LEJU [Leju] F-1: FORM F-1 REGISTRATION STATEMENT Leju Holdings Limited Cayman

[FORM F-1 REGISTRATION STATEMENT Leju Holdings Limited Cayman Islands 7380 Not Applicable 15/F Floor, Shoudong International Plaza, No. 5 Building, Guangqu Home Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The] [MEMORANDUM AND ARTICLES OF ASSOCIATION OF Leju Holdings Limited Incorporated on 19 November 2013 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2013 Revision) MEMORANDUM OF ASSOCIATION OF Leju Holdings Limited 1. The name of the Company is Leju Holdings Limited 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Floor 4,] [THE COMPANIES LAW (2013 REVISION) AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF LEJU HOLDINGS LIMITED 樂居控股有限公司 (Adopted by a Special Resolution passed on March 10, 2014 and The name of the Company is Leju Holdings Limited 樂居控股有限公司 . The registered office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand] [Our ref LWP/618586-000008/6880440v2 Direct +852 2971 3096 E-mail lorraine.pao@maplesandcalder.com Leju Holdings Limited 15/F, Shoudong International Plaza No.5 Building, Guangqu Home Dongcheng District Beijing 100022 People’s Republic of China 12 March 2014 Dear Sirs Leju Holdings Limited We have acted as Cayman Islands legal advisers to Leju Holdings Limited Company Registration Statement ADSs Shares (the “ 1 Documents Reviewed For the] [LEJU HOLDINGS LIMITED 2013 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan The purpose of the Leju Holdings Limited 2013 Share Incentive Plan (the “ the Cayman Islands Company (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] [FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT Agreement Company Indemnitee (this “ WHEREAS , it is essential to the Company that it be able to retain and attract the most capable persons available as directors and officers; WHEREAS , increased corporate litigation has subjected directors and officers to litigation risks and expenses, and the limitations on the availability of directors] [EMPLOYMENT AGREEMENT Agreement” Company Executive This EMPLOYMENT AGREEMENT (the “ RECITALS WHEREAS, the Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below) and under the terms and conditions of the Agreement; WHEREAS, the Executive desires to be employed by the Company during the term of] [Xudong ZHU Zuyu DING Shanghai SINA Leju Information Technology Co., Ltd. AND Beijing Yisheng Leju Information Services Co., Ltd. Exclusive Call Option Agreement In Respect Of Beijing Yisheng Leju Information Services Co., Ltd. September 10, 2011 EXCLUSIVE CALL OPTION AGREEMENT EXCLUSIVE CALL OPTION AGREEMENT Agreement This 1. Xudong ZHU Identity Card No.: 2. Zuyu DING Identity Card No.: Company Shareholder] [LOAN AGREEMENT BETWEEN XUDONG ZHU ZUYU DING AND SHANGHAI SINA LEJU INFORMATION TECHNOLOGY CO., LTD. DATED SEPTEMBER 10, 2011 LOAN AGREEMENT LOAN AGREEMENT this Agreement This 1. XUDONG ZHU Identity Card Number: 2. ZUYU DING Identity Card Number: Borrowers (XUDONG ZHU and ZUYU DING are collectively referred to as the “ 3. SHANGHAI SINA LEJU INFORMATION TECHNOLOGY CO., LTD. Lender] [Xudong ZHU Zuyu DING Shanghai SINA Leju Information Technology Co., Ltd. AND Beijing Yisheng Leju Information Services Co., Ltd. Shareholder Voting Right Proxy Agreement In respect of Beijing Yisheng Leju Information Services Co., Ltd. September 10, 2011 Shareholder Voting Right Proxy Agreement Agreement This Shareholder Voting Right Proxy Agreement (this “ 1. Xudong ZHU ID Card No.: 2. Zuyu DING] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Xudong ZHU, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Yisheng Leju Information Services Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Zuyu DING, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Yisheng Leju Information Services Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to] [Xudong ZHU Zuyu DING Shanghai SINA Leju Information Technology Co., Ltd. AND Beijing Yisheng Leju Information Services Co., Ltd. Equity Pledge Agreement regarding Beijing Yisheng Leju Information Services Co., Ltd. September 10, 2011 EQUITY PLEDGE AGREEMENT EQUITY PLEDGE AGREEMENT Agreement This 1. Xudong ZHU Identity Card No.: 2. Zuyu DING Identity Card No: Pledgor Pledgors (Xudong ZHU and Zuyu DING] [EXCLUSIVE TECHNICAL SUPPPORT AGREEMENT This Agreement is entered into in Haidian District, Beijing as of May 8, 2008 by and between the following Parties: Shanghai SINA Leju Information Technology Co., Ltd. Party A: Address: Room 22, Floor 11, No. 838 Dongfang Road, Pudong New District, Shanghai Beijing Yisheng Leju Information Service Co., Ltd. Party B: Address: Room 802, Ideal Plaza,] [Zuyu DING Weijie MA Shanghai Yi Yue Information Technology Co., Ltd. AND Shanghai Yi Xin E-Commerce Co., Ltd. Exclusive Call Option Agreement In Respect Of Shanghai Yi Xin E-Commerce Co., Ltd. December 5, 2011 EXCLUSIVE CALL OPTION AGREEMENT EXCLUSIVE CALL OPTION AGREEMENT Agreement This 1. Zuyu DING Identity Card No.: 2. Weijie MA Identity Card No.: Company Shareholder Company Shareholders] [LOAN AGREEMENT BETWEEN Zuyu DING AND SHANGHAI YI YUE INFORMATION TECHNOLOGY CO., LTD. DATED SEPTEMBER 20, 2011 LOAN AGREEMENT LOAN AGREEMENT this Agreement This 1. ZUYU DING Identity Card Number: 2. WEIJIE MA Identity Card Number: Borrowers (ZUYU DING and WEIJIE MA are collectively referred to as the “ 3. SHANGHAI YI YUE INFORMATION TECHNOLOGY CO., LTD. Lender (the “] [Zuyu DING Weijie MA Shanghai Yi Yue Information Technology Co., Ltd. AND Shanghai Yi Xin E-Commerce Co., Ltd. Shareholder Voting Right Proxy Agreement In respect of Shanghai Yi Xin E-Commerce Co., Ltd. December 5, 2011 Shareholder Voting Right Proxy Agreement Agreement This Shareholder Voting Right Proxy Agreement (this “ 1. Zuyu DING ID Card No.: 2. Weijie MA ID Card] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Zuyu DING, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Shanghai Yi Xin E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Weijie MA, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Shanghai Yi Xin E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene] [Zuyu Ding Weijie MA Shanghai Yi Yue Information Technology Co., Ltd. AND Shanghai Yi Xin E-Commerce Co., Ltd. Equity Pledge Agreement Shanghai Yi Xin E-Commerce Co., Ltd. December 5, 2011 EQUITY PLEDGE AGREEMENT EQUITY PLEDGE AGREEMENT Agreement This 1. Zuyu DING Identity Card No.: 2. Weijie MA Identity Card No: Zuyu DING Weijie MA Pledgor Pledgors ( 3. Shanghai Yi] [EXCLUSIVE TECHNICAL SUPPORT AGREEMENT This Agreement is entered into in Haidian District, Beijing as of December 5, 2011 by and between the following Parties: Shanghai Yi Yue Information Technology Co., Ltd. Party A: Address: Room 404, Building 1, No. 84, Lane 453, Hutai Road, Shanghai Shanghai Yi Xin E-Commerce Co., Ltd. Party B: Address: Room 103, Building 1, No. 84,] [Zuyu DING Weijie MA Beijing Maiteng Fengshun Science and Technology Co., Ltd. AND Beijing Jiajujiu E-Commerce Co., Ltd. Exclusive Call Option Agreement In Respect Of Beijing Jiajujiu E-Commerce Co., Ltd. April 1, 2012 EXCLUSIVE CALL OPTION AGREEMENT EXCLUSIVE CALL OPTION AGREEMENT Agreement This 1. Zuyu DING Identity Card No.: 2. Weijie MA Identity Card No.: Company Shareholder Company Shareholders (Zuyu] [LOAN AGREEMENT BETWEEN Zuyu DING AND BEIJING MAITENG FENGSHUN SCIENCE AND TECHNOLOGY CO., LTD. DATED FEBRUARY 1, 2012 LOAN AGREEMENT LOAN AGREEMENT this Agreement This 1. ZUYU DING Identity Card Number: 2. WEIJIE MA Identity Card Number: Borrowers (ZUYU DING and WEIJIE MA are collectively referred to as the “ 3. BEIJING MAITENG FENGSHUN SCIENCE AND TECHNOLOGY CO., LTD. Lender] [Zuyu DING Weijie MA Beijing Maiteng Fengshun Science and Technology Co., Ltd. AND Beijing Jiajujiu E-Commerce Co., Ltd. Shareholder Voting Right Proxy Agreement In respect of Beijing Jiajujiu E-Commerce Co., Ltd. April 1, 2012 Shareholder Voting Right Proxy Agreement Agreement This Shareholder Voting Right Proxy Agreement (this “ 1. Zuyu DING ID Card No.: 2. Weijie MA ID Card No:] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Zuyu DING, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Jiajujiu E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene and] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Weijie MA, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Jiajujiu E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene and] [Zuyu Ding Weijie MA Beijing Maiteng Fengshun Science and Technology Co., Ltd. AND Beijing Jiajujiu E-Commerce Co., Ltd. Equity Pledge Agreement Beijing Jiajujiu E-Commerce Co., Ltd. April 1, 2012 EQUITY PLEDGE AGREEMENT EQUITY PLEDGE AGREEMENT Agreement This 1. Zuyu DING Identity Card No.: 2. Weijie MA Identity Card No: Zuyu DING Weijie MA Pledgor Pledgors ( 3. Beijing Maiteng Fengshun] [EXCLUSIVE TECHNICAL SUPPORT AGREEMENT This Agreement is entered into in Haidian District, Beijing as of April 1, 2012 by and between the following Parties: Party A: Beijing Maiteng Fengshun Science and Technology Co., Ltd. Address: Room 811, No. 58, North Sihuan West Road, Haidian District, Beijing Party B: Beijing Jiajujiu E-Commerce Co., Ltd. Address: Room 1513, 15/F, No. 5 Building,] [CONFIDENTIAL EXECUTION VERSION ADVERTISING INVENTORY SALE AGENCY AGREEMENT SINA CORPORATION and LEJU HOLDINGS LIMITED Dated as of March 7 , 20 14 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.01 Certain Defined Terms 1 1.02 Definitions 4 1.03 Interpretation and Rules of Construction 6 ARTICLE II ADVERTISING INVENTORY SALE AGENCY 7 2.01 Offsite Advertising Inventory Sale Agency 7 2.02] [AMENDED AND RESTATED DOMAIN NAME AND CONTENT LICENSE AGREEMENT “Agreement”) This Amended and Restated Domain Name and Content License Agreement (the 7 , 2014, by and between Beijing SINA Internet Information Service Co., Ltd. ( 北京新浪互 联 信息服 务 有限公司 “Licensor”) (“Licensee” “Parties” “Party”) ), a limited liability company organized under the laws of the People’s Republic of China (hereinafter] [AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT “Agreement”) This Amended and Restated Trademark License Agreement (the 7 , 2014, by and between Beijing SINA Internet Information Service Co., Ltd. ( 北京新浪互联信息服务有限公司 “Licensor”) (“Licensee” “Parties” “Party”) ), a limited liability company organized under the laws of the People’s Republic of China (hereinafter RECITALS WHEREAS, Licensor owns certain trademarks as more particularly described] [AMENDED AND RESTATED SOFTWARE LICENSE AND SUPPORT SERVICES AGREEMENT “Agreement”) This Amended and Restated Software License and Support Services Agreement (the 7 SINA.com , 2014 , by and between 新浪网技 术 ( 中国 ) 有限公司 “Licensor”) ), a limited liability company organized under the laws of the People’s Republic of China (hereinafter 上海新浪 乐 居信息科技有限公司 (“Licensee” “Parties” “Party”) ), a] [MASTER TRANSACTION AGREEMENT MASTER TRANSACTION AGREEMENT BETWEEN E-HOUSE (CHINA) HOLDINGS LIMITED and LEJU HOLDINGS LIMITED Dated as of March 10, 2014 TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS 2 1.1 Defined Terms 2] [OFFSHORE TRANSITIONAL SERVICES AGREEMENT OFFSHORE TRANSITIONAL SERVICES AGREEMENT BETWEEN E-HOUSE (CHINA) HOLDINGS LIMITED and LEJU HOLDINGS LIMITED Dated as of March 10, 2014 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 SECTION 2. SERVICES 4 (a) Initial Services 4] [NON-COMPETITION AGREEMENT NON-COMPETITION AGREEMENT BETWEEN E-HOUSE (CHINA) HOLDINGS LIMITED and LEJU HOLDINGS LIMITED Dated as of March 10, 2014 1 NON-COMPETITION AGREEMENT E-House Leju Party Parties This Non-Competition Agreement is dated as of March 10, 2014, by and between E-House (China) Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“ Capitalized terms] [Shanghai Real Estate Sales (Group) Co., Ltd. and Each Company as listed in Appendix Transitional Services Agreement Dated as of March 10, 2014 Transitional Services Agreement Agreement THIS TRANSITIONAL SERVICES AGREEMENT (this “ (1) Shanghai Real Estate Sales (Group) Co., Ltd. “E-House Shanghai” ( Registered Address: Room 308, Building 1, No. 1376 Jiangdong Road, Pudong New Area, Shanghai (2) Each] [Shanghai Real Estate Sales (Group) Co., Ltd. and Beijing Yisheng Leju Information Services Co., Ltd. Shanghai Yi Xin E-Commerce Co., Ltd. Beijing Jiajujiu E-Commerce Co., Ltd. Cooperation Agreement Dated March 10, 2014 Cooperation Agreement Agreement This Cooperation Agreement (this “ 1 Shanghai Real Estate Sales (Group) Co., Ltd. E-House Shanghai (“ Registered Address: Room 308, Building 1, No. 1376 Jiangdong] [INTERNET CHANNEL COOPERATION AGREEMENT Contract Number: 181015BD0120 Party A: Beijing Baidu Netcom Science and Technology Co., Ltd. Address: Baidu Building, 10 Shangdi 10 th Street, Haidian District, Beijing Contact: HOU Gang Telephone: 010-59927171 Fax: 010-59920021 Party B: China Online Housing (Hong Kong) Co., Ltd. Address: 8/F, Ideal International Plaza, 58 Beisihuan Xilu, Haidian District, Beijing Contact: Telephone: 010-58951000 Fax: 010-58951005] [FURTHER STRATEGIC COOPERATION AGREEMENT Agreement This Further Strategic Cooperation Agreement (this “ Leju Party A: Beijing Yisheng Leju Information Services Co., Ltd. (“ Legal representative: ZHU Xusheng Address: 806-810, Ideal International Plaza, 58 Beisihuan Xilu, Haidian District, Beijing Contact: WU Yuzhao E-mail: *** And Party B: Baidu Beijing Baidu Netcom Science and Technology Co., Ltd. (“ Legal representative: LIANG Zhixiang] [SUPPLEMENT TO FURTHER STRATEGIC COOPERATION AGREEMENT AND THE COOPERATION AGREEMENT ATTACHED THERETO This Agreement, dated October 2013, is made in Beijing by and between: Beijing Yisheng Leju Information Services Co., Ltd. Leju Party A: Legal representative: ZHU Xusheng Address: 806-810, Ideal International Plaza, 58 Beisihuan Xilu, Haidian District, Beijing Contact: WU Yuzhao E-mail: *** And Party B: Beijing Baidu Netcom] [List of Principal Subsidiaries and Consolidated Variable Interest Entities of Leju Holdings Limited Place of Incorporation Subsidiaries Branco Overseas Ltd British Virgin Islands E-House China (Tianjin) Holdings Ltd. British Virgin Islands E-House Property Consultancy Ltd. British Virgin Islands E-House International Property Consultancy Ltd. Hong Kong E-House City Rehouse Real Estate Broker (Shanghai) Co., Ltd. PRC China E-Real Estate Holdings Ltd.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We also consent to the reference to us under the headings “Experts” in such prospectus. Shanghai, China March 12, 2014 EX-23.1 42 a2218693zex-23_1.htm EX-23.1] [Jones Lang LaSalle Corporate Appraisal and Advisory Limited 6/F Three Pacific Place 1 Queen’s Road East Hong Kong Tel: +852 2846 5000 Fax:+852 2169 6001 www.joneslanglasalle.com 26 February, 2014 Leju Holdings Limited 15/F Shoudong International Plaza, No. 5 Building, Guanqu Home Dongcheng District, Beijing 100022 People’s Republic of China Leju Holdings Limited Re: Ladies and Gentlemen, We hereby consent to] [LEJU HOLDINGS LIMITED ( Adopted by the Board of Director s of Leju Holdings Limited on March 10 , 2014, e ffective u ) 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; · · ·] [FANGDA PARTNERS 上海 Shanghai ·北京 Beijing ·深圳 Shenzhen ·香港 Hong Kong http://www.fangdalaw.com 中国上海市南京西路 1266 号 电子邮件 E-mail: email@fangdalaw.com 恒隆广场一期 32 楼 电 话 Tel.: 86-21-2208-1166 邮政编码： 200040 传 真 Fax: 86-21-5298-5577 文 号 Ref.: 13CF542 32/F Plaza 66 Tower 1 1266 Nanjing West Road Shanghai 200040, PRC To: Leju Holdings Limited March 12, 2014] [BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WILMINGTON BEIJING BRUSSELS FRANKFURT LONDON MOSCOW MUNICH PARIS SÃO PAULO 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN’S ROAD CENTRAL, HONG KONG TEL: (852) 3740-4700 FAX: (852) 3740-4727 www.skadden.com]

