CREG [CHINA RECYCLING ENERGY] DEF 14A:
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BABA [Alibaba] 6-K: (Original Filing)
[Alibaba Group Announces the Results of a Non-Disciplinary Review by the Hong Kong Takeovers and Mergers Panel The Hong Kong Takeovers and Mergers Panel (the Panel) ruled on April 23, 2016 in a non-disciplinary review of Alibaba Groups 2014 investment into CITIC 21CN Company Limited (HKSE stock code: 241), which was re-named Alibaba Health Information Technology Limited (Alibaba Health), that] [2 ALIBABA GROUP HOLDING LIMITED]
BABA [Alibaba] 6-K: Alibaba Group Announces the Results of a Non-Disciplinary
[Alibaba Group Announces the Results of a Non-Disciplinary Review by the Hong Kong Takeovers and Mergers Panel The Hong Kong Takeovers and Mergers Panel (the Panel) ruled on April 23, 2016 in a non-disciplinary review of Alibaba Groups 2014 investment into CITIC 21CN Company Limited (HKSE stock code: 241), which was re-named Alibaba Health Information Technology Limited (Alibaba Health), that] [2 ALIBABA GROUP HOLDING LIMITED]
CTRP [CTRIP COM INTERNATIONAL] 20-F: (Original Filing)
[FORM 20-F (Mark One) o or x or o For the transition period from to or o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . CTRIP.COM INTERNATIONAL, LTD. N/A Cayman Islands (Jurisdiction of incorporation or organization) 99 Fu Quan Road Shanghai] [TECHNICAL CONSULTING AND SERVICES AGREEMENT Agreement PRC This Technical Consulting and Services Agreement (this (1) Party A (2) Party B WHEREAS (1) (2) (3) NOW, THEREFORE 1. Exclusive Consulting and Service; Sole and Exclusive Rights and Interests 1.1 1.2 1.3 1.4 2. Calculation and Payment of the Consulting and Service Fee 2.1 Service Fees 2.2 3. Representations and 3.1] [LOAN AGREEMENT Agreement PRC This Loan Agreement (this (1) Party A (2) Party B Parties Party (In this Agreement, Party A and Party B are hereinafter collectively referred to as the WHEREAS (1) (2) Ctrip Commerce NOW, THEREFORE 1. Loan 1.1 ￥ Loan 1.2 1.3 1.4 2. Use of Loan 2.1 Party As Designated Person 2.2 3. Term] [EXCLUSIVE CALL OPTION AGREEMENT Agreement PRC This Exclusive Call Option Agreement (this (1) Party A (2) Party B (3) Party C: Parties Party (In this Agreement, Party A, Party B and Party C are hereinafter collectively referred to as the WHEREAS (1) (2) (3) Loan Agreement (4) NOW, THEREFORE 1. Exclusive Call Option 1.1 Grant of Right Party] [EQUITY PLEDGE AGREEMENT Agreement PRC This Equity Pledge Agreement (this (1) Pledgee (2) Pledgor Parties Party (In this Agreement, Pledgee and Pledgor are hereinafter collectively referred to as the WHEREAS (1) Ctrip Commerce (2) (3) (4) Services Agreement (5) Loan Agreement (6) Exclusive Call Option Agreement Principal Agreements (7) NOW, THEREFORE 1. Pledge 1.1 1.2 1.3 Pledged Equity] [POWER OF ATTORNEY PRC Authorizer POA I, __________, citizen of the Peoples Republic of China (the WHEREAS: (1) Company (2) WFOE (3) Attorney-in-Fact Shareholder Rights In consideration of the above, the Authorizer hereby irrevocably nominates, appoints and constitutes the WFOE or its designated person as its attorneyin-fact ( (a) (b) (c) (d) (e) 1 (f) (g) (h) (i) The] [Execution CTRIP.COM INTERNATIONAL, LTD. 1.00% Convertible Senior Notes due 2020 1.99% Convertible Senior Notes due 2025 Purchase Agreement June 18, 2015 J.P. Morgan Securities LLC c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Company Initial Purchasers 2020 Underwritten Securities 2020 Option Securities 2020 Securities Representative 2025 Underwritten Securities 2025 Option Securities 2025] [EXECUTION VERSION CTRIP.COM INTERNATIONAL, LTD. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of June 24, 2015 1.00% Convertible Senior Notes due 2020 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 10 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amount 11] [EXECUTION VERSION CTRIP.COM INTERNATIONAL, LTD. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of June 24, 2015 1.99% Convertible Senior Notes due 2025 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 10] [EXECUTION VERSION CONVERTIBLE NOTE PURCHASE AGREEMENT by and among CTRIP.COM INTERNATIONAL, LTD., GAOLING FUND, L.P. and YHG INVESTMENT, L.P. Dated as of December 9, 2015 Table of Contents ARTICLE I Definitions and Interpretation 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules of Construction 5 ARTICLE II PURCHASE AND SALE OF THE NOTE 6] [EXECUTION COPY Framework Agreement for Treatment of Qunar Employee Shares and Equity Awards Qunar Ctrip In order to continue to incentivize employees of Qunar Cayman Islands Limited ( 1. ADSs 2007 Plan 2015 Plan Covered Equities Share Exchange Conversion Ratio Executive Executive Awards Treatment Agreement The grant amounts, vesting schedules, and