SERVICES-BUSINESS SERVICES, NEC – Page 53

GAME [Shanda Games] SC 13D/A: Joint Filing Agreement Zhongrong Investment Holdings (Hong Kong)

[Joint Filing Agreement Zhongrong Investment Holdings (Hong Kong) Co., Ltd. Shengming Ma Director Zhongrong Shengda Investment Holdings (Hong Kong) Company Limited Shengming Ma Director Zhongrong Shengda Equity Investment Partnership Enterprise (Limited Partnership) Shengming Ma Chairman Ningxia Zhongyincashmere International Group Co., Ltd. Shengming Ma Chairman Ningxia Zhongrong Legend Equity Investment Partnership Enterprise (Limited Partnership) Shengming Ma Chairman Ningxia Silkroad Equity Investment] [CUSIP No. 81941U105 (1) Names of reporting persons Zhongrong Shengda Investment Holdings (Hong Kong) Company Limited (2) Check the appropriate box if a member of a group (see instructions) ¨ x (a) (3) SEC use only (4) Source of funds (see instructions) BK (5) ¨ (6) Citizenship or place of organization Hong Kong Number of shares beneficially owned by each]

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GAME [Shanda Games] SC 13D/A: (Original Filing)

[Joint Filing Agreement Yili Shengda Investment Holdings (Hong Kong) Company Limited Yingfeng Zhang Director Ningxia Yilida Capital Investment Limited Partnership Yingfeng Zhang Director Shanghai Yingfeng Investment Management Company Limited Yingfeng Zhang Director Yingfeng Zhang Zhengjun Equity Investment Partnership Enterprise (Limited Partnership) Yingfeng Zhang Director EX-7.01 2 d903410dex701.htm EX-7.01] [EXECUTION VERSION CONFIDENTIAL SUPPORT AGREEMENT Agreement Parent Company Schedule A Shareholder Shareholders This SUPPORT AGREEMENT (this Merger Sub Merger Agreement Merger WHEREAS, Parent, Capitalcorp Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Parent ( Shares ADSs Class A Shares Owned Shares Schedule A Securities WHEREAS, as of the date hereof, each Shareholder is the beneficial owner] [EXECUTION VERSION CONFIDENTIAL ADHERENCE AGREEMENT Agreement THIS ADHERENCE AGREEMENT (this New Sponsor Ningxia Zhongrong Legend Equity Investment Partnership Enterprise (Limited Partnership) RECITALS (A) Existing Parties Consortium Agreement Transaction Target NASDAQ On March 16, 2015, the parties listed at Schedule A (the (B) (C) The New Sponsor now wishes to participate in the Transaction contemplated under the Consortium Agreement,] [EXECUTION VERSION CONFIDENTIAL ADHERENCE AGREEMENT Agreement THIS ADHERENCE AGREEMENT (this New Sponsor Ningxia Silkroad Equity Investment Partnership Enterprise (Limited Partnership) RECITALS (A) Existing Parties Consortium Agreement Transaction Target NASDAQ On March 16, 2015, the parties listed at Schedule A (the (B) (C) The New Sponsor now wishes to participate in the Transaction contemplated under the Consortium Agreement, to] [EXECUTION VERSION CONFIDENTIAL ADHERENCE AGREEMENT Agreement THIS ADHERENCE AGREEMENT (this New Sponsor Ningxia Zhengjun Equity Investment Partnership Enterprise (Limited Partnership) RECITALS (A) Existing Parties Consortium Agreement Transaction Target NASDAQ On March 16, 2015, the parties listed at Schedule A (the (B) (C) The New Sponsor now wishes to participate in the Transaction contemplated under the Consortium Agreement, to] [EXECUTION VERSION CONFIDENTIAL April 3, 2015 Capitalhold Limited Address: No. 19, Lane 666, Zhangheng Road, Pudong New Area, Shanghai, China Attention: Yingfeng Zhang Address: Zhongyin Avenue, The Cashmere Industrial Park, Lingwu, Ningxia Province, China Attention: Xiaofei Chen Facsimile: +86 591 4519290 Ladies and Gentlemen: Sponsor Parent Company Merger Agreement Merger Sub Agreement Sponsor 2 Sponsor 3 Other Sponsor Commitment Letters] [EXECUTION VERSION CONFIDENTIAL April 3, 2015 Capitalhold Limited Address: No. 19, Lane 666, Zhangheng Road, Pudong New Area, Shanghai, China Attention: Yingfeng Zhang Address: Zhongyin Avenue, The Cashmere Industrial Park, Lingwu, Ningxia Province, China Attention: Xiaofei Chen Facsimile: +86 591 4519290 Ladies and Gentlemen: Sponsor Parent Company Merger Agreement Merger Sub Agreement Sponsor 2 Sponsor 3 Other Sponsor Commitment Letters] [EXECUTION VERSION CONFIDENTIAL April 3, 2015 Capitalhold Limited Address: No. 19, Lane 666, Zhangheng Road, Pudong New Area, Shanghai, China Attention: Yingfeng Zhang Address: Zhongyin Avenue, The Cashmere Industrial Park, Lingwu, Ningxia Province, China Attention: Xiaofei Chen Facsimile: +86 591 4519290 Ladies and Gentlemen: Sponsor Parent Company Merger Agreement Merger Sub Agreement Sponsor 2 Sponsor 3 Other Sponsor Commitment Letters] [CUSIP No. 81941U105 (1) Names of reporting persons Yili Shengda Investment Holdings (Hong Kong) Company Limited (2) Check the appropriate box if a member of a group (see instructions) ¨ x (a) (3) SEC use only (4) Source of funds (see instructions) BK (5) ¨ (6) Citizenship or place of organization The Peoples Republic of China Number of shares beneficially]