By | 2016-03-14T19:21:23+00:00 March 12th, 2014|Categories: Chinese Stocks, LEJU, Webplus ver|Tags: , , , , , |0 Comments
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KANG [iKang Healthcare] F-1: SUBJECT TO COMPLETION, DATED , 2014 PRELIMINARY PROSPECTUS

[SUBJECT TO COMPLETION, DATED , 2014 PRELIMINARY PROSPECTUS American Depositary Shares iKang Healthcare Group, Inc. Representing Class A Common Shares This is an initial public offering of American depositary shares, or ADSs, of iKang Healthcare Group, Inc. We are offering ADSs. Each ADS represents Class A common shares, par value US$0.01 per share, of iKang Healthcare Group, Inc. Prior to] [Exclusive Business Cooperation Agreement Agreement PRC This Exclusive Business Cooperation Agreement (hereinafter the “ Party A: ShanghaiMed iKang, Inc. Address: Room 610, Building No. 1, KunTai International Mansion, B12 Chaoyang Men Wai Street, Beijing Party B: Shanghai Guobin Medical Holding Co., Ltd. Address: 15/F, Qianjiang Building, 971 Dongfang Road, Pudong New District, Shanghai Party Parties Party A and Party B] [Equity Pledge Agreement Agreement This Equity Pledge Agreement (the Party A: Pledgee ShanghaiMed iKang, Inc. (the “ Address: 7 th Floor, Haorun Mansion, No. 50, Dengshikou Street, Dongcheng District, Beijing Party B: Pledgor He Boquan (the “ ID No.: 442000601107545 Address: No. 01-02, th Floor, Building A1, Zhong Hai Jin Yuan, Binjiang East Road 957, Guangzhou Pledgor Zhang Ligang (the] [Exclusive Call Option Agreement THIS EXCLUSIVE OPTION AGREEMENT this Agreement PRC March 17th, 2008 Party A: ShanghaiMed iKang, Inc., a wholly foreign-owned enterprise duly organized and validly existing under the laws of China, with its address at 7 th Floor, Haorun Mansion, No. 50, Dengshikou Street, Dongcheng District, Beijing; Party B: No. 01-02, He Boquan, with the Chinese Identification No.] [Power of Attorney No. 01-02, I, He Boquan, with the Identification Card No. 442000601107545 and the address at th Floor, Building A1, Zhong Hai Jin Yuan, Binjiang East Road 957, Guangzhou, being a shareholder of 50% of the equity (“My Equity”) of Shanghai iKang Guobin Group Co., Ltd., (with the former name of “Shanghai Guobin Medical Holding Co., Ltd.”) hereby] [Power of Attorney I, Zhang Ligang, with the Identification Card No. 110105197103200895 and the address at Room 1010, Building 2, Sunshine 100 International Apartment, No. 2 Guanghua Road, Chaoyang District, Beijing, being a shareholder of 50% of the equity (“My Equity”) of Shanghai iKang Guobin Group Co., Ltd., (with the former name of “Shanghai Guobin Medical Holding Co., Ltd.”) hereby] [Exclusive Business Cooperation Agreement Agreement PRC This Exclusive Business Cooperation Agreement (hereinafter the “ Party A: Zhejiang iKang Co., Ltd. Address: 1-3 Party B: Hangzhou iKang Guobin Clinic Co., Ltd. Address: 1-3 Party Parties Party A and Party B are hereinafter individually referred to as a “ WHEREAS, 1. Party A is a wholly-owned subsidiary registered in the PRC of] [Equity Pledge Agreement “Agreement This Equity Pledge Agreement (the Party A: Pledgee Zhejiang iKang Co., Ltd. (the “ 1-3 Party B: Shanghai iKang Guobin Holding Co., Ltd. Address: Room 3182, No. 2123, Pudong Avenue, Shanghai Shanghai Yalong Daoyi Services Co., Ltd. Address: Room 105, Building No. 5, Dongding Plaza, No. 1313, Xizang South Road, Shanghai Pledgors (Shanghai iKang Guobin Holding] [Exclusive Call Option Agreement THIS EXCLUSIVE OPTION AGREEMENT this Agreement PRC Party A: 1-3 Zhejiang iKang Co., Ltd. (WFOE) a wholly-owned subsidiary of a foreign enterprise registered in the British Virgin Islands, with its address at Party B: Shanghai iKang Guobin Holding Co., Ltd., a limited liability company duly organized and validly existing under the laws of the PRC, with] [Power of Attorney Our company, Shanghai iKang Guobin Holding Co., Ltd., with the registered address at Room 3182, No. 2123, Pudong Avenue, Shanghai, being a shareholder of 80% of the equity (“Company Equity”) of Hangzhou iKang Guobin Clinic Co., Ltd., hereby irrevocably authorize Zhejiang iKang Co., Ltd. to exercise the following rights with respect to Company Equity within the term] [Power of Attorney Our company, Shanghai Yalong Daoyi Services Co., Ltd., with the registered address at Room 105, Building No. 5, Dongding Plaza, No. 1313, Xizang South Road, Shanghai, being a shareholder of 20% of the equity (“Company Equity”) of Hangzhou iKang Guobin Clinic Co., Ltd., hereby irrevocably authorize Zhejiang iKang Co., Ltd. to exercise the following rights with respect] [Equity Transfer Contract “Contract” This Equity Transfer Contract (the The Transferor: He Boquan ID No.: 440620196011075452 Address: No. 18, Lane 1, Yinglong Street, Xiaolan Town, Zhongshan City, Guangdong Province The Transferee: Shanghai iKang Guobin Holding Co., Ltd. Address: Room 3182, No. 2123, Pudong Avenue, Shanghai WHEREAS: “Guobin Healthcare Center” 1. Shanghai Guobin Healthcare Center Co., Ltd. ( 2. The Transferor] [Exclusive Business Cooperation Agreement Agreement PRC This Exclusive Business Cooperation Agreement (hereinafter the “ Party A: Yuanhua Medical Consultancy Services (Shanghai) Co., Ltd. Address: 75 Wanping South Road, Room 1801, Shanghai. Party B: Shanghai Yuanhua Information Technology Co., Ltd. Address: 397 Jiaozhou Road, Building 5 Room F206, Jingan District, Shanghai. Party Parties Party A and Party B are hereinafter individually] [Equity Pledge Agreement “Agreement This Equity Pledge Agreement (the Party A: Pledgee Yuanhua Medical Consultancy Services (Shanghai) Co., Ltd. (the “ Address: 75 Wanping South Road, Room 1801, Shanghai Party B: Hu Haiqing Address: 8 Chaoyangmen North Street, Dongcheng District, Beijing Zhao Lei Address: 519 Xinhua Road, Room 28B, Changning District, Shanghai Pledgors (Hu Haiqing and Zhao Lei are collectively] [Exclusive Call Option Agreement THIS EXCLUSIVE OPTION AGREEMENT this Agreement PRC Party A: Yuanhua Medical Consultancy Services (Shanghai) Co., Ltd., a wholly-owned Chinese subsidiary of a enterprise registered in Hong Kong; Party B: Hu Haiqing, whose ID number is 320102198102151619, with his address at 8 Chaoyangmen North Street, Dongcheng District, Beijing; Zhao Lei, whose ID number is 310107196601301213, with his] [Power of Attorney I, Hu Haiqing, with ID number of 320102198102151619, being a shareholder of 80% of the equity (“My Equity”) of Shanghai Yuanhua Information Technology Co., Ltd., hereby irrevocably authorize Yuanhua Medical Consultancy Services (Shanghai) Co., Ltd. to exercise the following rights with respect to My Equity within the term of this Power of Attorney: Yuanhua Medical Consultancy Services] [Power of Attorney I, Zhao Lei, with ID number of 310107196601301213, being a shareholder of 20% of the equity (“My Equity”) of Shanghai Yuanhua Information Technology Co., Ltd., hereby irrevocably authorize Yuanhua Medical Consultancy Services (Shanghai) Co., Ltd. to exercise the following rights with respect to My Equity within the term of this Power of Attorney: Yuanhua Medical Consultancy Services] [Spousal Consent Letter To: ShanghaiMed iKang, Inc I, Baoming Li (ID No. 440620196107155453), legal spouse of Boquan He (ID No. 442000601107545), have acknowledged and carefully read the following agreements signed by Boquan He: Loan Agreement (signed on Jan.12, 2011); Exclusive Call Option Agreement (signed on Mar. 17, 2008); Exclusive Business Cooperation Agreement (signed on Apr. 27, 2007); Power of Attorney] [Spousal Consent Letter To: ShanghaiMed iKang, Inc I, Feiyan Huang (ID No. 110108197010310023), legal spouse of Ligang Zhang (ID No. 110105197103200895), have acknowledged and carefully read the following agreements signed by Ligang Zhang: Loan Agreement (signed on Jan.12, 2011); Exclusive Call Option Agreement (signed on Mar. 17, 2008); Exclusive Business Cooperation Agreement (signed on Apr. 27, 2007); Power of Attorney] [Exclusive Business Cooperation Agreement Agreement PRC This Exclusive Business Cooperation Agreement (hereinafter the “ Party A: Address: th 701, 7 Party B: Address: 708, Tower A, Pengrun Mansion, No. 26 Xiaoyun Road, Chaoyang District, Beijing. Party Parties Party A and Party B are hereinafter individually referred to as a “ WHEREAS, 1. Party A is a wholly-owned subsidiary registered in] [Equity Pledge Agreement Agreement This Equity Pledge Agreement (the “ Party A: Pledgee ShanghaiMed iKang, Inc. (the “ Address: th st 701, 7 Party B: Hu Haiqing (the “Pledgor”) ID Number: 320102198102151619 Party C: Jiandatong Health Technology (Beijing) Co., Ltd. Address: 708, Tower A, Pengrun Mansion, No. 26 Xiaoyun Road, Chaoyang District, Beijing. the Party the Parties For the purpose] [Exclusive Call Option Agreement THIS EXCLUSIVE OPTION AGREEMENT this Agreement PRC Party A: Party B: Party C: Party Parties In this Agreement, Party A, Party B and Party C are referred to as a “ WHEREAS: Party B, Hu Haiqing holds 80% of the equity interest in Party C on behalf of Party A; Party A regularly provides Party C] [Power of Attorney I, Hu Haiqing, with ID number of 320102198102151619, being a shareholder of 80% of the equity (“My Equity”) of Jiandatong Health Technology (Beijing) Co., Ltd., hereby irrevocably authorize ShanghaiMed iKang, Inc. to exercise the following rights with respect to My Equity within the term of this Power of Attorney: ShanghaiMed iKang, Inc. is hereby authorized to act] [Statement and Acknowledgment I, as the shareholder of the 20% equity interest in Jiandatong Health Technology (Beijing) Co., Ltd. (hereinafter referred to as “Company”), hereby state and acknowledge that, in the event that Mr. Hu Haiqing transfers, in whole or in part, the 80% equity interest in the Company held by him to any third party, I agree to such] [Subsidiaries Place of Incorporation 1. iKang Guobin Healthcare Group, Inc. British Virgin Islands 2. Bayley & Jackson (China) Medical Services Limited Hong Kong 3. iKang Zhejiang, Inc. British Virgin Islands 4. Yuanhua Healthcare Limited Hong Kong 5. ShanghaiMed iKang, Inc. People’s Republic of China 6. Shanghai iKang Co., Ltd. People’s Republic of China 7. iKang Health Management (Zhejiang) Co., Ltd.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated December 4, 2013 relating to the consolidated financial statements of iKang Guobin Healthcare Group, Inc., its subsidiaries, its variable interest entities (“VIEs”), and its VIEs’ subsidiaries as of and for the years ended March 31, 2011, 2012] [Form of PRC Legal Opinion [ — ] To: iKang Guobin Healthcare Group, Inc. (the “Company”) B-6F, Shimao Tower 92A Jianguo Road, Chaoyang District Beijing 100022, People’s Republic of China Re: Legal Opinion PRC We are qualified lawyers of the People’s Republic of China (the “ Offering ADSs Registration Statement Commission We have acted as PRC counsel for the Company] [February 27, 2014 iKang Healthcare Group, Inc. B-6F, Shimao Tower 92A Jianguo Road Chaoyang District, Beijing 100022 People’s Republic of China Consent of Frost & Sullivan “Registration Statement” “Company” “SEC” SEC Filings “Report” Frost & Sullivan hereby consents to references to its name in the Registration Statement on Form F-1 (together with any amendments thereto, the Frost & Sullivan (Beijing)]