applicable conditions for the grantees shall be agreed in] [Restated Exclusive Technical Consulting and Services Agreement between Beijing Qu Na Information Technology Co., Ltd. and Beijing Qunar Software Technology Co., Ltd. 2016 TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 4 2. INTELLECTUAL PROPERTY RIGHTS 4] [Loan Agreement among Beijing Qunar Software Technology Co., Ltd. CAO Hui And WANG Hui 2016 TABLE OF CONTENTS Pages Articles 1. DEFINITIONS AND INTERPRETATIONS 3 2. LOANS 4] [Equity Option Agreement Among Qunar Cayman Islands Limited Beijing Qunar Software Technology Co., Ltd. CAO Hui WANG Hui And Beijing Qu Na Information Technology Co., Ltd. 2016 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2 PURCHASE AND SALE OF EQUITY INTEREST 5 3 UNDERTAKINGS 7 4 UNDERTAKINGS, 10 5 11 6.] [EQUITY INTEREST PLEDGE AGREEMENT among Beijing Qunar Software Technology Co., Ltd. and WANG Hui and CAO Hui March 2016 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: Wei Fang Pledgors: Wang] [Dated: March 23 POWER OF ATTORNEY I, Authorizee POA I hereby authorize and designate the Authorizee to vote on my behalf at the shareholders meetings of Beijing Qu Na Information Technology Co., Ltd. ( 北京趣拿信息技术有限公司 Beijing Qunar i.e., This POA Wang Hui Dated: March 23 POWER OF ATTORNEY I, Authorizee POA I hereby authorize and designate the Authorizee to vote] [Ctrip.com International, Ltd. Significant Subsidiaries* C-Travel International Limited, a Cayman Islands company Ctrip.com (Hong Kong) Limited, a Hong Kong company Ctrip Computer Technology (Shanghai) Co., Ltd., a PRC company Ctrip Travel Information Technology (Shanghai) Co., Ltd., a PRC company Ctrip Travel Network Technology (Shanghai) Co., Ltd., a PRC company Ctrip Information Technology (Nantong) Co., Ltd., a PRC company Beijing JointWisdom] [Certification by the Chief Executive Officer I, James Jianzhang Liang, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) EX-12.1 18 a16-2532_1ex12d1.htm EX-12.1] [Certification by the Chief Financial Officer I, Xiaofan Wang, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) EX-12.2 19 a16-2532_1ex12d2.htm EX-12.2] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 20 a16-2532_1ex13d1.htm EX-13.1] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 21 a16-2532_1ex13d2.htm EX-13.2] [[Maples and Calder Letterhead] Our ref RDS/302248-000002/9496371v1 Direct tel +852.2971.3046 Email richardspooner@maplesandcalder.com Ctrip.com International, Ltd. 99 Fu Quan Road Shanghai 200335 Peoples Republic of China April 22, 2016 Dear Sirs Ctrip.com International, Ltd. (the Company) Yours faithfully, Maples and Calder EX-15.1 22 a16-2532_1ex15d1.htm EX-15.1] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837, 65693839 E-mail Add: beijing@tongshang.com Website: www.tongshang.com.cn April 22, 2016 Ctrip.com International, Ltd. 99 Fu Quan Road Shanghai 200335 Peoples Republic of China Dear Sirs, Yours faithfully, Commerce & Finance Law Offices EX-15.2 23 a16-2532_1ex15d2.htm EX-15.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-116567, No. 333-136264, and No. 333-146761) and in the Registration Statement on Form F-3 (No. 333-208399) of Ctrip.com International, Ltd. of our report dated April 22, 2016 relating to the financial statements and the effectiveness of internal]
CTRP [CTRIP COM INTERNATIONAL] 20-F: FORM 20-F (Mark One) o or x or
[FORM 20-F (Mark One) o or x or o For the transition period from to or o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . CTRIP.COM INTERNATIONAL, LTD. N/A Cayman Islands (Jurisdiction of incorporation or organization) 99 Fu Quan Road Shanghai] [TECHNICAL CONSULTING AND SERVICES AGREEMENT Agreement PRC This Technical Consulting and Services Agreement (this (1) Party A (2) Party B WHEREAS (1) (2) (3) NOW, THEREFORE 1. Exclusive Consulting and Service; Sole and Exclusive Rights and Interests 1.1 1.2 1.3 1.4 2. Calculation and Payment of the Consulting and Service Fee 2.1 Service Fees 2.2 3. Representations and 3.1] [LOAN AGREEMENT Agreement PRC This Loan Agreement (this (1) Party A (2) Party B Parties Party (In this Agreement, Party A and Party B are hereinafter collectively referred to as the WHEREAS (1) (2) Ctrip Commerce NOW, THEREFORE 1. Loan 1.1 ￥ Loan 1.2 1.3 1.4 2. Use of Loan 2.1 Party As Designated Person 2.2 3. Term] [EXCLUSIVE CALL OPTION AGREEMENT Agreement PRC This Exclusive Call Option Agreement (this (1) Party A (2) Party B (3) Party C: Parties Party (In this Agreement, Party A, Party B and Party C are hereinafter collectively referred to as the WHEREAS (1) (2) (3) Loan Agreement (4) NOW, THEREFORE 1. Exclusive Call Option 1.1 Grant of Right Party] [EQUITY PLEDGE AGREEMENT Agreement PRC This Equity Pledge Agreement (this (1) Pledgee (2) Pledgor