidated Financial and Operating Data”, and to the use of our report dated July 29, 2010, except for Note 26(d), as to which the date is October 29, 2010, in the Registration Statement] [LENTUO INTERNATIONAL INC. CODE OF BUSINESS CONDUCT AND ETHICS I. INTRODUCTION This Code of Business Conduct and Ethics helps ensure compliance with legal requirements and our standards of business conduct. All Company employees are expected to read and understand this Code of Business Conduct and Ethics, uphold these standards in day-to-day activities, comply with all applicable policies and procedures, and]

By | 2016-03-29T18:34:21+00:00 November 18th, 2010|Categories: Chinese Stocks, LAS, Webplus ver|Tags: , , , , , |0 Comments
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DANG [E-COMMERCE CHINA DANGDANG] F-1: (Original Filing)

[] [THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF E-COMMERCE CHINA DANGDANG INC. (adopted by Special Resolution on November 15, 2010) 1. E-Commerce China Dangdang Inc. The name of the Company is 2. The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited,] [THE COMPANIES LAW (2010 REVISION) SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF E-COMMERCE CHINA DANGDANG INC. Adopted by a Special Resolution 1. The name of the Company is E-Commerce China Dangdang Inc. 2. The registered office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, KY1-1104, Grand Cayman, Cayman Islands] [Name of Company: E-COMMERCE CHINA DANGDANG INC. - [no. of shares] — [name of shareholder] - [no. of shares] — US$100,000 548,955,840 Class A Common Shares US$0.0001 451,044,160 Class B Common Shares US$0.0001 [name of shareholder] [no. of shares] E-COMMERCE CHINA DANGDANG INC. TRANSFER I (the Transferor) for the value received DO HEREBY transfer to (the Transferee) the shares standing] [SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT E-Commerce China Co. Ltd. SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT June 27, 2006 SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT E-Commerce China Co. Ltd. SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Agreement Company Kewen Schedule A Founder Founders Investor Investors Shareholders THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (the “ RECITALS Purchase Agreement WHEREAS, the Company] [Our ref DLK\274965\4065347v7 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com E-Commerce China Dangdang Inc. 17 November 2010 Dear Sirs E-Commerce China Dangdang Inc. Company Registration Statement Commission ADSs New Shares Sale Shares We have acted as Cayman Islands legal advisers to E-Commerce China Dangdang Inc. (the “ 1 Documents Reviewed For the purposes of this opinion, we have reviewed only] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] November 17, 2010 E-Commerce China Dangdang Inc. Re: American Depositary Shares of E-Commerce China Dangdang Inc. (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the following: (a) the Registration Statement; and (b) such other documents,] [Commerce & Finance Law Offices E-Commerce China Dangdang Inc. RE: E-COMMERCE CHINA DANGDANG INC. Dear Sirs, PRC We are qualified lawyers of the People’s Republic of China (the “ Company Registration Statement SEC Securities Act ADSs Offered Securities We have acted as the PRC counsel for E-Commerce China Dangdang Inc. (the “ This opinion is rendered on the basis of] [E-COMMERCE CHINA CO. LTD. PREFACE This Plan is divided into two separate equity programs: (1) the option grant program set forth in Section 5 under which Eligible Persons (as defined in Section 3) may, at the discretion of the Administrator, be granted Options, and (2) the share award program set forth in Section 6 under which Eligible Persons may, at] [E-COMMERCE CHINA DANGDANG INC. 2010 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the