By | 2016-03-22T18:11:43+00:00 March 3rd, 2014|Categories: Chinese Stocks, KANG, Webplus ver|Tags: , , , , , |0 Comments
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KANG [iKang Healthcare] F-1: (Original Filing)

[SUBJECT TO COMPLETION, DATED , 2014 PRELIMINARY PROSPECTUS American Depositary Shares iKang Healthcare Group, Inc. Representing Class A Common Shares This is an initial public offering of American depositary shares, or ADSs, of iKang Healthcare Group, Inc. We are offering ADSs. Each ADS represents Class A common shares, par value US$0.01 per share, of iKang Healthcare Group, Inc. Prior to] [Exclusive Business Cooperation Agreement Agreement PRC This Exclusive Business Cooperation Agreement (hereinafter the “ Party A: ShanghaiMed iKang, Inc. Address: Room 610, Building No. 1, KunTai International Mansion, B12 Chaoyang Men Wai Street, Beijing Party B: Shanghai Guobin Medical Holding Co., Ltd. Address: 15/F, Qianjiang Building, 971 Dongfang Road, Pudong New District, Shanghai Party Parties Party A and Party B] [Equity Pledge Agreement Agreement This Equity Pledge Agreement (the Party A: Pledgee ShanghaiMed iKang, Inc. (the “ Address: 7 th Floor, Haorun Mansion, No. 50, Dengshikou Street, Dongcheng District, Beijing Party B: Pledgor He Boquan (the “ ID No.: 442000601107545 Address: No. 01-02, th Floor, Building A1, Zhong Hai Jin Yuan, Binjiang East Road 957, Guangzhou Pledgor Zhang Ligang (the] [Exclusive Call Option Agreement THIS EXCLUSIVE OPTION AGREEMENT this Agreement PRC March 17th, 2008 Party A: ShanghaiMed iKang, Inc., a wholly foreign-owned enterprise duly organized and validly existing under the laws of China, with its address at 7 th Floor, Haorun Mansion, No. 50, Dengshikou Street, Dongcheng District, Beijing; Party B: No. 01-02, He Boquan, with the Chinese Identification No.] [Power of Attorney No. 01-02, I, He Boquan, with the Identification Card No. 442000601107545 and the address at th Floor, Building A1, Zhong Hai Jin Yuan, Binjiang East Road 957, Guangzhou, being a shareholder of 50% of the equity (“My Equity”) of Shanghai iKang Guobin Group Co., Ltd., (with the former name of “Shanghai Guobin Medical Holding Co., Ltd.”) hereby] [Power of Attorney I, Zhang Ligang, with the Identification Card No. 110105197103200895 and the address at Room 1010, Building 2, Sunshine 100 International Apartment, No. 2 Guanghua Road, Chaoyang District, Beijing, being a shareholder of 50% of the equity (“My Equity”) of Shanghai iKang Guobin Group Co., Ltd., (with the former name of “Shanghai Guobin Medical Holding Co., Ltd.”) hereby] [Exclusive Business Cooperation Agreement Agreement PRC This Exclusive Business Cooperation Agreement (hereinafter the “ Party A: Zhejiang iKang Co., Ltd. Address: 1-3 Party B: Hangzhou iKang Guobin Clinic Co., Ltd. Address: 1-3 Party Parties Party A and Party B are hereinafter individually referred to as a “ WHEREAS, 1. Party A is a wholly-owned subsidiary registered in the PRC of] [Equity Pledge Agreement “Agreement This Equity Pledge Agreement (the Party A: Pledgee Zhejiang iKang Co., Ltd. (the “ 1-3 Party B: Shanghai iKang Guobin Holding Co., Ltd. Address: Room 3182, No. 2123, Pudong Avenue, Shanghai Shanghai Yalong Daoyi Services Co., Ltd. Address: Room 105, Building No. 5, Dongding Plaza, No. 1313, Xizang South Road, Shanghai Pledgors (Shanghai iKang Guobin Holding] [Exclusive Call Option Agreement THIS EXCLUSIVE OPTION AGREEMENT this Agreement PRC Party A: 1-3 Zhejiang iKang Co., Ltd. (WFOE) a wholly-owned subsidiary of a foreign enterprise registered in the British Virgin Islands, with its address at Party B: Shanghai iKang Guobin Holding Co., Ltd., a limited liability company duly organized and validly existing under the laws of the PRC, with] [Power of Attorney Our company, Shanghai iKang Guobin Holding Co., Ltd., with the registered address at Room 3182, No. 2123, Pudong Avenue, Shanghai, being a shareholder of 80% of the equity (“Company Equity”) of Hangzhou iKang Guobin Clinic Co., Ltd., hereby irrevocably authorize Zhejiang iKang Co., Ltd. to exercise the following rights with respect to Company Equity within the term] [Power of Attorney Our company, Shanghai Yalong Daoyi Services Co., Ltd., with the registered address at Room 105, Building No. 5, Dongding Plaza, No. 1313, Xizang South Road, Shanghai, being a shareholder of 20% of the equity (“Company Equity”) of Hangzhou iKang Guobin Clinic Co., Ltd., hereby irrevocably authorize Zhejiang iKang Co., Ltd. to exercise the following rights with respect] [Equity Transfer Contract “Contract” This Equity Transfer Contract (the The Transferor: He Boquan ID No.: 440620196011075452 Address: No. 18, Lane 1, Yinglong Street, Xiaolan Town, Zhongshan City, Guangdong Province The Transferee: Shanghai iKang Guobin Holding Co., Ltd. Address: Room 3182, No. 2123, Pudong Avenue, Shanghai WHEREAS: “Guobin Healthcare Center” 1. Shanghai Guobin Healthcare Center Co., Ltd. ( 2. The Transferor] [Exclusive Business Cooperation Agreement Agreement PRC This Exclusive Business Cooperation Agreement (hereinafter the “ Party A: Yuanhua Medical Consultancy Services (Shanghai) Co., Ltd. Address: 75 Wanping South Road, Room 1801, Shanghai. Party B: Shanghai Yuanhua Information Technology Co., Ltd. Address: 397 Jiaozhou Road, Building 5 Room F206, Jingan District, Shanghai. Party Parties Party A and Party B are hereinafter individually] [Equity Pledge Agreement “Agreement This Equity Pledge Agreement (the Party A: Pledgee Yuanhua Medical Consultancy Services (Shanghai) Co., Ltd. (the “ Address: 75 Wanping South Road, Room 1801, Shanghai Party B: Hu Haiqing Address: 8 Chaoyangmen North Street, Dongcheng District, Beijing Zhao Lei Address: 519 Xinhua Road, Room 28B, Changning District, Shanghai Pledgors (Hu Haiqing and Zhao Lei are collectively] [Exclusive Call Option Agreement THIS EXCLUSIVE OPTION AGREEMENT this Agreement PRC Party A: Yuanhua Medical Consultancy Services (Shanghai) Co., Ltd., a wholly-owned Chinese subsidiary of a enterprise registered in Hong Kong; Party B: Hu Haiqing, whose ID number is 320102198102151619, with his address at 8 Chaoyangmen North Street, Dongcheng District, Beijing; Zhao Lei, whose ID number is 310107196601301213, with his] [Power of Attorney I, Hu Haiqing, with ID number of 320102198102151619, being a shareholder of 80% of the equity (“My Equity”) of Shanghai Yuanhua Information Technology Co., Ltd., hereby irrevocably authorize Yuanhua Medical Consultancy Services (Shanghai) Co., Ltd. to exercise the following rights with respect to My Equity within the term of this Power of Attorney: Yuanhua Medical Consultancy Services] [Power of Attorney I, Zhao Lei, with ID number of 310107196601301213, being a shareholder of 20% of the equity (“My Equity”) of Shanghai Yuanhua Information Technology Co., Ltd., hereby irrevocably authorize Yuanhua Medical Consultancy Services (Shanghai) Co., Ltd. to exercise the following rights with respect to My Equity within the term of this Power of Attorney: Yuanhua Medical Consultancy Services] [Spousal Consent Letter To: ShanghaiMed iKang, Inc I, Baoming Li (ID No. 440620196107155453), legal spouse of Boquan He (ID No. 442000601107545), have acknowledged and carefully read the following agreements signed by Boquan He: Loan Agreement (signed on Jan.12, 2011); Exclusive Call Option Agreement (signed on Mar. 17, 2008); Exclusive Business Cooperation Agreement (signed on Apr. 27, 2007); Power of Attorney] [Spousal Consent Letter To: ShanghaiMed iKang, Inc I, Feiyan Huang (ID No. 110108197010310023), legal spouse of Ligang Zhang (ID No. 110105197103200895), have acknowledged and carefully read the following agreements signed by Ligang Zhang: Loan Agreement (signed on Jan.12, 2011); Exclusive Call Option Agreement (signed on Mar. 17, 2008); Exclusive Business Cooperation Agreement (signed on Apr. 27, 2007); Power of Attorney] [Exclusive Business Cooperation Agreement Agreement PRC This Exclusive Business Cooperation Agreement (hereinafter the “ Party A: Address: th 701, 7 Party B: Address: 708, Tower A, Pengrun Mansion, No. 26 Xiaoyun Road, Chaoyang District, Beijing. Party Parties Party A and Party B are hereinafter individually referred to as a “ WHEREAS, 1. Party A is a wholly-owned subsidiary registered in] [Equity Pledge Agreement Agreement This Equity Pledge Agreement (the “ Party A: Pledgee ShanghaiMed iKang, Inc. (the “ Address: th st 701, 7 Party B: Hu Haiqing (the “Pledgor”) ID Number: 320102198102151619 Party C: Jiandatong Health Technology (Beijing) Co., Ltd. Address: 708, Tower A, Pengrun Mansion, No. 26 Xiaoyun Road, Chaoyang District, Beijing. the Party the Parties For the purpose] [Exclusive Call Option Agreement THIS EXCLUSIVE OPTION AGREEMENT this Agreement PRC Party A: Party B: Party C: Party Parties In this Agreement, Party A, Party B and Party C are referred to as a “ WHEREAS: Party B, Hu Haiqing holds 80% of the equity interest in Party C on behalf of Party A; Party A regularly provides Party C] [Power of Attorney I, Hu Haiqing, with ID number of 320102198102151619, being a shareholder of 80% of the equity (“My Equity”) of Jiandatong Health Technology (Beijing) Co., Ltd., hereby irrevocably authorize ShanghaiMed iKang, Inc. to exercise the following rights with respect to My Equity within the term of this Power of Attorney: ShanghaiMed iKang, Inc. is hereby authorized to act] [Statement and Acknowledgment I, as the shareholder of the 20% equity interest in Jiandatong Health Technology (Beijing) Co., Ltd. (hereinafter referred to as “Company”), hereby state and acknowledge that, in the event that Mr. Hu Haiqing transfers, in whole or in part, the 80% equity interest in the Company held by him to any third party, I agree to such] [Subsidiaries Place of Incorporation 1. iKang Guobin Healthcare Group, Inc. British Virgin Islands 2. Bayley & Jackson (China) Medical Services Limited Hong Kong 3. iKang Zhejiang, Inc. British Virgin Islands 4. Yuanhua Healthcare Limited Hong Kong 5. ShanghaiMed iKang, Inc. People’s Republic of China 6. Shanghai iKang Co., Ltd. People’s Republic of China 7. iKang Health Management (Zhejiang) Co., Ltd.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated December 4, 2013 relating to the consolidated financial statements of iKang Guobin Healthcare Group, Inc., its subsidiaries, its variable interest entities (“VIEs”), and its VIEs’ subsidiaries as of and for the years ended March 31, 2011, 2012] [Form of PRC Legal Opinion [ — ] To: iKang Guobin Healthcare Group, Inc. (the “Company”) B-6F, Shimao Tower 92A Jianguo Road, Chaoyang District Beijing 100022, People’s Republic of China Re: Legal Opinion PRC We are qualified lawyers of the People’s Republic of China (the “ Offering ADSs Registration Statement Commission We have acted as PRC counsel for the Company] [February 27, 2014 iKang Healthcare Group, Inc. B-6F, Shimao Tower 92A Jianguo Road Chaoyang District, Beijing 100022 People’s Republic of China Consent of Frost & Sullivan “Registration Statement” “Company” “SEC” SEC Filings “Report” Frost & Sullivan hereby consents to references to its name in the Registration Statement on Form F-1 (together with any amendments thereto, the Frost & Sullivan (Beijing)]