Parties Party (In this Agreement, Pledgee and Pledgor are hereinafter collectively referred to as the WHEREAS (1) Ctrip Commerce (2) (3) (4) Services Agreement (5) Loan Agreement (6) Exclusive Call Option Agreement Principal Agreements (7) NOW, THEREFORE 1. Pledge 1.1 1.2 1.3 Pledged Equity] [POWER OF ATTORNEY PRC Authorizer POA I, __________, citizen of the Peoples Republic of China (the WHEREAS: (1) Company (2) WFOE (3) Attorney-in-Fact Shareholder Rights In consideration of the above, the Authorizer hereby irrevocably nominates, appoints and constitutes the WFOE or its designated person as its attorneyin-fact ( (a) (b) (c) (d) (e) 1 (f) (g) (h) (i) The] [Execution CTRIP.COM INTERNATIONAL, LTD. 1.00% Convertible Senior Notes due 2020 1.99% Convertible Senior Notes due 2025 Purchase Agreement June 18, 2015 J.P. Morgan Securities LLC c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Company Initial Purchasers 2020 Underwritten Securities 2020 Option Securities 2020 Securities Representative 2025 Underwritten Securities 2025 Option Securities 2025] [EXECUTION VERSION CTRIP.COM INTERNATIONAL, LTD. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of June 24, 2015 1.00% Convertible Senior Notes due 2020 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 10 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amount 11] [EXECUTION VERSION CTRIP.COM INTERNATIONAL, LTD. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of June 24, 2015 1.99% Convertible Senior Notes due 2025 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 10] [EXECUTION VERSION CONVERTIBLE NOTE PURCHASE AGREEMENT by and among CTRIP.COM INTERNATIONAL, LTD., GAOLING FUND, L.P. and YHG INVESTMENT, L.P. Dated as of December 9, 2015 Table of Contents ARTICLE I Definitions and Interpretation 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules of Construction 5 ARTICLE II PURCHASE AND SALE OF THE NOTE 6] [EXECUTION COPY Framework Agreement for Treatment of Qunar Employee Shares and Equity Awards Qunar Ctrip In order to continue to incentivize employees of Qunar Cayman Islands Limited ( 1. ADSs 2007 Plan 2015 Plan Covered Equities Share Exchange Conversion Ratio Executive Executive Awards Treatment Agreement The grant amounts, vesting schedules, and applicable conditions for the grantees shall be agreed in] [Restated Exclusive Technical Consulting and Services Agreement between Beijing Qu Na Information Technology Co., Ltd. and Beijing Qunar Software Technology Co., Ltd. 2016 TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 4 2. INTELLECTUAL PROPERTY RIGHTS 4] [Loan Agreement among Beijing Qunar Software Technology Co., Ltd. CAO Hui And WANG Hui 2016 TABLE OF CONTENTS Pages Articles 1. DEFINITIONS AND INTERPRETATIONS 3 2. LOANS 4] [Equity Option Agreement Among Qunar Cayman Islands Limited Beijing Qunar Software Technology Co., Ltd. CAO Hui WANG Hui And Beijing Qu Na Information Technology Co., Ltd. 2016 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2 PURCHASE AND SALE OF EQUITY INTEREST 5 3 UNDERTAKINGS 7 4 UNDERTAKINGS, 10 5 11 6.] [EQUITY INTEREST PLEDGE AGREEMENT among Beijing Qunar Software Technology Co., Ltd. and WANG Hui and CAO Hui March 2016 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: Wei Fang Pledgors: Wang] [Dated: March 23 POWER OF ATTORNEY I, Authorizee POA I hereby authorize and designate the Authorizee to vote on my behalf at the shareholders meetings of Beijing Qu Na Information Technology Co., Ltd. ( 北京趣拿信息技术有限公司 Beijing Qunar i.e., This POA Wang Hui Dated: March 23 POWER OF ATTORNEY I, Authorizee POA I hereby authorize and designate the Authorizee to vote] [Ctrip.com International, Ltd. Significant Subsidiaries* C-Travel International Limited, a Cayman Islands company Ctrip.com (Hong Kong) Limited, a Hong Kong company Ctrip Computer Technology (Shanghai) Co., Ltd., a PRC company Ctrip Travel Information Technology (Shanghai) Co., Ltd., a PRC company Ctrip Travel Network Technology (Shanghai) Co., Ltd., a PRC company Ctrip Information Technology (Nantong) Co., Ltd., a PRC company Beijing JointWisdom] [Certification by the Chief Executive Officer I, James Jianzhang Liang, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) EX-12.1 18 a16-2532_1ex12d1.htm EX-12.1] [Certification by the Chief Financial Officer I, Xiaofan Wang, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) EX-12.2 19 a16-2532_1ex12d2.htm EX-12.2] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 20 a16-2532_1ex13d1.htm EX-13.1] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 21 a16-2532_1ex13d2.htm EX-13.2] [[Maples and Calder Letterhead] Our ref RDS/302248-000002/9496371v1 Direct tel +852.2971.3046 Email richardspooner@maplesandcalder.com Ctrip.com International, Ltd. 99 Fu Quan Road Shanghai 200335 Peoples Republic of China April 22, 2016 Dear Sirs Ctrip.com International, Ltd. (the Company) Yours faithfully, Maples and Calder EX-15.1 22 a16-2532_1ex15d1.htm EX-15.1] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837, 65693839 E-mail Add: beijing@tongshang.com Website: www.tongshang.com.cn April 22, 2016 Ctrip.com International, Ltd. 99 Fu Quan Road Shanghai 200335 Peoples Republic of China Dear Sirs, Yours faithfully, Commerce & Finance Law Offices EX-15.2 23 a16-2532_1ex15d2.htm EX-15.