[SHARE EXCHANGE AGREEMENT by and among CTRIP.COM INTERNATIONAL, LTD. BAIDU HOLDINGS LIMITED and BAIDU, INC. Dated as of October 24, 2015 TABLE OF CONTENTS Article I DEFINITIONS 1 Section 1.1 Defined Terms 1 Section 1.2 Interpretation and Rules of Construction 7 Article II SHARE EXCHANGE 7 Section 2.1 Share Exchange 7 Section 2.2 Closing 8 Section 2.3 Closing Deliveries by] []
[SHARE EXCHANGE AGREEMENT by and among CTRIP.COM INTERNATIONAL, LTD. BAIDU HOLDINGS LIMITED and BAIDU, INC. Dated as of October 24, 2015 TABLE OF CONTENTS Article I DEFINITIONS 1 Section 1.1 Defined Terms 1 Section 1.2 Interpretation and Rules of Construction 7 Article II SHARE EXCHANGE 7 Section 2.1 Share Exchange 7 Section 2.2 Closing 8 Section 2.3 Closing Deliveries by] []
[SCHEDULE 13D (Amendment No. )* CTRIP.COM INTERNATIONAL, LTD. (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) 22943F100** (CUSIP Number) Jennifer Xinzhe Li, Chief Financial Officer Telephone: +(86 10) 5992-8888 Email: ir@baidu.com Facsimile: +(86 10) 5992-0000 Baidu Campus No. 10 Shangdi 10th Street, Haidian District, Beijing 100085 The People's Republic of China (Name, Address]
[SCHEDULE 13D (Amendment No. )* CTRIP.COM INTERNATIONAL, LTD. (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) 22943F100** (CUSIP Number) Jennifer Xinzhe Li, Chief Financial Officer Telephone: +(86 10) 5992-8888 Email: ir@baidu.com Facsimile: +(86 10) 5992-0000 Baidu Campus No. 10 Shangdi 10th Street, Haidian District, Beijing 100085 The People's Republic of China (Name, Address]
[SCHEDULE 13D (Amendment No. )* CTRIP.COM INTERNATIONAL, LTD. (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) 22943F100** (CUSIP Number) Jennifer Xinzhe Li, Chief Financial Officer Telephone: +(86 10) 5992-8888 Email: ir@baidu.com Facsimile: +(86 10) 5992-0000 Baidu Campus No. 10 Shangdi 10th Street, Haidian District, Beijing 100085 The People's Republic of China (Name, Address]
[SCHEDULE 13D (Amendment No. )* CTRIP.COM INTERNATIONAL, LTD. (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) 22943F100** (CUSIP Number) Jennifer Xinzhe Li, Chief Financial Officer Telephone: +(86 10) 5992-8888 Email: ir@baidu.com Facsimile: +(86 10) 5992-0000 Baidu Campus No. 10 Shangdi 10th Street, Haidian District, Beijing 100085 The People's Republic of China (Name, Address]
[JOINT FILING AGREEMENT Dated: October 31, 2015 ChinaEquity USD Fortune Co., Ltd. ChinaEquity USD Fund I L.P. ChinaEquity USD Investment GP L.P. ChinaEquity USD Investment Management Co. ChinaEquity Global Holding Co., Ltd. Chaoyong Wang Xu Wang] [July 21, 2015 Company The Board of Directors Dear Sirs and Madams: CNshangquan Leading Capital Consortium Members Transaction We, CNshangquan Limited (“ We believe our proposal provides a very attractive opportunity to the Company’s shareholders. Our proposal represents a premium of approximately 17.6% to the Company’s closing price on July 20, 2015. We are confident that the Transaction can be] [AMENDED AND RESTATED CONSORTIUM AGREEMENT Agreement CNshangquan Leading Capital ChinaEquity Party Parties THIS AMENDED AND RESTATED CONSORTIUM AGREEMENT is made on October 26, 2015 (the “ Original Consortium Agreement Proposal Target Board Target Transaction Exchange Act WHEREAS, on July 21, 2015, CNshangquan and Leading Capital have entered into a Consortium Agreement (the “ WHEREAS, ChinaEquity intended to participate in the] [ChinaEquity USD Fortune Co., Ltd. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. ¨ Number of 6. Citizenship or Place of Organization British Virgin Islands Beneficially Owned by 7. Sole Voting Power Reporting 8. Shared Voting Power 1 36,464,575]
[JOINT FILING AGREEMENT Dated: October 31, 2015 ChinaEquity USD Fortune Co., Ltd. ChinaEquity USD Fund I L.P. ChinaEquity USD Investment GP L.P. ChinaEquity USD Investment Management Co. ChinaEquity Global Holding Co., Ltd. Chaoyong Wang Xu Wang] [July 21, 2015 Company The Board of Directors Dear Sirs and Madams: CNshangquan Leading Capital Consortium Members Transaction We, CNshangquan Limited (“ We believe our proposal provides a very attractive opportunity to the Company’s shareholders. Our proposal represents a premium of approximately 17.6% to the Company’s closing price on July 20, 2015. We are confident that the Transaction can be] [AMENDED AND RESTATED CONSORTIUM AGREEMENT Agreement CNshangquan Leading Capital ChinaEquity Party Parties THIS AMENDED AND RESTATED CONSORTIUM AGREEMENT is made on October 26, 2015 (the “ Original Consortium Agreement Proposal Target Board Target Transaction Exchange Act WHEREAS, on July 21, 2015, CNshangquan and Leading Capital have entered into a Consortium Agreement (the “ WHEREAS, ChinaEquity intended to participate in the] [ChinaEquity USD Fortune Co., Ltd. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. ¨ Number of 6. Citizenship or Place of Organization British Virgin Islands Beneficially Owned by 7. Sole Voting Power Reporting 8. Shared Voting Power 1 36,464,575]
[JOINT FILING AGREEMENT , XIAOPING ZHANG Xiaoping Zhang SHUPING CHI Shuping Chi XIAOFENG ZHANG Xiaofeng Zhang] [PROPOSAL LETTER October 30, 2015 Board of Directors SORL Auto Parts, Inc. No. 1169 Yumeng Road Ruian Economic Development District Ruian City, Zhejiang Province, Zip 325200 People’s Republic of China Dear Members of the Board: We, Xiaoping Zhang, Shuping Chi and Xiaofeng Zhang (collectively, the “Consortium Members”) are pleased to submit this preliminary non-binding proposal (the “Proposal”) to acquire all] [I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Xiaoping Zhang 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS [1] OO 5 ¨ 6 CITIZENSHIP OR PLACE OF ORGANIZATION The People’s Republic of China NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE]
[JOINT FILING AGREEMENT , XIAOPING ZHANG Xiaoping Zhang SHUPING CHI Shuping Chi XIAOFENG ZHANG Xiaofeng Zhang] [PROPOSAL LETTER October 30, 2015 Board of Directors SORL Auto Parts, Inc. No. 1169 Yumeng Road Ruian Economic Development District Ruian City, Zhejiang Province, Zip 325200 People’s Republic of China Dear Members of the Board: We, Xiaoping Zhang, Shuping Chi and Xiaofeng Zhang (collectively, the “Consortium Members”) are pleased to submit this preliminary non-binding proposal (the “Proposal”) to acquire all] [I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Xiaoping Zhang 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS [1] OO 5 ¨ 6 CITIZENSHIP OR PLACE OF ORGANIZATION The People’s Republic of China NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE]