By | 2016-03-22T18:10:35+00:00 March 3rd, 2014|Categories: Chinese Stocks, KANG, SEC Original|Tags: , , , , , |0 Comments
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TEDU [Tarena International] F-1: (Original Filing)

[PROSPECTUS (SUBJECT TO COMPLETION) DATED , 2014 American Depositary Shares Tarena International, Inc. Representing Class A Ordinary Shares Tarena International, Inc. is offering American depositary shares, or ADSs[, and the selling shareholders are offering ADSs]. Each ADS represents Class A ordinary shares, par value $0.001 per share. [We will not receive any proceeds from the ADSs sold by the selling] [OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF TARENA INTERNATIONAL, INC. (Adopted by Special Resolution of the Shareholders on August 26, 2011, with effect from September 6, 2011) 1. The name of the Company is: TARENA INTERNATIONAL, INC. 2. The Registered Office of the Company shall be offices of Trident Trust Company] [EX-4.2 3 d627523dex42.htm EX-4.2] [SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED THIS SEPTEMBER 6, 2011 BY AND AMONG TARENA INTERNATIONAL, INC. (as “Company”) Schedule 1 each of the Persons listed on (as “Investors”) Schedule 2 the Person listed on (as “Founder”) CONNION CAPITAL LIMITED (as “Key Holder”) ZHAO MEI (as “Existing Holder”) Schedule 3 each of the Persons listed on (as “Domestic Companies”) AND] [TARENA INTERNATIONAL, INC. 2008 SHARE PLAN (Adopted by the members of the Company on September 22, 2008; and adopted by the Company’s Board of Directors on September 22, 2008; amended on November 28, 2012; share information has reflected the 10-for-1 share split effective on December 16, 2008) Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b)] [TARENA INTERNATIONAL, INC. 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Tarena International, Inc. 2014 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 Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to render valuable services to the Company, the board of directors of the Company (the “ NOW, THEREFORE,] [TARENA INTERNATIONAL, INC. DIRECTOR SERVICE AGREEMENT Agreement Company Director This Director Service Agreement (the “ I. SERVICES Board of Directors Board Effectiveness Date Expiration Date Memorandum and Articles Director Services Director Services 1.2 II. COMPENSATION Compensation Schedule I 2.1 III. DUTIES OF DIRECTOR Fiduciary Duties 3.1 Confidentiality Confidential Information 3.3 Return of the Company Property Company Property 3.4 IV. COVENANTS] [EMPLOYMENT AGREEMENT Agreement” Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of] [Amended and Restated Exclusive Business Cooperation Agreement This Amended and Restated Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian] [Power of Attorney This Power of Attorney (this “Power of Attorney”) shall supersede and replace the power of attorney I executed on December 31, 2006 (the “Original Power of Attorney”) upon the effective date stipulated in this Power of Attorney. I, Han Shaoyun, a Chinese citizen with Chinese Identification Card No.: ***, and a holder of 70% of the entire] [Power of Attorney This Power of Attorney (this “Power of Attorney”) shall supersede and replace the power of attorney I executed on December 31, 2006 (the “Original Power of Attorney”) upon the effective date stipulated in this Power of Attorney. I, Li Jianguang, a Chinese citizen with Chinese Identification Card No.: ***, and a holder of 30% of the entire] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena International, Inc. Address: Fourth Floor, One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands Party B: Tarena] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena International, Inc. Fourth Floor, One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands Party B: Tarena Technologies] [Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of November 25, 2013 in Beijing, People’s Republic of China (“PRC” or “China”): (1) Tarena Technologies Inc. (2) Han Shaoyun Each of the Lender and the Borrower shall be hereinafter referred to as a “Party”] [Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of November 25, 2013 in Beijing, People’s Republic of China (“PRC” or “China”): (1) Tarena Technologies Inc. (2) Li Jianguang Each of the Lender and the Borrower shall be hereinafter referred to as a “Party”] [Amended and Restated Share Pledge Agreement This Amended and Restated Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian District, Beijing Party B:] [Amended and Restated Share Pledge Agreement This Amended and Restated Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian District, Beijing Party B:] [Spousal Consent Transaction Documents Beijing Tarena (1) WFOE Amended and Restated Equity Interest Pledge Agreement entered into between Han Shaoyun, Tarena Technologies Inc. (hereinafter referred to as the “ (2) Amended and Restated Exclusive Option Agreement entered into between Han Shaoyun, the WFOE, Beijing Tarena and Tarena International, Inc.; (3) Power of Attorney executed by Han Shaoyun; (4) Amended and] [Spousal Consent Transaction Documents Beijing Tarena (1) WFOE Amended and Restated Equity Interest Pledge Agreement entered into between Li Jianguang, Tarena Technologies Inc. (hereinafter referred to as the “ (2) Amended and Restated Exclusive Option Agreement entered into between Li Jianguang, the WFOE, Beijing Tarena and Tarena International, Inc.; (3) Power of Attorney executed by Li Jianguang; (4) Amended and] [Amended and Restated Exclusive Business Cooperation Agreement This Amended and Restated Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian] [Power of Attorney This Power of Attorney (this “Power of Attorney”) shall supersede and replace the power of attorney I executed on December 31, 2006 (the “Original Power of Attorney”) upon the effective date stipulated in this Power of Attorney. I, Han Shaoyun, a Chinese citizen with Chinese Identification Card No.: ***, and a holder of 49% of the entire] [Power of Attorney This Power of Attorney (this “Power of Attorney”) shall supersede and replace the power of attorney I executed on December 31, 2006 (the “Original Power of Attorney”) upon the effective date stipulated in this Power of Attorney. I, Li Jianguang, a Chinese citizen with Chinese Identification Card No.: ***, and a holder of 51% of the entire] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena International, Inc. Address: Fourth Floor, One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands Party B: Tarena] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A : Tarena International, Inc. Address: Fourth Floor, One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands Party B:] [Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of November 25, 2013 in Beijing, People’s Republic of China (“PRC” or “China”): (1) Tarena Technologies Inc. (2) Han Shaoyun Each of the Lender and the Borrower shall be hereinafter referred to as a “Party”] [Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of November 25, 2013 in Beijing, People’s Republic of China (“PRC” or “China”): (1) Tarena Technologies Inc. (2) Li Jianguang Each of the Lender and the Borrower shall be hereinafter referred to as a “Party”] [Amended and Restated Share Pledge Agreement This Amended and Restated Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian District, Beijing Party B:] [Amended and Restated Share Pledge Agreement This Amended and Restated Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian District, Beijing Party B:] [Spousal Consent Transaction Documents Shanghai Tarena (1) WFOE Amended and Restated Equity Interest Pledge Agreement entered into between Han Shaoyun, Tarena Technologies Inc. (hereinafter referred to as the “ (2) Amended and Restated Exclusive Option Agreement entered into between Han Shaoyun, the WFOE, Shanghai Tarena and Tarena International, Inc.; (3) Power of Attorney executed by Han Shaoyun; (4) Amended and] [Spousal Consent Transaction Documents Shanghai Tarena (1) WFOE Amended and Restated Equity Interest Pledge Agreement entered into between Li Jianguang, Tarena Technologies Inc. (hereinafter referred to as the “ (2) Amended and Restated Exclusive Option Agreement entered into between Li Jianguang, the WFOE, Shanghai Tarena and Tarena International, Inc.; (3) Power of Attorney executed by Li Jianguang; (4) Amended and] [List of Subsidiaries Name Jurisdiction of Affiliate Relationship with Tarena Hong Kong Limited Hong Kong Wholly-owned subsidiary Tarena Software Technology (Hangzhou) Co., Ltd. PRC Wholly-owned subsidiary Tarena Technologies Inc. PRC Wholly-owned subsidiary Shenyang Tarena Technology Co., Ltd. PRC Wholly-owned subsidiary Jinan Tarena Software Co., Ltd. PRC Wholly-owned subsidiary Qingdao Tarena Software Technology Co., Ltd. PRC Wholly-owned subsidiary Tarena (Wuhan) Technology] [Consent of Independent Registered Public Accounting Firm The Board of Directors Tarena International, Inc.: We consent to the use of our report included herein and to the reference to our firm under the heading “Experts” in the registration statement. Beijing, China February 27, 2014 EX-23.1 33 d627523dex231.htm EX-23.1] [TARENA INTERNATIONAL, INC. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC • • prompt internal reporting] [January 15, 2014 Page 2 3. Compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company. 4. The Company does not anticipate that its audited financial statements for the year ended December 31, 2013 will be available until the middle of March 2014. 5. In no event will the Company seek effectiveness] [February 27, 2014 Tarena International, Inc. Suite 10017, Building E, Zhongkun Plaza, A18 Bei San Huan West Road, Haidian District, Beijing 100098 People’s Republic of China Tel: +86 10 6213-5687 Ladies and Gentlemen: Sincerely yours, EX-99.4 36 d627523dex994.htm EX-99.4] [February 27, 2014 Tarena International, Inc. Suite 10017, Building E, Zhongkun Plaza, A18 Bei San Huan West Road, Haidian District, Beijing 100098 People’s Republic of China Tel: +86 10 6213-5687 Ladies and Gentlemen: Sincerely yours, EX-99.5 37 d627523dex995.htm EX-99.5] [February 19, 2014 Tarena International, Inc. Suite 10017, Building E, Zhongkun Plaza, A18 Bei San Huan West Road, Haidian District, Beijing 100098 People’s Republic of China Tel: +86 10 6213-5687 Ladies and Gentlemen: Sincerely yours, EX-99.6 38 d627523dex996.htm EX-99.6]

By | 2016-03-16T13:34:54+00:00 February 27th, 2014|Categories: Chinese Stocks, SEC Original, TEDU|Tags: , , , , , |0 Comments
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TEDU [Tarena International] F-1: PROSPECTUS (SUBJECT TO COMPLETION) DATED , 2014 American