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-116567, No. 333-136264, and No. 333-146761) and in the Registration Statement on Form F-3 (No. 333-208399) of Ctrip.com International, Ltd. of our report dated April 22, 2016 relating to the financial statements and the effectiveness of internal]
NTES [NetEase] 20-F: (Original Filing)
[FORM 20-F (Mark One) o OR x OR o For the transition period from to OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . NETEASE, INC. N/A Cayman Islands (Jurisdiction of incorporation or organization) Building No. 7, West Zone, Zhongguancun] [SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Agreement This Shareholder Voting Right Trust Agreement (this Party A: PRC Party B: In this Agreement, Party A and Party Parties Party WHEREAS 1. Company 2. NOW, THEREFORE 1. 2. 3. Transferee 1 4. 5. 6. 7. 8. 9. 10. a. b. [ 2 Party A] [SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Agreement This Shareholder Voting Right Trust Agreement (this Party A: PRC Party B: In this Agreement, Party A and Party Parties Party WHEREAS 1. Company 2. NOW, THEREFORE 1. 2. 3. Transferee 1 4. 5. 6. 7. 8. 9. 10. a. b. [ 2 Party A] [AMENDED AND RESTATED SHAREHOLDER VOTING RIGHT TRUST AGREEMENT AMENDED AND RESTATED SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Agreement THIS NetEase Beijing Company Guangyitong William Xiaojun Bo WHEREAS, NetEase Beijing, William and Bo Ding ( Guangzhou NetEase Original Agreement Equity Transfers WHEREAS, prior to or on the date of this Agreement, Guangzhou NetEase has transferred 79% of the equity interest in Guangyitong] [SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Agreement Original Agreement This Shareholder Voting Right Trust Agreement (this Party A: Party B: In this Agreement, Party A and Party Parties Party WHEREAS 1. Company 2. NOW, THEREFORE 1. 2. 3. Transferee 1 4. 5. 6. 7. 8. 9. 10. a. 2 b. [ 3 NetEase (Hangzhou) Network Co., Ltd.] [SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Agreement Original Agreement This Shareholder Voting Right Trust Agreement (this Party A: Party B: In this Agreement, Party A and Party Parties Party WHEREAS 1. Company 2. NOW, THEREFORE 1. 2. 3. Transferee 1 4. 5. 6. 7. 8. 9. 10. a. 2 b. [ 3 NetEase (Hangzhou) Network Co., Ltd.] [LOAN AGREEMENT Agreement This Loan Agreement (this (1) Lender PRC (3) Borrower Parties Party Lender and Borrower are hereinafter jointly referred to as the Whereas (A) Target Equity Domestic Company Equity Transfer Price (B) (C) Therefore 1. Loan 1.1. Loan Additional Loan 1.2. Term 1.3. (a) (b) (c) Transaction Documents (d) 2 (e) Notwithstanding the foregoing, Lender may] [LOAN AGREEMENT Agreement This Loan Agreement (this (1) Lender PRC (3) Borrower Parties Party Lender and Borrower are hereinafter jointly referred to as the Whereas (A) Target Equity Domestic Company Equity Transfer Price (B) (C) Therefore 1. Loan 1.1. Loan Additional Loan 1.2. Term 1.3. (a) (b) (c) Transaction Documents (d) 2 (e) Notwithstanding the foregoing, Lender may] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this (1) Pledgee PRC (2) Pledgor Parties Party The Pledgee and the Pledgor are hereinafter jointly referred to as the Whereas (A) Domestic Company Appendix I (B) Loan Agreement (C) Voting Trust Agreement (D) Purchase Option Agreement (E) Operating Agreement (F) Therefore 1. Definitions 1.1. Breaching Event Pledged Equity PRC] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this (1) Pledgee PRC (2) Pledgor Parties Party The Pledgee and the Pledgor are hereinafter jointly referred to as the Whereas (A) Domestic Company Appendix I (B) Loan Agreement (C) Voting Trust Agreement (D) Purchase Option Agreement (E) Operating Agreement (F) Therefore 1. Definitions 1.1. Breaching Event Pledged Equity PRC] [EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement This Exclusive Purchase Option Agreement (this Party A: NetEase Media Technology (Beijing) Co., Ltd. Legal Address 20-22/F, Tower 8, NO.86 Zhongguancun East Road, Haidian District, Beijing Party B: William Lei Ding ID Number: 330224197110180074 Legal Address: Room 6-401, A90, Shuguang Road, Jiangdong District, Ningbo, Zhejiang Province Party C: Beijing Guangyitong Advertising