E-Commerce China Dangdang Inc. 2010 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] [FORM 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] [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.] [AMENDED AND RESTATED LOAN AGREEMENT BY AND BETWEEN PEGGY YU YU GUOQING LI AND BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD. July 23, 2010 TABLE OF CONTENTS ARTICLE 1: DEFINITION 2 ARTICLE 2: ACKNOWLEDGEMENT OF THE CREDITOR’S RIGHTS AND LIABILITIES 3 ARTICLE 3: INTEREST FOR THE BORROWINGS 3 ARTICLE 4: REPAYMENT OF THE BORROWINGS 3 ARTICLE 5: TAXES 4 ARTICLE 6:] [AMENDED AND RESTATED EXCLUSIVE CALL OPTION BY AND BETWEEN BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD. AND PEGGY YU YU AND GUOQING LI July 23, 2010 TABLE OF CONTENTS ARTICLE 1: GRANT OF THE OPTION 2 ARTICLE 2: EXERCISE OF THE OPTION 2 ARTICLE 3: COMPLETION OF THE OPTION 3 ARTICLE 4: 4 ARTICLE 5: LIABILITY OF BREACH 8 ARTICLE 6:] [AMENDED AND RESTATED EXCLUSIVE TECHNICAL SUPPORT SERVICE AGREEMENT BY AND BETWEEN BEIJING DANGDANG KEWEN E-COMMERCE CO., LTD. AND BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD. July 23, 2010 TABLE OF CONTENTS ARTICLE 1: DEFINITION 2 ARTICLE 2: SERVICES 3 ARTICLE 3: SERVICE FEE 4 ARTICLE 4: WORK PRODUCT, INTELLECTUAL PROPERTY AND PROPRIETARY INFORMATION 5 ARTICLE 5: 5 ARTICLE 6: SPECIAL UNDERTAKINGS] [Power of Attorney PRC Dangdang Kewen Equity Interest WFOE WFOE is authorized to execute the form Share Transfer Agreement included in the Amended and Restated Exclusive Call Option Agreement (entered into between WFOE, Guoqing Li and myself as of the date hereof) on my behalf within the scope of authorization, to timely perform the Amended and Restated Exclusive Call Option] [AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT BY AND BETWEEN BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD. AND PEGGY YU YU AND GUOQING LI July 23, 2010 TABLE OF CONTENTS ARTICLE 1: DEFINITIONS 2 ARTICLE 2: PLEDGE 3 ARTICLE 3: THE EFFECTIVENESS AND TERM OF PLEDGE 4 ARTICLE 4: POSSESSION OF PLEDGE DOCUMENTS 4 ARTICLE 5: 4 ARTICLE 6: COVENANTS AND UNDERTAKINGS] [List of Subsidiaries of E-Commerce China Dangdang Inc. Jurisdiction of Relationship with the Name incorporation Beijing Dangdang Information Technology Co., Ltd. PRC Wholly-owned subsidiary Wuxi Dangdang Information Technology Co., Ltd. PRC Subsidiary 99% owned by Beijing Dangdang Information Technology Co., Ltd. and 1% owned by Peggy Yu Yu and Guoqing Li through Beijing Dangdang Kewen E-Commerce Co., Ltd. Beijing Dangdang] [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 November 17, 2010, in the Registration Statement (Form F-1) and related Prospectus of E-Commerce China Dangdang Inc. for the registration of its common shares. Beijing, People’s Republic of China November 17, 2010 EX-23.1] [Consent Of iResearch Consulting Group July 6, 2010 E-Commerce China Dangdang Inc. Ladies and Gentlemen: Registration Statement Company SEC SEC Filings iResearch Consulting Group hereby consents to references to its name in the registration statement on Form F-1 (together with any amendments thereto, the “ Report iResearch Consulting Group further consents to inclusion of information, data and statements from the] [E-COMMERCE CHINA DANGDANG INC. I. PURPOSE 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; • • • prompt internal reporting of violations of the Code; and • accountability for adherence to the Code. II. APPLICABILITY This Code] [Commerce & Finance Law Offices E-Commerce China Dangdang Inc. RE: E-COMMERCE CHINA DANGDANG INC. Dear Sirs, PRC We are qualified lawyers of the People’s Republic of China (the “ Company Registration Statement SEC Securities Act ADSs Offered Securities We have acted as the PRC counsel for E-Commerce China Dangdang Inc. (the “ For the purpose of this opinion, we have]