[PROSPECTUS (SUBJECT TO COMPLETION) DATED , 2014 American Depositary Shares Tarena International, Inc. Representing Class A Ordinary Shares Tarena International, Inc. is offering American depositary shares, or ADSs[, and the selling shareholders are offering ADSs]. Each ADS represents Class A ordinary shares, par value $0.001 per share. [We will not receive any proceeds from the ADSs sold by the selling] [OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF TARENA INTERNATIONAL, INC. (Adopted by Special Resolution of the Shareholders on August 26, 2011, with effect from September 6, 2011) 1. The name of the Company is: TARENA INTERNATIONAL, INC. 2. The Registered Office of the Company shall be offices of Trident Trust Company] [EX-4.2 3 d627523dex42.htm EX-4.2] [SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED THIS SEPTEMBER 6, 2011 BY AND AMONG TARENA INTERNATIONAL, INC. (as “Company”) Schedule 1 each of the Persons listed on (as “Investors”) Schedule 2 the Person listed on (as “Founder”) CONNION CAPITAL LIMITED (as “Key Holder”) ZHAO MEI (as “Existing Holder”) Schedule 3 each of the Persons listed on (as “Domestic Companies”) AND] [TARENA INTERNATIONAL, INC. 2008 SHARE PLAN (Adopted by the members of the Company on September 22, 2008; and adopted by the Company’s Board of Directors on September 22, 2008; amended on November 28, 2012; share information has reflected the 10-for-1 share split effective on December 16, 2008) Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b)] [TARENA INTERNATIONAL, INC. 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Tarena International, Inc. 2014 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 Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to render valuable services to the Company, the board of directors of the Company (the “ NOW, THEREFORE,] [TARENA INTERNATIONAL, INC. DIRECTOR SERVICE AGREEMENT Agreement Company Director This Director Service Agreement (the “ I. SERVICES Board of Directors Board Effectiveness Date Expiration Date Memorandum and Articles Director Services Director Services 1.2 II. COMPENSATION Compensation Schedule I 2.1 III. DUTIES OF DIRECTOR Fiduciary Duties 3.1 Confidentiality Confidential Information 3.3 Return of the Company Property Company Property 3.4 IV. COVENANTS] [EMPLOYMENT AGREEMENT Agreement” Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of] [Amended and Restated Exclusive Business Cooperation Agreement This Amended and Restated Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian] [Power of Attorney This Power of Attorney (this “Power of Attorney”) shall supersede and replace the power of attorney I executed on December 31, 2006 (the “Original Power of Attorney”) upon the effective date stipulated in this Power of Attorney. I, Han Shaoyun, a Chinese citizen with Chinese Identification Card No.: ***, and a holder of 70% of the entire] [Power of Attorney This Power of Attorney (this “Power of Attorney”) shall supersede and replace the power of attorney I executed on December 31, 2006 (the “Original Power of Attorney”) upon the effective date stipulated in this Power of Attorney. I, Li Jianguang, a Chinese citizen with Chinese Identification Card No.: ***, and a holder of 30% of the entire] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena International, Inc. Address: Fourth Floor, One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands Party B: Tarena] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena International, Inc. Fourth Floor, One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands Party B: Tarena Technologies] [Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of November 25, 2013 in Beijing, People’s Republic of China (“PRC” or “China”): (1) Tarena Technologies Inc. (2) Han Shaoyun Each of the Lender and the Borrower shall be hereinafter referred to as a “Party”] [Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of November 25, 2013 in Beijing, People’s Republic of China (“PRC” or “China”): (1) Tarena Technologies Inc. (2) Li Jianguang Each of the Lender and the Borrower shall be hereinafter referred to as a “Party”] [Amended and Restated Share Pledge Agreement This Amended and Restated Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian District, Beijing Party B:] [Amended and Restated Share Pledge Agreement This Amended and Restated Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian District, Beijing Party B:] [Spousal Consent Transaction Documents Beijing Tarena (1) WFOE Amended and Restated Equity Interest Pledge Agreement entered into between Han Shaoyun, Tarena Technologies Inc. (hereinafter referred to as the “ (2) Amended and Restated Exclusive Option Agreement entered into between Han Shaoyun, the WFOE, Beijing Tarena and Tarena International, Inc.; (3) Power of Attorney executed by Han Shaoyun; (4) Amended and] [Spousal Consent Transaction Documents Beijing Tarena (1) WFOE Amended and Restated Equity Interest Pledge Agreement entered into between Li Jianguang, Tarena Technologies Inc. (hereinafter referred to as the “ (2) Amended and Restated Exclusive Option Agreement entered into between Li Jianguang, the WFOE, Beijing Tarena and Tarena International, Inc.; (3) Power of Attorney executed by Li Jianguang; (4) Amended and] [Amended and Restated Exclusive Business Cooperation Agreement This Amended and Restated Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian] [Power of Attorney This Power of Attorney (this “Power of Attorney”) shall supersede and replace the power of attorney I executed on December 31, 2006 (the “Original Power of Attorney”) upon the effective date stipulated in this Power of Attorney. I, Han Shaoyun, a Chinese citizen with Chinese Identification Card No.: ***, and a holder of 49% of the entire] [Power of Attorney This Power of Attorney (this “Power of Attorney”) shall supersede and replace the power of attorney I executed on December 31, 2006 (the “Original Power of Attorney”) upon the effective date stipulated in this Power of Attorney. I, Li Jianguang, a Chinese citizen with Chinese Identification Card No.: ***, and a holder of 51% of the entire] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena International, Inc. Address: Fourth Floor, One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands Party B: Tarena] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A : Tarena International, Inc. Address: Fourth Floor, One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands Party B:] [Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of November 25, 2013 in Beijing, People’s Republic of China (“PRC” or “China”): (1) Tarena Technologies Inc. (2) Han Shaoyun Each of the Lender and the Borrower shall be hereinafter referred to as a “Party”] [Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of November 25, 2013 in Beijing, People’s Republic of China (“PRC” or “China”): (1) Tarena Technologies Inc. (2) Li Jianguang Each of the Lender and the Borrower shall be hereinafter referred to as a “Party”] [Amended and Restated Share Pledge Agreement This Amended and Restated Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian District, Beijing Party B:] [Amended and Restated Share Pledge Agreement This Amended and Restated Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian District, Beijing Party B:] [Spousal Consent Transaction Documents Shanghai Tarena (1) WFOE Amended and Restated Equity Interest Pledge Agreement entered into between Han Shaoyun, Tarena Technologies Inc. (hereinafter referred to as the “ (2) Amended and Restated Exclusive Option Agreement entered into between Han Shaoyun, the WFOE, Shanghai Tarena and Tarena International, Inc.; (3) Power of Attorney executed by Han Shaoyun; (4) Amended and] [Spousal Consent Transaction Documents Shanghai Tarena (1) WFOE Amended and Restated Equity Interest Pledge Agreement entered into between Li Jianguang, Tarena Technologies Inc. (hereinafter referred to as the “ (2) Amended and Restated Exclusive Option Agreement entered into between Li Jianguang, the WFOE, Shanghai Tarena and Tarena International, Inc.; (3) Power of Attorney executed by Li Jianguang; (4) Amended and] [List of Subsidiaries Name Jurisdiction of Affiliate Relationship with Tarena Hong Kong Limited Hong Kong Wholly-owned subsidiary Tarena Software Technology (Hangzhou) Co., Ltd. PRC Wholly-owned subsidiary Tarena Technologies Inc. PRC Wholly-owned subsidiary Shenyang Tarena Technology Co., Ltd. PRC Wholly-owned subsidiary Jinan Tarena Software Co., Ltd. PRC Wholly-owned subsidiary Qingdao Tarena Software Technology Co., Ltd. PRC Wholly-owned subsidiary Tarena (Wuhan) Technology] [Consent of Independent Registered Public Accounting Firm The Board of Directors Tarena International, Inc.: We consent to the use of our report included herein and to the reference to our firm under the heading “Experts” in the registration statement. Beijing, China February 27, 2014 EX-23.1 33 d627523dex231.htm EX-23.1] [TARENA INTERNATIONAL, INC. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC • • prompt internal reporting] [January 15, 2014 Page 2 3. Compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company. 4. The Company does not anticipate that its audited financial statements for the year ended December 31, 2013 will be available until the middle of March 2014. 5. In no event will the Company seek effectiveness] [February 27, 2014 Tarena International, Inc. Suite 10017, Building E, Zhongkun Plaza, A18 Bei San Huan West Road, Haidian District, Beijing 100098 People’s Republic of China Tel: +86 10 6213-5687 Ladies and Gentlemen: Sincerely yours, EX-99.4 36 d627523dex994.htm EX-99.4] [February 27, 2014 Tarena International, Inc. Suite 10017, Building E, Zhongkun Plaza, A18 Bei San Huan West Road, Haidian District, Beijing 100098 People’s Republic of China Tel: +86 10 6213-5687 Ladies and Gentlemen: Sincerely yours, EX-99.5 37 d627523dex995.htm EX-99.5] [February 19, 2014 Tarena International, Inc. Suite 10017, Building E, Zhongkun Plaza, A18 Bei San Huan West Road, Haidian District, Beijing 100098 People’s Republic of China Tel: +86 10 6213-5687 Ladies and Gentlemen: Sincerely yours, EX-99.6 38 d627523dex996.htm EX-99.6]

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WBAI [500.com] F-1: CALCULATION OF REGISTRATION FEE Title of each class

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering (1)(2) price Amount of registration fee (3) Class A ordinary shares, par value US$0.00005 per share US$150,000,000 US$19,320 (1) (2) (3) Form F-6 Subject to Completion, Dated , 2013. 500.com Limited American Depositary Shares Representing Class A Ordinary Shares This is the initial] [THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF FINE SUCCESS LIMITED 1. The name of the Company is Fine Success Limited 2. The Registered Office of the Company shall be at the offices of Corporate Filing Services Limited, 4th Floor, Harbour Centre, P.O. Box 613, Grand Cayman KY1-1107,] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF 500.COM LIMITED (Adopted by a Special Resolution passed on October 21, 2013 and effective conditional and immediately upon the completion of the Company’s initial public offering of Class A Ordinary Shares represented by American Depositary Shares) THE] [Execution Version 500.COM LIMITED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT Agreement Company Investor parties party This CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “ Principal Amount WHEREAS, on the terms and subject to the conditions set forth herein, the Investor desires to purchase from the Company, and the Company desires to sell to the Investor, a convertible promissory note in the principal] [EXECUTION VERSION SHARE PURCHASE AGREEMENT by and between 500.COM LIMITED and SEQUOIA CAPITAL 2010 CGF HOLDCO, LTD OCTOBER 20, 2013 Table of Contents ARTICLE I DEFINITIONS 1 1.1 Definitions 1 ARTICLE II PURCHASE AND SALE OF CLASS B ORDINARY SHARES 3 2.1 Purchase and Sale of Post-IPO Class B Shares from the Company 3 2.2 Closing 3 4 3.1 Corporate] [Our ref DLK/663980-000001/6481141v2 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com Subject to review and amendment 500.com Limited 500.com Building Shenxianling Sports Center Longgang District Shenzhen 518115 People’s Republic of China 2013 Dear Sirs 500.com Limited Company Registration Statement Commission Offering ADSs Shares We have acted as Cayman Islands legal advisers to 500.com Limited (the “ 1 Documents Reviewed For the] [SIMPSON THACHER & BARTLETT LLP 425 LEXINGTON AVENUE NEW YORK, N.Y. 10017-3954 (212) 455-2000 FACSIMLLE: (212) 455-2502 DIRECT DIAL NUMBER E-MAIL ADDRESS October 21, 2013 500.com Limited 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Ladies and Gentlemen: “Company”), “Registration Statement”), “Commission”) We have examined the Registration Statement. In addition, we have examined, and have] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T October 21, 2013 To: 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Dear Sirs or Madams: We are qualified lawyers of the People’s Republic of China (the “PRC”] [FINE SUCCESS LIMITED 2011 SHARE INCENTIVE PLAN Purpose of the Plan 1. The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing] [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] [500.COM LIMITED FORM OF EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement, dated as of , 20 (this “Agreement”), is executed by and between 500.com Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”) and (holding passport of with passport number of /PRC Identification Card No. ) (the “Executive”). RECITALS NOW,] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”). Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Address: 602-B, Building No.9, Shenzhen Software Park (II), No.1, Keji Middle Road II, High-tech Middle] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd., Party B: Fu Jiepin, Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Fu Jiepin Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Pledgee,] [Power of Attorney I, Fu Jiepin, a Chinese citizen with Chinese Identification Card No.: 44010519670129001X, and a holder of 18.843% of the entire registered capital in Shenzhen E-Sun Network Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Li He Party C: Shenzhen E-Sun Network Co., Ltd. In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Li He Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Pledgee,] [Power of Attorney I, Li He, a Chinese citizen with Chinese Identification Card No.:532721195805190015, and a holder of 14.333% of the entire registered capital in Shenzhen E-Sun Network Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power of] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Li Xue Party C: Shenzhen E-Sun Network Co., Ltd. In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Li Xue Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Pledgee,] [Power of Attorney I, Li Xue, a Chinese citizen with Chinese Identification Card No.: 532228196412241944, and a holder of 11% of the entire registered capital in Shenzhen E-Sun Network Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Yuan Ping Party C: Shenzhen E-Sun Network Co., Ltd. In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Yuan Ping Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Pledgee,] [Power of Attorney I, Yuan Ping, a Chinese citizen with Chinese Identification Card No.: 420106196803074927, and a holder of 23.843% of the entire registered capital in Shenzhen E-Sun Network Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Option Agreement nd This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the 2 Party A: E-Sun Sky Computer (Shenzhen) Co., Party B: Zou Bo, Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party” respectively,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on May 2nd, 2013 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Party B: Zou Bo Party C: Shenzhen E-Sun Network Co., Ltd. In this Agreement, each of Pledgee,] [Power of Attorney I, Zou Bo, a Chinese citizen with Chinese Identification Card No.: 440306197007160030, and a holder of 17.101% of the entire registered capital in Shenzhen E-Sun Network Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Zou Ying Party C: Shenzhen E-Sun Network Co., Ltd. In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Zou Ying Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Pledgee,] [Power of Attorney I, Zou Ying, a Chinese citizen with Chinese Identification Card No.:421003197812020016, and a holder of 14.88% of the entire registered capital in Shenzhen E-Sun Network Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power of] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”). Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. 602-B, Building No.9, Shenzhen Software Park (II), No.1, Keji Middle Road, Gaoxin Middle Zone, Nanshan] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Wang Ying Party C: Shenzhen Guangtiandi Technology Co., Ltd., In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Wang Ying Party C: Shenzhen Guangtiandi Technology Co., Ltd. In this Agreement, each of Pledgee,] [Power of Attorney I, Wang Ying, a Chinese citizen with Chinese Identification Card No.: 422801198308030625, and a holder of 50% of the entire registered capital in Shenzhen Guangtiandi Technology Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Option Agreement nd This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the 2 Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Party B: Yuan Liangdong, Party C: Shenzhen Guangtiandi Technology Co., Ltd., In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party”] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on May 2, 2013 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Party B: Yuan Liangdong Party C: Shenzhen Guangtiandi Technology Co., Ltd., In this Agreement, each of Pledgee,] [Power of Attorney I, Yuan Liangdong, a Chinese citizen with Chinese Identification Card No.: 422801198302140612, and a holder of 50% of the entire registered capital in Shenzhen Guangtiandi Technology Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”). Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Address: 602-B, Building No.9, Shenzhen Software Park (II), No.1, Keji Middle Road, Gaoxin Middle Zone,] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Li Jin, Party C: Shenzhen Youlanguang Technology Co., Ltd., In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Li Jin Party C: Shenzhen Youlanguang Technology Co., Ltd. In this Agreement, each of Pledgee,] [Power of Attorney I, Li Jin, a Chinese citizen with Chinese Identification Card No.: 422801197310150699, and a holder of 50% of the entire registered capital in Shenzhen Youlanguang Technology Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Zhang Jing, Party C: Shenzhen Youlanguang Technology Co., Ltd., In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Zhang Jing Party C: Shenzhen Youlanguang Technology Co., Ltd. In this Agreement, each of Pledgee,] [Power of Attorney I, Zhang Jing, a Chinese citizen with Chinese Identification Card No.: 422802198106210042, and a holder of 50% of the entire registered capital in Shenzhen Youlanguang Technology Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [ERTAIN INFORMATION INDICATED BY ASTERISKS IN THIS HAS BEEN OMITTED AND FILED C SEPARATELY WITH THE ECURITIES AND XCHANGE OMMISSION ONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION O OPERATION GREEMENT C This co-operation agreement (this “Agreement”) is entered into and is effective as of January 1, 2011, signed at Nanchang, Jiangxi Province, by and between the] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”). Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Address: 602-B, Building No.9, Shenzhen Software Park (II), No.1, Keji Middle Road II, High-tech Middle] [SUPPLEMENTARY AGREEMENT THIS SUPPLEMENTARY AGREEMENT is made and entered into as of November 20, 2012 in Shenzhen, the People’s Republic of China (PRC) by and among: Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Party B: Wang Ying and Zhang Shijie Party C: Shenzhen Guangtiandi Technology Co., Ltd. Party A Party B Party C ( WHEREAS: The Parties entered into] [SUPPLEMENTARY AGREEMENT THIS SUPPLEMENTARY AGREEMENT is made and entered into as of November 20, 2012 in Shenzhen, the People’s Republic of China (PRC) by and among: Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Party B: Fu Jieping Li He Li Xue Yuan Ping Zou Bo Zou Ying Xu xiaojun Guangzhou Shulian Information Investment Co., Ltd Party C: Shenzhen E-Sun] [SUPPLEMENTARY AGREEMENT THIS SUPPLEMENTARY AGREEMENT is made and entered into as of November 20, 2012 in Shenzhen, the People’s Republic of China (PRC) by and among: Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Party B: Zhang Jing and Li Jin Party C: Shenzhen Youlanguang Technology Ltd. (Party A, Party B and Party C, each a “Party”, collectively the “Parties”)] [Confirmation Letter Whereas: A. E-Sun Network Supplementary Agreement E-Sun Sky Computer (Shenzhen) Co., Ltd., Fu Jiepin (Chinese Identification No.: 44010519670129001X), Li He (Chinese Identification No.: 532721195805190015), Li Xue (Chinese Identification No.: 532228196412241944), Yuan Ping (Chinese Identification No.: 420106196803074927), Zou Bo (Chinese Identification No.: 440306197007160030), Zou Ying (Chinese Identification No.: 421003197812020016), Xu Xiaojun (Chinese Identification No.: 320121197809193139), Guangzhou Shu Lian Information] [Confirmation Letter Whereas: A. Guangtiandi Supplementary Agreement E-Sun Sky Computer (Shenzhen) Co., Ltd., Wang Ying (Chinese Identification No.: 422801198308030625), Zhang Shijie (Chinese Identification No.: 659001197510133418) and Shenzhen Guangtiandi Technology Co., Ltd. (“ B. Yuan Liangdong (Chinese Identification No.: 422801198302140612) purchased the equity interest held by Zhang Shijie in Guangtiandi and registered as the shareholder of Guangtiandi on March 27, 2013.] [List of Subsidiaries and Consolidated Affiliated Entities of 500.com Limited Subsidiaries: Fine Brand Limited, a British Virgin Islands company 500wan HK Limited, a Hong Kong company E-Sun Sky Computer (Shenzhen) Co., Ltd., a PRC company Consolidated Affiliated Entities: Shenzhen E-Sun Network Co., Ltd., a PRC company Shenzhen E-Sun Sky Network Technology Co., Ltd., a PRC company Shenzhen Youlanguang Technology Co.,] [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 April 26, 2013, in the Registration Statement (Form F-1) and related Prospectus of 500.com Limited dated October 22, 2013. Shenzhen, the People’s Republic of China October 22, 2013 EX-23.1 53 d138068dex231.htm EX-23.1] [500wan.com Limited th 6 Shenzhen Software Park Keji Zhongerlu, Nanshan District Shenzhen, 518057 Consent Zongwei Li Dated: September 6, 2011 EX-23.5 54 d138068dex235.htm EX-23.5] [500wan.com Limited th 6 Shenzhen Software Park Keji Zhongerlu, Nanshan District Shenzhen, 518057 Consent Lei Liang Dated: September 6, 2011 EX-23.6 55 d138068dex236.htm EX-23.6] [Consent of iResearch Consulting Group October 22, 2013 500.com Limited 500.com Building Shenxianling Sports Center Longgang District, Shenzhen 518115 People’s Republic of China Ladies and Gentlemen: iResearch Consulting Group further consent to inclusion of information, data and statements from the report entitled “China Lottery Industry Research Report” (the “Report”) in the Company’s Registration Statement and the SEC Filings, and citation] [CODE OF BUSINESS CONDUCT AND ETHICS OF 500.COM LIMITED INTRODUCTION Company Code 500.com Limited. and its subsidiaries (collectively the “ employees executive officers This Code applies to all of the directors, officers, employees and advisors of the Company, whether they work for the Company on a full-time, part-time, consultative, or temporary basis. We refer to these persons as our “] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T [ ], 2013 To: 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Dear Sirs or Madams: We are qualified lawyers of the People’s Republic of China (“PRC” or]