Co., Ltd. Legal] [EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement This Exclusive Purchase Option Agreement (this Party A: NetEase Media Technology (Beijing) Co., Ltd. Legal Address 20-22/F, Tower 8, NO.86 Zhongguancun East Road, Haidian District, Beijing Party B: Li Li ID Number: 110103197411191529 Legal Address: NO.7, Unit 4, Building 16, Changqing Yuan, Chongwen District, Beijing Party C: Beijing Guangyitong Advertising Co., Ltd. Legal Address:] [OPERATING AGREEMENT Agreement This Operating Agreement (this Party A: NetEase Media Technology (Beijing) Co., Ltd. Address: 20-22/F,Tower 8, NO.86 Zhongguancun East Road, Haidian District, Beijing Party B: Beijing Guangyitong Advertising Co., Ltd. Address: Room F112, -1/F, Tower 5th, YongDingMenWai Street NO.86, Dongcheng District, Beijing Party C: William Lei Ding Address: Room 6-401, A90, Shuguang Road, Jiangdong District, Ningbo, Zhejiang] [AMENDED AND RESTATED LETTER OF AGREEMENT AMENDED AND RESTATED LETTER OF AGREEMENT Agreement Effective Date NetEase William Xiaojun THIS Bo Original Agreement WHEREAS, NetEase, William and Bo Ding ( Guangzhou NetEase Guangyitong Equity Transfers WHEREAS, prior to or on the date of this Agreement, Guangzhou NetEase Computer System Co., Ltd. ( NOW, THEREFORE, in consideration of the foregoing and for] [AMENDED AND RESTATED LOAN AGREEMENT Agreement Original Agreement This Amended and Restated Loan Agreement (this (1) NetEase (Hangzhou) Network Co., Ltd. Lender PRC ( Hu Tianlei Borrower Parties Party Lender and Borrower are hereinafter jointly referred to as the Whereas (A) Capital Contribution Amount Domestic Company Target Equity (B) (C) Therefore 1. Loan 1.1. Loan Additional Loan 1.2.] [AMENDED AND RESTATED LOAN AGREEMENT Agreement This Amended and Restated Loan Agreement (this Original Agreement (1) NetEase (Hangzhou) Network Co., Ltd. Lender PRC ( Hu Zhipeng Borrower Parties Party Lender and Borrower are hereinafter jointly referred to as the Whereas (A) Capital Contribution Amount Domestic Company Target Equity (B) (C) Therefore 1. Loan 1.1. Loan Additional Loan 1.2.] [AMENDED AND RESTATED Agreement This Amended and Restated Equity Pledge Agreement (this Original Agreement (1) NetEase (Hangzhou) Network Co., Ltd. Pledgee PRC (2) Hu Tianlei Pledgor Parties Party The Pledgee and the Pledgor are hereinafter jointly referred to as the Whereas (A) Domestic Company Appendix I (B) Loan Agreement (C) Voting Trust Agreement (D) Purchase Option Agreement (E)] [AMENDED AND RESTATED Agreement This Amended and Restated Equity Pledge Agreement (this Original Agreement (1) NetEase (Hangzhou) Network Co., Ltd. Pledgee PRC (2) Hu Zhipeng Pledgor Parties Party The Pledgee and the Pledgor are hereinafter jointly referred to as the Whereas (A) Domestic Company Appendix I (B) Loan Agreement (C) Voting Trust Agreement (D) Purchase Option Agreement (E)] [AMENDED AND RESTATED Agreement Original Agreement This Amended and Restated Exclusive Purchase Option Agreement (this Party A: NetEase (Hangzhou) Network Co., Ltd Registration Address Party B: Hu Tianlei ID Number: 330206198210210412 Legal Address: No. 38 Zheda Road, West Lake District, Hangzhou, Zhejiang, PRC Party C: Hangzhou NetEase Leihuo Network Co., Ltd. Registration Address: Parties Party In this Agreement, Party] [AMENDED AND RESTATED Agreement Original Agreement This Amended and Restated Exclusive Purchase Option Agreement (this Party A: NetEase (Hangzhou) Network Co., Ltd Registration Address Party B: Hu Zhipeng ID Number: 330106197812210436 Legal Address: No. 14 South Street, Chaoyangmen, FESCO, Beijing, PRC Party C: Hangzhou NetEase Leihuo Network Co., Ltd. Registration Address: Parties Party In this Agreement, Party A, Party] [AMENDED AND RESTATED OPERATING AGREEMENT Agreement Original Agreement This Amended and Restated Operating Agreement (this Party A: NetEase (Hangzhou) Network Co., Ltd. Address: Room 103-105, 1/F, Building 18, No. 1 Jiaogong Road, Hangzhou, Zhejiang Province, PRC Party B: Hangzhou NetEase Leihuo Network Co., Ltd. Address: Room 601-603, 6/F, Building 18, No. 1 Jiaogong Road, West Lake District, Hangzhou, Zhejiang] [PRINCIPAL SUBSIDIARIES AND VARIABLE INTEREST ENTITIES OF NETEASE, INC. Subsidiaries: Jurisdiction of Incorporation NetEase Interactive Entertainment Limited British Virgin Islands Lede Inc. (previously named Ujia.com, Inc.) Cayman Islands NetEase Media, Inc. Cayman Islands HQG, Inc. Cayman Islands NetEase (Hong Kong) Limited Hong Kong Hong Kong NetEase Interactive Entertainment Limited Hong Kong Lede (Hong Kong) Limited (previously named Ujia (Hong Kong)] [CERTIFICATION I, 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. 