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DANG [E-COMMERCE CHINA DANGDANG] F-1:

[] [THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF E-COMMERCE CHINA DANGDANG INC. (adopted by Special Resolution on November 15, 2010) 1. E-Commerce China Dangdang Inc. The name of the Company is 2. The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited,] [THE COMPANIES LAW (2010 REVISION) SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF E-COMMERCE CHINA DANGDANG INC. Adopted by a Special Resolution 1. The name of the Company is E-Commerce China Dangdang Inc. 2. The registered office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, KY1-1104, Grand Cayman, Cayman Islands] [Name of Company: E-COMMERCE CHINA DANGDANG INC. - [no. of shares] — [name of shareholder] - [no. of shares] — US$100,000 548,955,840 Class A Common Shares US$0.0001 451,044,160 Class B Common Shares US$0.0001 [name of shareholder] [no. of shares] E-COMMERCE CHINA DANGDANG INC. TRANSFER I (the Transferor) for the value received DO HEREBY transfer to (the Transferee) the shares standing] [SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT E-Commerce China Co. Ltd. SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT June 27, 2006 SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT E-Commerce China Co. Ltd. SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Agreement Company Kewen Schedule A Founder Founders Investor Investors Shareholders THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (the “ RECITALS Purchase Agreement WHEREAS, the Company] [Our ref DLK\274965\4065347v7 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com E-Commerce China Dangdang Inc. 17 November 2010 Dear Sirs E-Commerce China Dangdang Inc. Company Registration Statement Commission ADSs New Shares Sale Shares We have acted as Cayman Islands legal advisers to E-Commerce China Dangdang Inc. (the “ 1 Documents Reviewed For the purposes of this opinion, we have reviewed only] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] November 17, 2010 E-Commerce China Dangdang Inc. Re: American Depositary Shares of E-Commerce China Dangdang Inc. (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the following: (a) the Registration Statement; and (b) such other documents,] [Commerce & Finance Law Offices E-Commerce China Dangdang Inc. RE: E-COMMERCE CHINA DANGDANG INC. Dear Sirs, PRC We are qualified lawyers of the People’s Republic of China (the “ Company Registration Statement SEC Securities Act ADSs Offered Securities We have acted as the PRC counsel for E-Commerce China Dangdang Inc. (the “ This opinion is rendered on the basis of] [E-COMMERCE CHINA CO. LTD. PREFACE This Plan is divided into two separate equity programs: (1) the option grant program set forth in Section 5 under which Eligible Persons (as defined in Section 3) may, at the discretion of the Administrator, be granted Options, and (2) the share award program set forth in Section 6 under which Eligible Persons may, at] [E-COMMERCE CHINA DANGDANG INC. 2010 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the E-Commerce China Dangdang Inc. 2010 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] [FORM 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] [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.] [AMENDED AND RESTATED LOAN AGREEMENT BY AND BETWEEN PEGGY YU YU GUOQING LI AND BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD. July 23, 2010 TABLE OF CONTENTS ARTICLE 1: DEFINITION 2 ARTICLE 2: ACKNOWLEDGEMENT OF THE CREDITOR’S RIGHTS AND LIABILITIES 3 ARTICLE 3: INTEREST FOR THE BORROWINGS 3 ARTICLE 4: REPAYMENT OF THE BORROWINGS 3 ARTICLE 5: TAXES 4 ARTICLE 6:] [AMENDED AND RESTATED EXCLUSIVE CALL OPTION BY AND BETWEEN BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD. AND PEGGY YU YU AND GUOQING LI July 23, 2010 TABLE OF CONTENTS ARTICLE 1: GRANT OF THE OPTION 2 ARTICLE 2: EXERCISE OF THE OPTION 2 ARTICLE 3: COMPLETION OF THE OPTION 3 ARTICLE 4: 4 ARTICLE 5: LIABILITY OF BREACH 8 ARTICLE 6:] [AMENDED AND RESTATED EXCLUSIVE TECHNICAL SUPPORT SERVICE AGREEMENT BY AND BETWEEN BEIJING DANGDANG KEWEN E-COMMERCE CO., LTD. AND BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD. July 23, 2010 TABLE OF CONTENTS ARTICLE 1: DEFINITION 2 ARTICLE 2: SERVICES 3 ARTICLE 3: SERVICE FEE 4 ARTICLE 4: WORK PRODUCT, INTELLECTUAL PROPERTY AND PROPRIETARY INFORMATION 5 ARTICLE 5: 5 ARTICLE 6: SPECIAL UNDERTAKINGS] [Power of Attorney PRC Dangdang Kewen Equity Interest WFOE WFOE is authorized to execute the form Share Transfer Agreement included in the Amended and Restated Exclusive Call Option Agreement (entered into between WFOE, Guoqing Li and myself as of the date hereof) on my behalf within the scope of authorization, to timely perform the Amended and Restated Exclusive Call Option] [AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT BY AND BETWEEN BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD. AND PEGGY YU YU AND GUOQING LI July 23, 2010 TABLE OF CONTENTS ARTICLE 1: DEFINITIONS 2 ARTICLE 2: PLEDGE 3 ARTICLE 3: THE EFFECTIVENESS AND TERM OF PLEDGE 4 ARTICLE 4: POSSESSION OF PLEDGE DOCUMENTS 4 ARTICLE 5: 4 ARTICLE 6: COVENANTS AND UNDERTAKINGS] [List of Subsidiaries of E-Commerce China Dangdang Inc. Jurisdiction of Relationship with the Name incorporation Beijing Dangdang Information Technology Co., Ltd. PRC Wholly-owned subsidiary Wuxi Dangdang Information Technology Co., Ltd. PRC Subsidiary 99% owned by Beijing Dangdang Information Technology Co., Ltd. and 1% owned by Peggy Yu Yu and Guoqing Li through Beijing Dangdang Kewen E-Commerce Co., Ltd. Beijing Dangdang] [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 November 17, 2010, in the Registration Statement (Form F-1) and related Prospectus of E-Commerce China Dangdang Inc. for the registration of its common shares. Beijing, People’s Republic of China November 17, 2010 EX-23.1] [Consent Of iResearch Consulting Group July 6, 2010 E-Commerce China Dangdang Inc. Ladies and Gentlemen: Registration Statement Company SEC SEC Filings iResearch Consulting Group hereby consents to references to its name in the registration statement on Form F-1 (together with any amendments thereto, the “ Report iResearch Consulting Group further consents to inclusion of information, data and statements from the] [E-COMMERCE CHINA DANGDANG INC. I. PURPOSE 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; • • • prompt internal reporting of violations of the Code; and • accountability for adherence to the Code. II. APPLICABILITY This Code] [Commerce & Finance Law Offices E-Commerce China Dangdang Inc. RE: E-COMMERCE CHINA DANGDANG INC. Dear Sirs, PRC We are qualified lawyers of the People’s Republic of China (the “ Company Registration Statement SEC Securities Act ADSs Offered Securities We have acted as the PRC counsel for E-Commerce China Dangdang Inc. (the “ For the purpose of this opinion, we have]

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