By | 2016-04-02T13:40:16+00:00 October 22nd, 2013|Categories: Chinese Stocks, WBAI, Webplus ver|Tags: , , , , , |0 Comments
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GOMO [Sungy Mobile] F-1: (Original Filing)

[SUBJECT TO COMPLETION, DATED , 2013 American Depositary Shares Sungy Mobile Limited Representing Class A Ordinary Shares This is an initial public offering of American Depositary Shares, or ADSs, of Sungy Mobile Limited. Sungy Mobile Limited is offering ADSs[, and the selling shareholders are offering ADSs]. Each ADS represents Class A ordinary shares, par value US$0.0001 per share. We are] [THE COMPANIES LAW (2012 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SIXTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SUNGY MOBILE LIMITED (adopted by special resolutions passed on October 8, 2013) THE COMPANIES LAW (2012 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SUNGY MOBILE LIMITED (adopted] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SUNGY MOBILE LIMITED (adopted by a Special Resolution passed on October 18, 2013 and effective conditional and immediately upon the effectiveness of the Registration Statement on Form F-1 relating to the initial public offering of the Company’s American] [TRANSFER I (the Transferor) for the value received DO HEREBY transfer to (the Transferee) the shares standing in my name in the undertaking called SUNGY MOBILE LIMITED To hold the same unto the Transferee Dated Signed by the Transferor in the presence of: Witness Transferor EX-4.2 4 d573845dex42.htm EX-4.2] [GO INNOVATION INC. THE SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Dated as of September ____1______, 2013 TABLE OF CONTENTS 1. Certain Definitions 5 2. Financial Statements and Reports and Information and Inspection Rights 12 3. Election of Directors; Management 13 4. Right of Participation 15 5. Right of First Refusal; Co-Sale Right 17 6. 25] [Our ref SSY/683638-000001/6469746v2 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com Sungy Mobile Limited Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 People’s Republic of China — [ Dear Sirs Sungy Mobile Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Sungy Mobile Limited (the “ 1] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 OFFICES FIRM/AFFILIATE TEL: (213) 687-5000 BOSTON FAX: (213) 687-5600 CHICAGO www.skadden.com HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT October 22, 2013 HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY Sungy Mobile Limited Floor 17, Tower A,] [20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 8519-1300 F: (86-10) 8519-1350 junhebj@junhe.com Confidential To: SUNGY MOBILE LIMITED Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 People’s Republic of China October 22, 2013 Dear Sir or Madam, We are qualified lawyers of the People’s Republic of China (the] [SUNGY MOBILE LIMITED AMENDED AND RESTATED 2006 GLOBAL SHARE PLAN Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b) “ Applicable Law (c) “ Award (d) “ Award Agreement (e) “ Board (f) “ Change in Control (g) “ (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)] [SUNGY MOBILE LIMITED AMENDED AND RESTATED 2010 GLOBAL SHARE PLAN Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b) “ Applicable Law (c) “ Award (d) “ Award Agreement (e) “ Board (f) “ Change in Control (g) “ (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)] [FORM OF DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of 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 WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee] [FORM OF EMPLOYMENT AGREEMENT Group This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (4) Schedule 1 Jiubang Subsidiaries Each and all entities listed in (5) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (6) Yuqiang Deng (7) Xiangdong Zhang] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (4) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders 1 Party Parties (Each] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (3) Schedule 1 Jiubang Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Jiubang Digital and each of Jiubang Subsidiaries, a “ RECITALS WHEREAS WHEREAS 1 NOW,] [LOAN AGREEMENT Agreement This Loan Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. Party A China (2) Yuqiang Deng Party B (3) Guangzhou Jiubang Digital Technology Co., Ltd. Party C 1. Loan RMB7,200,000 Loan 1.1 Subject to the terms and conditions of this Agreement, Party A agrees to provide to Party B a loan at the principal amount] [LOAN AGREEMENT Agreement This Loan Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. Party A China (2) Xiangdong Zhang Party B (3) Guangzhou Jiubang Digital Technology Co., Ltd. Party C 1. Loan RMB1,800,000 Loan 1.1 Subject to the terms and conditions of this Agreement, Party A agrees to provide to Party B a loan at the principal amount] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this “ Sungy Data Ltd. Sungy Data Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders 1 Party Parties (Each of Sungy Data, WFOE, Jiubang Digital and each of the] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of WFOE, Jiubang Digital and each of the Shareholders, a “ 1 RECITALS] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Schedule 1 Sanju Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang (7) Yingming Chang Shareholders 1 Party Parties (Each of] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Sanju Advertising and] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (3) Schedule 1 Sanju Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Sanju Advertising and each of Sanju Subsidiaries, a “ RECITALS WHEREAS WHEREAS 1 NOW,] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Sanju Advertising and each of the Shareholders, a “] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (3) Yuqiang Deng (4) Xiangdong Zhang (5) Yingming Chang Shareholders Party Parties (Each of WFOE, Sanju Advertising and each of the Shareholders, a “ 1 RECITALS (A) WHEREAS (B) WHEREAS Service Agreement] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Schedule 1 Hengye Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang (7) Yingming Chang Shareholders 1 Party Parties (Each of] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Guangzhou Hengye and] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (3) Schedule 1 Hengye Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Guangzhou Hengye and each of Hengye Subsidiaries, a “ RECITALS WHEREAS WHEREAS 1 NOW,] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Guangzhou Hengye and each of the Shareholders, a “] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (3) Yuqiang Deng (4) Xiangdong Zhang (5) Yingming Chang Shareholders Party Parties (Each of WFOE, Guangzhou Hengye and each of the Shareholders, a “ RECITALS (A) WHEREAS 1 (B) WHEREAS Service Agreement] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Schedule 1 Zhiteng Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng Computer and each of the] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (3) Schedule 1 Zhiteng Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Zhiteng Computer and each of Zhiteng Subsidiaries, a “ RECITALS (A) WHEREAS 1 (B) WHEREAS NOW, THEREFORE AGREEMENT 1. Provision of] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng Computer and each of the Shareholders, a “ 1 RECITALS (A)] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (3) Yuqiang Deng (4) Xiangdong Zhang Shareholders Party Parties (Each of WFOE, Zhiteng Computer and each of the Shareholders, a “ RECITALS (A) WHEREAS 1 (B) WHEREAS Service Agreement (C) WHEREAS Business] [SPOUSAL CONSENT EX-10.27 35 d573845dex1027.htm EX-10.27] [SPOUSAL CONSENT EX-10.28 36 d573845dex1028.htm EX-10.28] [SUPPLEMENTARY AGREEMENT TO CERTAIN DOCUMENTS IN RELATION TO VARIABLE INTEREST ENTITIES Agreement This Supplementary Agreement (the “ (1) Sungy Mobile Limited Sungy (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (4) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (5) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (6) Guangzhou] [SUNGY MOBILE LIMITED 2013 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Sungy Mobile Limited 2013 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] [List of Significant Subsidiaries of Sungy Mobile Limited Name Jurisdiction of incorporation Relationship with the Jiubang Computer Technology (Guangzhou) Co., Ltd. PRC Wholly-owned subsidiary XMedia Technologies Ltd Cayman Islands Wholly-owned subsidiary XMedia Technologies Limited Hong Kong Wholly-owned subsidiary Beijing XMedia Science and Technology Co., Ltd. PRC Wholly-owned subsidiary Guangzhou Jiubang Digital Technology Co., Ltd. PRC Variable interest entity Guangzhou Sanju] [Consent of Independent Registered Public Accounting Firm The Board of Directors Sungy Mobile Limited: We consent to the use of our report included herein and to the reference to our firm under the heading “Experts” in the registration statement. Beijing, China October 22, 2013 EX-23.1 40 d573845dex231.htm EX-23.1] [Consent of App Annie Limited 10/17/2013 Sungy Mobile Limited Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 People’s Republic of China Ladies and Gentlemen: Yours faithfully For and on behalf of App Annie Limited Bertrand Schmitt Director 1 Appendix A 1. We were one of the top three publishers worldwide on Google] [Sungy Mobile Limited Code of Business Conduct and Ethics Purpose Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • • • prompt internal reporting of violations] [20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 8519-1300 F: (86-10) 8519-1350 junhebj@junhe.com Confidential To: SUNGY MOBILE LIMITED Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 People’s Republic of China October 22, 2013 Dear Sir or Madam, We are qualified lawyers of the People’s Republic of China (the]

By | 2016-03-26T20:22:38+00:00 October 22nd, 2013|Categories: Chinese Stocks, GOMO, SEC Original|Tags: , , , , , |0 Comments
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GOMO [Sungy Mobile] F-1: SUBJECT TO COMPLETION, DATED , 2013 American Depositary