4. (a) (b) (c)] [CERTIFICATION I, Onward Choi, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) April Onward Choi Acting Chief Financial Officer EX-12.2 24 a16-3849_1ex12d2.htm EX-12.2] [906 Certification 100 F Street, N.E. Ladies and Gentlemen: 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. April William Lei Ding Chief Executive Officer EX-13.1 25 a16-3849_1ex13d1.htm EX-13.1] [906 Certification 100 F Street, N.E. Ladies and Gentlemen: 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. April Onward Choi Acting Chief Financial Officer EX-13.2 26 a16-3849_1ex13d2.htm EX-13.2] [[PricewaterhouseCoopers Letterhead] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-100069 and No. 333-164249) of NetEase, Inc. of our report dated PricewaterhouseCoopers Zhong Tian LLP Beijing, the Peoples Republic of China April EX-15.2 27 a16-3849_1ex15d2.htm EX-15.2] [[Letterhead of Maples and Calder] NetEase, Inc. Building No. 7, West Zone Zhongguancun Software Park (Phase II) No. 10 Xibeiwang East Road, Haidian District Beijing 100193, Peoples Republic of China 22 Dear Sir Re: NetEase, Inc. We have acted as legal advisors as to the laws of the Cayman Islands to NetEase, Inc., an exempted limited liability company incorporated in] [[Letterhead of Jun He April NetEase, Inc. Building No. 7, West Zone Zhongguancun Software Park (Phase II) No. 10 Xibeiwang East Road, Haidian District Beijing, Peoples Republic of China Dear Sirs, Re: Consent of Peoples Republic of China Counsel Very truly yours, Jun He EX-15.4 29 a16-3849_1ex15d4.htm EX-15.4]
NTES [NetEase] 20-F: FORM 20-F (Mark One) o OR x OR
[FORM 20-F (Mark One) o OR x OR o For the transition period from to OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . NETEASE, INC. N/A Cayman Islands (Jurisdiction of incorporation or organization) Building No. 7, West Zone, Zhongguancun] [SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Agreement This Shareholder Voting Right Trust Agreement (this Party A: PRC Party B: In this Agreement, Party A and Party Parties Party WHEREAS 1. Company 2. NOW, THEREFORE 1. 2. 3. Transferee 1 4. 5. 6. 7. 8. 9. 10. a. b. [ 2 Party A] [SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Agreement This Shareholder Voting Right Trust Agreement (this Party A: PRC Party B: In this Agreement, Party A and Party Parties Party WHEREAS 1. Company 2. NOW, THEREFORE 1. 2. 3. Transferee 1 4. 5. 6. 7. 8. 9. 10. a. b. [ 2 Party A] [AMENDED AND RESTATED SHAREHOLDER VOTING RIGHT TRUST AGREEMENT AMENDED AND RESTATED SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Agreement THIS NetEase Beijing Company Guangyitong William Xiaojun Bo WHEREAS, NetEase Beijing, William and Bo Ding ( Guangzhou NetEase Original Agreement Equity Transfers WHEREAS, prior to or on the date of this Agreement, Guangzhou NetEase has transferred 79% of the equity interest in Guangyitong] [SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Agreement Original Agreement This Shareholder Voting Right Trust Agreement (this Party A: Party B: In this Agreement, Party A and Party Parties Party WHEREAS 1. Company 2. NOW, THEREFORE 1. 2. 3. Transferee 1 4. 5. 6. 7. 8. 9. 10. a. 2 b. [ 3 NetEase (Hangzhou) Network Co., Ltd.] [SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Agreement Original Agreement This Shareholder Voting Right Trust Agreement (this Party A: Party B: In this Agreement, Party A and Party Parties Party WHEREAS 1. Company 2. NOW, THEREFORE 1. 2. 3. Transferee 1 4. 5. 6. 7. 8. 9. 10. a. 2 b. [ 3 NetEase (Hangzhou) Network Co., Ltd.] [LOAN AGREEMENT Agreement This Loan Agreement (this (1) Lender PRC (3) Borrower Parties Party Lender and Borrower are hereinafter jointly referred to as the Whereas (A) Target Equity Domestic Company Equity Transfer Price (B) (C) Therefore 1. Loan 1.1. Loan Additional Loan 1.2. Term 1.3. (a) (b) (c) Transaction Documents (d) 2 (e) Notwithstanding the foregoing, Lender may] [LOAN AGREEMENT Agreement This Loan Agreement (this (1) Lender PRC (3) Borrower Parties Party Lender and Borrower are hereinafter jointly referred to as the Whereas (A) Target Equity Domestic Company Equity Transfer Price (B) (C) Therefore 1. Loan 1.1. Loan Additional Loan 1.2. Term 1.3. (a) (b) (c) Transaction Documents (d) 2 (e) Notwithstanding the foregoing, Lender may] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this (1) Pledgee PRC (2) Pledgor Parties Party The Pledgee and the Pledgor are hereinafter jointly referred to as the Whereas (A) Domestic Company Appendix I (B) Loan Agreement (C) Voting Trust Agreement (D) Purchase Option Agreement (E) Operating Agreement (F) Therefore 1. Definitions 1.1. Breaching Event Pledged Equity PRC] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this (1) Pledgee PRC (2) Pledgor Parties Party The Pledgee and the Pledgor are hereinafter jointly referred to as the Whereas (A) Domestic Company Appendix I (B) Loan Agreement (C) Voting Trust Agreement (D) Purchase Option Agreement (E) Operating Agreement (F) Therefore 1. Definitions 1.1. Breaching Event Pledged Equity PRC] [EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement This Exclusive Purchase Option Agreement (this Party A: NetEase Media Technology (Beijing) Co., Ltd. Legal Address 20-22/F, Tower 8, NO.86 Zhongguancun East Road, Haidian District, Beijing Party B: William Lei Ding ID Number: 330224197110180074 Legal Address: Room 6-401, A90, Shuguang Road, Jiangdong District, Ningbo, Zhejiang Province Party C: Beijing Guangyitong Advertising Co., Ltd. Legal] [EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement This Exclusive Purchase Option Agreement (this Party A: NetEase Media Technology (Beijing) Co., Ltd. Legal Address 20-22/F, Tower 8, NO.86 Zhongguancun East Road, Haidian District, Beijing Party B: Li Li ID Number: 110103197411191529 Legal Address: NO.7, Unit 4, Building 16, Changqing Yuan, Chongwen District, Beijing Party C: Beijing Guangyitong Advertising Co., Ltd. Legal Address:] [OPERATING AGREEMENT Agreement This Operating Agreement (this Party A: NetEase Media Technology (Beijing) Co., Ltd. Address: 20-22/F,Tower 8, NO.86 Zhongguancun East Road, Haidian District, Beijing Party B: Beijing Guangyitong Advertising Co., Ltd. Address: Room F112, -1/F, Tower 5th, YongDingMenWai Street NO.86, Dongcheng District, Beijing Party C: William Lei Ding Address: Room 6-401, A90, Shuguang Road, Jiangdong District, Ningbo, Zhejiang] [AMENDED AND RESTATED LETTER OF AGREEMENT AMENDED AND RESTATED LETTER OF AGREEMENT Agreement Effective Date NetEase William Xiaojun THIS Bo Original Agreement WHEREAS, NetEase, William and Bo Ding ( Guangzhou NetEase Guangyitong Equity Transfers WHEREAS, prior to or on the date of this Agreement, Guangzhou NetEase Computer System Co., Ltd. ( NOW, THEREFORE, in consideration of the foregoing and for] [AMENDED AND RESTATED LOAN AGREEMENT Agreement Original Agreement This Amended and Restated Loan Agreement (this (1) NetEase (Hangzhou) Network Co., Ltd. Lender PRC ( Hu Tianlei Borrower Parties Party Lender and Borrower are hereinafter jointly referred to as the Whereas (A) Capital Contribution Amount Domestic Company Target Equity (B) (C) Therefore 1. Loan 1.1. Loan Additional Loan 1.2.] [AMENDED AND RESTATED LOAN AGREEMENT Agreement This Amended and Restated Loan Agreement (this Original Agreement (1) NetEase (Hangzhou) Network Co., Ltd. Lender PRC ( Hu Zhipeng Borrower Parties Party Lender and Borrower are hereinafter jointly referred to as the Whereas (A) Capital Contribution Amount Domestic Company Target Equity (B) (C) Therefore 1. Loan 1.1. Loan Additional Loan 1.2.] [AMENDED AND RESTATED Agreement This Amended and Restated Equity Pledge Agreement (this Original Agreement (1) NetEase (Hangzhou) Network Co., Ltd. Pledgee PRC (2) Hu Tianlei Pledgor Parties Party The Pledgee and the Pledgor are hereinafter jointly referred to as the Whereas (A) Domestic Company Appendix I (B) Loan Agreement (C) Voting Trust Agreement (D) Purchase Option Agreement (E)] [AMENDED AND RESTATED Agreement This Amended and Restated Equity Pledge Agreement (this Original Agreement (1) NetEase (Hangzhou) Network Co., Ltd. Pledgee PRC (2) Hu Zhipeng Pledgor Parties Party The Pledgee and the Pledgor are hereinafter jointly referred to as the Whereas (A) Domestic Company Appendix I (B) Loan Agreement (C) Voting Trust Agreement (D) Purchase Option Agreement (E)] [AMENDED AND RESTATED Agreement Original Agreement This Amended and Restated Exclusive Purchase Option Agreement (this Party A: NetEase (Hangzhou) Network Co., Ltd Registration Address Party B: Hu Tianlei ID Number: 330206198210210412 Legal Address: No. 38 Zheda Road, West Lake District, Hangzhou, Zhejiang, PRC Party C: Hangzhou NetEase Leihuo Network Co., Ltd. Registration Address: Parties Party In this Agreement, Party] [AMENDED AND RESTATED Agreement Original Agreement This Amended and Restated Exclusive Purchase Option Agreement (this Party A: NetEase (Hangzhou) Network Co., Ltd Registration Address Party B: Hu Zhipeng ID Number: 330106197812210436 Legal Address: No. 14 South Street, Chaoyangmen, FESCO, Beijing, PRC Party C: Hangzhou NetEase Leihuo Network Co., Ltd. Registration Address: Parties Party In this Agreement, Party A, Party] [AMENDED AND RESTATED OPERATING AGREEMENT Agreement Original Agreement This Amended and Restated Operating Agreement (this Party A: NetEase (Hangzhou) Network Co., Ltd. Address: Room 103-105, 1/F, Building 18, No. 1 Jiaogong Road, Hangzhou, Zhejiang Province, PRC Party B: Hangzhou NetEase Leihuo Network Co., Ltd. Address: Room 601-603, 6/F, Building 18, No. 1 Jiaogong Road, West Lake District, Hangzhou, Zhejiang] [PRINCIPAL SUBSIDIARIES AND VARIABLE INTEREST ENTITIES OF NETEASE, INC. Subsidiaries: Jurisdiction of Incorporation NetEase Interactive Entertainment Limited British Virgin Islands Lede Inc. (previously named Ujia.com, Inc.) Cayman Islands NetEase Media, Inc. Cayman Islands HQG, Inc. Cayman Islands NetEase (Hong Kong) Limited Hong Kong Hong Kong NetEase Interactive Entertainment Limited Hong Kong Lede (Hong Kong) Limited (previously named Ujia (Hong Kong)] [CERTIFICATION I, 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. 