[SUBJECT TO COMPLETION, DATED , 2013 American Depositary Shares Sungy Mobile Limited Representing Class A Ordinary Shares This is an initial public offering of American Depositary Shares, or ADSs, of Sungy Mobile Limited. Sungy Mobile Limited is offering ADSs[, and the selling shareholders are offering ADSs]. Each ADS represents Class A ordinary shares, par value US$0.0001 per share. We are] [THE COMPANIES LAW (2012 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SIXTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SUNGY MOBILE LIMITED (adopted by special resolutions passed on October 8, 2013) THE COMPANIES LAW (2012 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SUNGY MOBILE LIMITED (adopted] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SUNGY MOBILE LIMITED (adopted by a Special Resolution passed on October 18, 2013 and effective conditional and immediately upon the effectiveness of the Registration Statement on Form F-1 relating to the initial public offering of the Company’s American] [TRANSFER I (the Transferor) for the value received DO HEREBY transfer to (the Transferee) the shares standing in my name in the undertaking called SUNGY MOBILE LIMITED To hold the same unto the Transferee Dated Signed by the Transferor in the presence of: Witness Transferor EX-4.2 4 d573845dex42.htm EX-4.2] [GO INNOVATION INC. THE SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Dated as of September ____1______, 2013 TABLE OF CONTENTS 1. Certain Definitions 5 2. Financial Statements and Reports and Information and Inspection Rights 12 3. Election of Directors; Management 13 4. Right of Participation 15 5. Right of First Refusal; Co-Sale Right 17 6. 25] [Our ref SSY/683638-000001/6469746v2 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com Sungy Mobile Limited Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 People’s Republic of China — [ Dear Sirs Sungy Mobile Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Sungy Mobile Limited (the “ 1] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 OFFICES FIRM/AFFILIATE TEL: (213) 687-5000 BOSTON FAX: (213) 687-5600 CHICAGO www.skadden.com HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT October 22, 2013 HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY Sungy Mobile Limited Floor 17, Tower A,] [20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 8519-1300 F: (86-10) 8519-1350 junhebj@junhe.com Confidential To: SUNGY MOBILE LIMITED Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 People’s Republic of China October 22, 2013 Dear Sir or Madam, We are qualified lawyers of the People’s Republic of China (the] [SUNGY MOBILE LIMITED AMENDED AND RESTATED 2006 GLOBAL SHARE PLAN Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b) “ Applicable Law (c) “ Award (d) “ Award Agreement (e) “ Board (f) “ Change in Control (g) “ (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)] [SUNGY MOBILE LIMITED AMENDED AND RESTATED 2010 GLOBAL SHARE PLAN Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b) “ Applicable Law (c) “ Award (d) “ Award Agreement (e) “ Board (f) “ Change in Control (g) “ (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)] [FORM OF DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of 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 WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee] [FORM OF EMPLOYMENT AGREEMENT Group This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (4) Schedule 1 Jiubang Subsidiaries Each and all entities listed in (5) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (6) Yuqiang Deng (7) Xiangdong Zhang] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (4) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders 1 Party Parties (Each] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (3) Schedule 1 Jiubang Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Jiubang Digital and each of Jiubang Subsidiaries, a “ RECITALS WHEREAS WHEREAS 1 NOW,] [LOAN AGREEMENT Agreement This Loan Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. Party A China (2) Yuqiang Deng Party B (3) Guangzhou Jiubang Digital Technology Co., Ltd. Party C 1. Loan RMB7,200,000 Loan 1.1 Subject to the terms and conditions of this Agreement, Party A agrees to provide to Party B a loan at the principal amount] [LOAN AGREEMENT Agreement This Loan Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. Party A China (2) Xiangdong Zhang Party B (3) Guangzhou Jiubang Digital Technology Co., Ltd. Party C 1. Loan RMB1,800,000 Loan 1.1 Subject to the terms and conditions of this Agreement, Party A agrees to provide to Party B a loan at the principal amount] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this “ Sungy Data Ltd. Sungy Data Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders 1 Party Parties (Each of Sungy Data, WFOE, Jiubang Digital and each of the] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of WFOE, Jiubang Digital and each of the Shareholders, a “ 1 RECITALS] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Schedule 1 Sanju Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang (7) Yingming Chang Shareholders 1 Party Parties (Each of] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Sanju Advertising and] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (3) Schedule 1 Sanju Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Sanju Advertising and each of Sanju Subsidiaries, a “ RECITALS WHEREAS WHEREAS 1 NOW,] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Sanju Advertising and each of the Shareholders, a “] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (3) Yuqiang Deng (4) Xiangdong Zhang (5) Yingming Chang Shareholders Party Parties (Each of WFOE, Sanju Advertising and each of the Shareholders, a “ 1 RECITALS (A) WHEREAS (B) WHEREAS Service Agreement] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Schedule 1 Hengye Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang (7) Yingming Chang Shareholders 1 Party Parties (Each of] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Guangzhou Hengye and] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (3) Schedule 1 Hengye Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Guangzhou Hengye and each of Hengye Subsidiaries, a “ RECITALS WHEREAS WHEREAS 1 NOW,] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Guangzhou Hengye and each of the Shareholders, a “] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (3) Yuqiang Deng (4) Xiangdong Zhang (5) Yingming Chang Shareholders Party Parties (Each of WFOE, Guangzhou Hengye and each of the Shareholders, a “ RECITALS (A) WHEREAS 1 (B) WHEREAS Service Agreement] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Schedule 1 Zhiteng Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng Computer and each of the] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (3) Schedule 1 Zhiteng Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Zhiteng Computer and each of Zhiteng Subsidiaries, a “ RECITALS (A) WHEREAS 1 (B) WHEREAS NOW, THEREFORE AGREEMENT 1. Provision of] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng Computer and each of the Shareholders, a “ 1 RECITALS (A)] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (3) Yuqiang Deng (4) Xiangdong Zhang Shareholders Party Parties (Each of WFOE, Zhiteng Computer and each of the Shareholders, a “ RECITALS (A) WHEREAS 1 (B) WHEREAS Service Agreement (C) WHEREAS Business] [SPOUSAL CONSENT EX-10.27 35 d573845dex1027.htm EX-10.27] [SPOUSAL CONSENT EX-10.28 36 d573845dex1028.htm EX-10.28] [SUPPLEMENTARY AGREEMENT TO CERTAIN DOCUMENTS IN RELATION TO VARIABLE INTEREST ENTITIES Agreement This Supplementary Agreement (the “ (1) Sungy Mobile Limited Sungy (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (4) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (5) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (6) Guangzhou] [SUNGY MOBILE LIMITED 2013 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Sungy Mobile Limited 2013 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] [List of Significant Subsidiaries of Sungy Mobile Limited Name Jurisdiction of incorporation Relationship with the Jiubang Computer Technology (Guangzhou) Co., Ltd. PRC Wholly-owned subsidiary XMedia Technologies Ltd Cayman Islands Wholly-owned subsidiary XMedia Technologies Limited Hong Kong Wholly-owned subsidiary Beijing XMedia Science and Technology Co., Ltd. PRC Wholly-owned subsidiary Guangzhou Jiubang Digital Technology Co., Ltd. PRC Variable interest entity Guangzhou Sanju] [Consent of Independent Registered Public Accounting Firm The Board of Directors Sungy Mobile Limited: We consent to the use of our report included herein and to the reference to our firm under the heading “Experts” in the registration statement. Beijing, China October 22, 2013 EX-23.1 40 d573845dex231.htm EX-23.1] [Consent of App Annie Limited 10/17/2013 Sungy Mobile Limited Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 People’s Republic of China Ladies and Gentlemen: Yours faithfully For and on behalf of App Annie Limited Bertrand Schmitt Director 1 Appendix A 1. We were one of the top three publishers worldwide on Google] [Sungy Mobile Limited Code of Business Conduct and Ethics Purpose Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • • • prompt internal reporting of violations] [20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 8519-1300 F: (86-10) 8519-1350 junhebj@junhe.com Confidential To: SUNGY MOBILE LIMITED Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 People’s Republic of China October 22, 2013 Dear Sir or Madam, We are qualified lawyers of the People’s Republic of China (the]

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WBAI [500.com] F-1: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering (1)(2) price Amount of registration fee (3) Class A ordinary shares, par value US$0.00005 per share US$150,000,000 US$19,320 (1) (2) (3) Form F-6 Subject to Completion, Dated , 2013. 500.com Limited American Depositary Shares Representing Class A Ordinary Shares This is the initial] [THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF FINE SUCCESS LIMITED 1. The name of the Company is Fine Success Limited 2. The Registered Office of the Company shall be at the offices of Corporate Filing Services Limited, 4th Floor, Harbour Centre, P.O. Box 613, Grand Cayman KY1-1107,] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF 500.COM LIMITED (Adopted by a Special Resolution passed on October 21, 2013 and effective conditional and immediately upon the completion of the Company’s initial public offering of Class A Ordinary Shares represented by American Depositary Shares) THE] [Execution Version 500.COM LIMITED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT Agreement Company Investor parties party This CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “ Principal Amount WHEREAS, on the terms and subject to the conditions set forth herein, the Investor desires to purchase from the Company, and the Company desires to sell to the Investor, a convertible promissory note in the principal] [EXECUTION VERSION SHARE PURCHASE AGREEMENT by and between 500.COM LIMITED and SEQUOIA CAPITAL 2010 CGF HOLDCO, LTD OCTOBER 20, 2013 Table of Contents ARTICLE I DEFINITIONS 1 1.1 Definitions 1 ARTICLE II PURCHASE AND SALE OF CLASS B ORDINARY SHARES 3 2.1 Purchase and Sale of Post-IPO Class B Shares from the Company 3 2.2 Closing 3 4 3.1 Corporate] [Our ref DLK/663980-000001/6481141v2 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com Subject to review and amendment 500.com Limited 500.com Building Shenxianling Sports Center Longgang District Shenzhen 518115 People’s Republic of China 2013 Dear Sirs 500.com Limited Company Registration Statement Commission Offering ADSs Shares We have acted as Cayman Islands legal advisers to 500.com Limited (the “ 1 Documents Reviewed For the] [SIMPSON THACHER & BARTLETT LLP 425 LEXINGTON AVENUE NEW YORK, N.Y. 10017-3954 (212) 455-2000 FACSIMLLE: (212) 455-2502 DIRECT DIAL NUMBER E-MAIL ADDRESS October 21, 2013 500.com Limited 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Ladies and Gentlemen: “Company”), “Registration Statement”), “Commission”) We have examined the Registration Statement. In addition, we have examined, and have] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T October 21, 2013 To: 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Dear Sirs or Madams: We are qualified lawyers of the People’s Republic of China (the “PRC”] [FINE SUCCESS LIMITED 2011 SHARE INCENTIVE PLAN Purpose of the Plan 1. The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing] [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] [500.COM LIMITED FORM OF EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement, dated as of , 20 (this “Agreement”), is executed by and between 500.com Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”) and (holding passport of with passport number of /PRC Identification Card No. ) (the “Executive”). RECITALS NOW,] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”). Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Address: 602-B, Building No.9, Shenzhen Software Park (II), No.1, Keji Middle Road II, High-tech Middle] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd., Party B: Fu Jiepin, Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Fu Jiepin Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Pledgee,] [Power of Attorney I, Fu Jiepin, a Chinese citizen with Chinese Identification Card No.: 44010519670129001X, and a holder of 18.843% of the entire registered capital in Shenzhen E-Sun Network Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Li He Party C: Shenzhen E-Sun Network Co., Ltd. In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Li He Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Pledgee,] [Power of Attorney I, Li He, a Chinese citizen with Chinese Identification Card No.:532721195805190015, and a holder of 14.333% of the entire registered capital in Shenzhen E-Sun Network Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power of] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Li Xue Party C: Shenzhen E-Sun Network Co., Ltd. In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Li Xue Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Pledgee,] [Power of Attorney I, Li Xue, a Chinese citizen with Chinese Identification Card No.: 532228196412241944, and a holder of 11% of the entire registered capital in Shenzhen E-Sun Network Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Yuan Ping Party C: Shenzhen E-Sun Network Co., Ltd. In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Yuan Ping Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Pledgee,] [Power of Attorney I, Yuan Ping, a Chinese citizen with Chinese Identification Card No.: 420106196803074927, and a holder of 23.843% of the entire registered capital in Shenzhen E-Sun Network Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Option Agreement nd This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the 2 Party A: E-Sun Sky Computer (Shenzhen) Co., Party B: Zou Bo, Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party” respectively,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on May 2nd, 2013 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Party B: Zou Bo Party C: Shenzhen E-Sun Network Co., Ltd. In this Agreement, each of Pledgee,] [Power of Attorney I, Zou Bo, a Chinese citizen with Chinese Identification Card No.: 440306197007160030, and a holder of 17.101% of the entire registered capital in Shenzhen E-Sun Network Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Zou Ying Party C: Shenzhen E-Sun Network Co., Ltd. In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Zou Ying Party C: Shenzhen E-Sun Network Co., Ltd., In this Agreement, each of Pledgee,] [Power of Attorney I, Zou Ying, a Chinese citizen with Chinese Identification Card No.:421003197812020016, and a holder of 14.88% of the entire registered capital in Shenzhen E-Sun Network Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power of] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”). Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. 602-B, Building No.9, Shenzhen Software Park (II), No.1, Keji Middle Road, Gaoxin Middle Zone, Nanshan] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Wang Ying Party C: Shenzhen Guangtiandi Technology Co., Ltd., In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Wang Ying Party C: Shenzhen Guangtiandi Technology Co., Ltd. In this Agreement, each of Pledgee,] [Power of Attorney I, Wang Ying, a Chinese citizen with Chinese Identification Card No.: 422801198308030625, and a holder of 50% of the entire registered capital in Shenzhen Guangtiandi Technology Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Option Agreement nd This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the 2 Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Party B: Yuan Liangdong, Party C: Shenzhen Guangtiandi Technology Co., Ltd., In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party”] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on May 2, 2013 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Party B: Yuan Liangdong Party C: Shenzhen Guangtiandi Technology Co., Ltd., In this Agreement, each of Pledgee,] [Power of Attorney I, Yuan Liangdong, a Chinese citizen with Chinese Identification Card No.: 422801198302140612, and a holder of 50% of the entire registered capital in Shenzhen Guangtiandi Technology Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”). Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Address: 602-B, Building No.9, Shenzhen Software Park (II), No.1, Keji Middle Road, Gaoxin Middle Zone,] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Li Jin, Party C: Shenzhen Youlanguang Technology Co., Ltd., In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Li Jin Party C: Shenzhen Youlanguang Technology Co., Ltd. In this Agreement, each of Pledgee,] [Power of Attorney I, Li Jin, a Chinese citizen with Chinese Identification Card No.: 422801197310150699, and a holder of 50% of the entire registered capital in Shenzhen Youlanguang Technology Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Zhang Jing, Party C: Shenzhen Youlanguang Technology Co., Ltd., In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”): Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd Party B: Zhang Jing Party C: Shenzhen Youlanguang Technology Co., Ltd. In this Agreement, each of Pledgee,] [Power of Attorney I, Zhang Jing, a Chinese citizen with Chinese Identification Card No.: 422802198106210042, and a holder of 50% of the entire registered capital in Shenzhen Youlanguang Technology Co., Ltd. (the “Company”) (“My Shareholding”), hereby irrevocably authorize E-Sun Sky Computer (Shenzhen) Co., Ltd. (“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power] [ERTAIN INFORMATION INDICATED BY ASTERISKS IN THIS HAS BEEN OMITTED AND FILED C SEPARATELY WITH THE ECURITIES AND XCHANGE OMMISSION ONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION O OPERATION GREEMENT C This co-operation agreement (this “Agreement”) is entered into and is effective as of January 1, 2011, signed at Nanchang, Jiangxi Province, by and between the] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on June 1, 2011 in Shenzhen, the People’s Republic of China (“China” or the “PRC”). Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Address: 602-B, Building No.9, Shenzhen Software Park (II), No.1, Keji Middle Road II, High-tech Middle] [SUPPLEMENTARY AGREEMENT THIS SUPPLEMENTARY AGREEMENT is made and entered into as of November 20, 2012 in Shenzhen, the People’s Republic of China (PRC) by and among: Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Party B: Wang Ying and Zhang Shijie Party C: Shenzhen Guangtiandi Technology Co., Ltd. Party A Party B Party C ( WHEREAS: The Parties entered into] [SUPPLEMENTARY AGREEMENT THIS SUPPLEMENTARY AGREEMENT is made and entered into as of November 20, 2012 in Shenzhen, the People’s Republic of China (PRC) by and among: Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Party B: Fu Jieping Li He Li Xue Yuan Ping Zou Bo Zou Ying Xu xiaojun Guangzhou Shulian Information Investment Co., Ltd Party C: Shenzhen E-Sun] [SUPPLEMENTARY AGREEMENT THIS SUPPLEMENTARY AGREEMENT is made and entered into as of November 20, 2012 in Shenzhen, the People’s Republic of China (PRC) by and among: Party A: E-Sun Sky Computer (Shenzhen) Co., Ltd. Party B: Zhang Jing and Li Jin Party C: Shenzhen Youlanguang Technology Ltd. (Party A, Party B and Party C, each a “Party”, collectively the “Parties”)] [Confirmation Letter Whereas: A. E-Sun Network Supplementary Agreement E-Sun Sky Computer (Shenzhen) Co., Ltd., Fu Jiepin (Chinese Identification No.: 44010519670129001X), Li He (Chinese Identification No.: 532721195805190015), Li Xue (Chinese Identification No.: 532228196412241944), Yuan Ping (Chinese Identification No.: 420106196803074927), Zou Bo (Chinese Identification No.: 440306197007160030), Zou Ying (Chinese Identification No.: 421003197812020016), Xu Xiaojun (Chinese Identification No.: 320121197809193139), Guangzhou Shu Lian Information] [Confirmation Letter Whereas: A. Guangtiandi Supplementary Agreement E-Sun Sky Computer (Shenzhen) Co., Ltd., Wang Ying (Chinese Identification No.: 422801198308030625), Zhang Shijie (Chinese Identification No.: 659001197510133418) and Shenzhen Guangtiandi Technology Co., Ltd. (“ B. Yuan Liangdong (Chinese Identification No.: 422801198302140612) purchased the equity interest held by Zhang Shijie in Guangtiandi and registered as the shareholder of Guangtiandi on March 27, 2013.] [List of Subsidiaries and Consolidated Affiliated Entities of 500.com Limited Subsidiaries: Fine Brand Limited, a British Virgin Islands company 500wan HK Limited, a Hong Kong company E-Sun Sky Computer (Shenzhen) Co., Ltd., a PRC company Consolidated Affiliated Entities: Shenzhen E-Sun Network Co., Ltd., a PRC company Shenzhen E-Sun Sky Network Technology Co., Ltd., a PRC company Shenzhen Youlanguang Technology Co.,] [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 April 26, 2013, in the Registration Statement (Form F-1) and related Prospectus of 500.com Limited dated October 22, 2013. Shenzhen, the People’s Republic of China October 22, 2013 EX-23.1 53 d138068dex231.htm EX-23.1] [500wan.com Limited th 6 Shenzhen Software Park Keji Zhongerlu, Nanshan District Shenzhen, 518057 Consent Zongwei Li Dated: September 6, 2011 EX-23.5 54 d138068dex235.htm EX-23.5] [500wan.com Limited th 6 Shenzhen Software Park Keji Zhongerlu, Nanshan District Shenzhen, 518057 Consent Lei Liang Dated: September 6, 2011 EX-23.6 55 d138068dex236.htm EX-23.6] [Consent of iResearch Consulting Group October 22, 2013 500.com Limited 500.com Building Shenxianling Sports Center Longgang District, Shenzhen 518115 People’s Republic of China Ladies and Gentlemen: iResearch Consulting Group further consent to inclusion of information, data and statements from the report entitled “China Lottery Industry Research Report” (the “Report”) in the Company’s Registration Statement and the SEC Filings, and citation] [CODE OF BUSINESS CONDUCT AND ETHICS OF 500.COM LIMITED INTRODUCTION Company Code 500.com Limited. and its subsidiaries (collectively the “ employees executive officers This Code applies to all of the directors, officers, employees and advisors of the Company, whether they work for the Company on a full-time, part-time, consultative, or temporary basis. We refer to these persons as our “] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T [ ], 2013 To: 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Dear Sirs or Madams: We are qualified lawyers of the People’s Republic of China (“PRC” or]