4. (a) (b) (c)] [CERTIFICATION I, Onward Choi, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) April Onward Choi Acting Chief Financial Officer EX-12.2 24 a16-3849_1ex12d2.htm EX-12.2] [906 Certification 100 F Street, N.E. Ladies and Gentlemen: 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. April William Lei Ding Chief Executive Officer EX-13.1 25 a16-3849_1ex13d1.htm EX-13.1] [906 Certification 100 F Street, N.E. Ladies and Gentlemen: 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. April Onward Choi Acting Chief Financial Officer EX-13.2 26 a16-3849_1ex13d2.htm EX-13.2] [[PricewaterhouseCoopers Letterhead] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-100069 and No. 333-164249) of NetEase, Inc. of our report dated PricewaterhouseCoopers Zhong Tian LLP Beijing, the Peoples Republic of China April EX-15.2 27 a16-3849_1ex15d2.htm EX-15.2] [[Letterhead of Maples and Calder] NetEase, Inc. Building No. 7, West Zone Zhongguancun Software Park (Phase II) No. 10 Xibeiwang East Road, Haidian District Beijing 100193, Peoples Republic of China 22 Dear Sir Re: NetEase, Inc. We have acted as legal advisors as to the laws of the Cayman Islands to NetEase, Inc., an exempted limited liability company incorporated in] [[Letterhead of Jun He April NetEase, Inc. Building No. 7, West Zone Zhongguancun Software Park (Phase II) No. 10 Xibeiwang East Road, Haidian District Beijing, Peoples Republic of China Dear Sirs, Re: Consent of Peoples Republic of China Counsel Very truly yours, Jun He EX-15.4 29 a16-3849_1ex15d4.htm EX-15.4]
CTRP [CTRIP COM INTERNATIONAL] 6-K: (Original Filing)
[Strategic Collaboration b etween Ctrip and China Eastern Air Holding Company SHANGHAI, About Ctrip.com International, Ltd. Ctrip.com International, Ltd. is a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours, and corporate travel management in China. It is the largest online consolidator of accommodations and transportation tickets in China in terms of transaction volume. Ctrip enables business and] [Ctrip Filed 2015 Annual Report on Form 20-F About Ctrip.com International, Ltd. Ctrip.com International, Ltd. is a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours, and corporate travel management in China. It is the largest online consolidator of accommodations and transportation tickets in China in terms of transaction volume. Ctrip aggregates comprehensive travel related information and offers] [001-33853 CTRIP.COM INTERNATIONAL, LTD. 99 Fu Quan Road Shanghai 200335, Peoples Republic of China Form 20-F x o o o CTRIP.COM INTERNATIONAL, LTD.]
CTRP [CTRIP COM INTERNATIONAL] 6-K: Strategic Collaboration b etween Ctrip and China Eastern
[Strategic Collaboration b etween Ctrip and China Eastern Air Holding Company SHANGHAI, About Ctrip.com International, Ltd. Ctrip.com International, Ltd. is a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours, and corporate travel management in China. It is the largest online consolidator of accommodations and transportation tickets in China in terms of transaction volume. Ctrip enables business and] [Ctrip Filed 2015 Annual Report on Form 20-F About Ctrip.com International, Ltd. Ctrip.com International, Ltd. is a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours, and corporate travel management in China. It is the largest online consolidator of accommodations and transportation tickets in China in terms of transaction volume. Ctrip aggregates comprehensive travel related information and offers] [001-33853 CTRIP.COM INTERNATIONAL, LTD. 99 Fu Quan Road Shanghai 200335, Peoples Republic of China Form 20-F x o o o CTRIP.COM INTERNATIONAL, LTD.]
TAOM [Taomee] 6-K: (Original Filing)
[Taomee Announces Shareholder Approval of Merger Agreement About Taomee Holdings Limited Taomee Holdings Limited (Taomee or the Company) is Chinas leading player in childrens entertainment and media. Its award winning content offerings are both engaging and educational, endearing it to children, as well as to parents and teachers. The Company was founded in 2007 with the mission to bring joy] [Form 6-K TAOMEE HOLDINGS LIMITED 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233, Peoples Republic of China +86 (21) 6128-0056 Form 20-F x o o o TAOMEE HOLDINGS LIMITED Form 6-K Description]