By | 2016-04-02T13:39:19+00:00 October 22nd, 2013|Categories: Chinese Stocks, SEC Original, WBAI|Tags: , , , , , |0 Comments
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QUNR [Qunar Cayman Islands] F-1: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) (2) Proposed Maximum Amount Of Class B Ordinary shares, par value US$0.001 per share (3) US$125,000,000 US$17,050 (1) (2) (3) American depositary shares issuable upon deposit of the Class B ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 to] [THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF QUNAR CAYMAN ISLANDS LIMITED (adopted by a special resolution passed and effective on July 3, 2013) THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF QUNAR CAYMAN] [EXECUTION VERSION QUNAR CAYMAN ISLANDS LIMITED AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT among QUNAR CAYMAN ISLANDS LIMITED BAIDU HOLDINGS LIMITED and OTHER SHAREHOLDERS PARTY HERETO dated as of July 20, 2011 TABLE OF CONTENTS Page 1. Registration Rights 1 1.1 Definitions 1 1.2 Request for Registration 3 1.3 Company Registration 5 1.4 Form S-3 or F-3 Registration] [EXECUTION VERSION QUNAR CAYMAN ISLANDS LIMITED TRANSFER OF SHARES AGREEMENT Agreement Company Baidu Founder Founders Key Shareholders Deed of Adherence Minority Shareholders Shareholders Non-Founder Shareholders This Transfer of Shares Agreement (this “ RECITALS Ordinary Shares Purchase Agreement Ordinary Shares A. The Company and Baidu are parties to that certain Ordinary Shares Purchase Agreement dated as of June 24, 2011 (the] [EXECUTION VERSION QUNAR CAYMAN ISLANDS LIMITED AMENDED AND RESTATED VOTING AGREEMENT Agreement Company Baidu Key Shareholders Deed of Adherence Minority Shareholder Minority Shareholders Shareholders This Amended and Restated Voting Agreement (this “ RECITALS Ordinary Shares Purchase Agreement Ordinary Shares A. The Company and Baidu are parties to that certain Ordinary Shares Purchase Agreement dated as of June 24, 2011 (the] [EXECUTION VERSION ORDINARY SHARES PURCHASE AGREEMENT between QUNAR CAYMAN ISLANDS LIMITED and BAIDU HOLDINGS LIMITED dated as of June 24, 2011 TABLE OF CONTENTS Page 1. Purchase and Sale of Ordinary Shares 2 1.1 Sale and Issuance of Ordinary Shares 2 1.2 Closing; Delivery 2 1.3 Defined Terms Used in this Agreement 3 2.] [UNAR AYMAN SLANDS IMITED Q MENDED AND ESTATED HARE LAN A ADOPTED ON NOVEMBER 8, 2007 AMENDED ON JULY 30, 2010 AMENDED ON JUNE 22, 2011 AMENDED ON DECEMBER 29, 2011 AMENDED ON AUGUST 10, 2012 AMENDED ON SEPTEMBER 24, 2013 TABLE OF CONTENTS Page SECTION 1. Establishment And Purpose 1 SECTION 2. Administration 1 (a) Committees of the Board] [FORM OF INDEMNIFICATION AGREEMENT QUNAR CAYMAN ISLANDS LIMITED Agreement Company Indemnitee This Indemnification Agreement (this “ W I T N E S S E T H: WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or executive officers unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and] [EMPLOYMENT AGREEMENT Agreement Company Executive This Employment Agreement (the “ WHEREAS, the Company and Executive wish to enter into an employment agreement whereby the Executive will be employed by the Company in accordance with the terms and conditions stated below; NOW, THEREFORE, the parties hereby agree as follows: ARTICLE 1 MPLOYMENT UTIES ND ESPONSIBILITIES E . Employment. Section 1.01 .] [Restated Exclusive Technical Consulting and Services Agreement between Beijing Qu Na Information Technology Co., Ltd. and Beijing Qunar Software Technology Co., Ltd. October 10, 2012 TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 4 2. INTELLECTUAL PROPERTY RIGHTS 4 3. SERVICE FEE AND PAYMENT 4 4. 4 5. CONFIDENTIALITY] [Restated Loan Agreement among Beijing Qunar Software Technology Co., Ltd. ZHANG Dongchen And ZHUANG Chenchao October 10, 2012 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2. LOANS 4 3. CONDITIONS PRECEDENT 6 4. 7] [Restated Equity Option Agreement Among Qunar Cayman Islands Limited Beijing Qunar Software Technology Co., Ltd. ZHANG Dongchen ZHUANG Chenchao And Beijing Qu Na Information Technology Co., Ltd. October 10, 2012 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2. PURCHASE AND SALE OF EQUITY INTEREST 5 3. UNDERTAKINGS 7 4.] [EQUITY INTEREST PLEDGE AGREEMENT among Beijing Qunar Software Technology Co., Ltd. and ZHUANG Chenchao and ZHANG Dongchen October 10, 2012 Agreement PRC This Equity Interest Pledge Agreement (this “ Pledgee: Beijing Qunar Software Technology Co., Ltd. Registered Address: Room 1701-1707, 1710-1720,17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing, China. Legal Representative: Tang Hesong Pledgors: Zhuang] [Dated: April 12, 2013 POWER OF ATTORNEY POA I, Zhuang Chenchao (ID card no. 310107197603264035) hereby irrevocably authorize any individual appointed, in writing, by Beijing Qunar Software Technology Co., Ltd. , who is approved by Qunar Cayman Islands Limited (Authorizee) to solely exercise , in the manner as approved by Qunar Cayman Islands Limited the following powers and rights during] [Supplementary Agreement to the Control Documents Agreement PRC This Supplementary Agreement to the Control Documents ( by and among (1) WFOE Beijing Qunar Software Technology Co., Ltd. ( (2) ( Beijing Qunar Beijing Qu Na Information Technology Co., Ltd. (3) Qunar Cayman Qunar Cayman Islands Limited, a Cayman Islands exempted company ( (4) Shareholder A Zhuang Chenchao, a PRC citizen,] [BUSINESS COOPERATION AGREEMENT Agreement Qunar Baidu BUSINESS COOPERATION AGREEMENT (this “ WITNESSETH: Ordinary Shares Purchase Agreement WHEREAS, Qunar and Baidu Holdings Limited, a wholly-owned subsidiary of Baidu, are parties to an Ordinary Shares Purchase Agreement dated as of June 24, 2011 (the “ NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Company Qunar Cayman Islands Limited, Limited, a company incorporated in the Cayman Islands (the “ (2) Purchaser Jaguarundi Partners, LLC, a limited liability company incorporated in the State of Delaware (the “ Party, Parties The Purchaser and the Company are sometimes herein referred to each as a “ W] [September 30, 2013 100 F Street, N.E. Commissioners, Very truly yours, PricewaterhouseCoopers Zhong Tian LLP (successor to PricewaterhouseCoopers Zhong Tian CPAs Limited Company) Beijing, the People’s Republic of China EX-16.1 18 d360161dex161.htm EX-16.1] [Place of Incorporation Subsidiaries Queen’s Road Investment Management Limited Hong Kong Beijing Qunar Software Technology Company Limited People’s Republic of China Shanghai Qianlima Network Technology Co. Ltd. People’s Republic of China Variable Interest Entity Beijing Qu Na Information Technology Company Limited People’s Republic of China Subsidiaries of Variable Interest Entity Beijing Jia Xin Hao Yuan Information Technology Company Ltd. People’s] [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 April 12, 2013, in the Registration Statement (Form F-1) and related Prospectus of Qunar Cayman Islands Limited for the registration of its ordinary shares. Beijing, People’s Republic of China September 30, 2013 EX-23.1] [QUNAR CAYMAN ISLANDS LIMITED Code of Business Conduct and Ethics Adopted August 27, 2013 Introduction Code This Code of Business Conduct and Ethics (the “ We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business activities, including, but not limited to,] [Qunar Cayman Islands Limited 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing 100080 The People’s Republic of China Dear Sirs/Madams: Re: Qunar Cayman Islands Limited PRC Company Registration Statement Offering ADSs Ordinary Shares Offered Securities We are qualified lawyers of the People’s Republic of China (the “ Opinion With respect to the Offering, you have]

By | 2016-03-30T17:01:19+00:00 September 30th, 2013|Categories: Chinese Stocks, QUNR, SEC Original|Tags: , , , , , |0 Comments
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