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GAME [Shanda Games] SC 13D/A: Joint Filing Agreement Yili Shengda Investment Holdings (Hong

[Joint Filing Agreement Yili Shengda Investment Holdings (Hong Kong) Company Limited Yingfeng Zhang Director Ningxia Yilida Capital Investment Limited Partnership Yingfeng Zhang Director Shanghai Yingfeng Investment Management Company Limited Yingfeng Zhang Director Yingfeng Zhang Zhengjun Equity Investment Partnership Enterprise (Limited Partnership) Yingfeng Zhang Director EX-7.01 2 d903410dex701.htm EX-7.01] [EXECUTION VERSION CONFIDENTIAL SUPPORT AGREEMENT Agreement Parent Company Schedule A Shareholder Shareholders This SUPPORT AGREEMENT (this Merger Sub Merger Agreement Merger WHEREAS, Parent, Capitalcorp Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Parent ( Shares ADSs Class A Shares Owned Shares Schedule A Securities WHEREAS, as of the date hereof, each Shareholder is the beneficial owner] [EXECUTION VERSION CONFIDENTIAL ADHERENCE AGREEMENT Agreement THIS ADHERENCE AGREEMENT (this New Sponsor Ningxia Zhongrong Legend Equity Investment Partnership Enterprise (Limited Partnership) RECITALS (A) Existing Parties Consortium Agreement Transaction Target NASDAQ On March 16, 2015, the parties listed at Schedule A (the (B) (C) The New Sponsor now wishes to participate in the Transaction contemplated under the Consortium Agreement,] [EXECUTION VERSION CONFIDENTIAL ADHERENCE AGREEMENT Agreement THIS ADHERENCE AGREEMENT (this New Sponsor Ningxia Silkroad Equity Investment Partnership Enterprise (Limited Partnership) RECITALS (A) Existing Parties Consortium Agreement Transaction Target NASDAQ On March 16, 2015, the parties listed at Schedule A (the (B) (C) The New Sponsor now wishes to participate in the Transaction contemplated under the Consortium Agreement, to] [EXECUTION VERSION CONFIDENTIAL ADHERENCE AGREEMENT Agreement THIS ADHERENCE AGREEMENT (this New Sponsor Ningxia Zhengjun Equity Investment Partnership Enterprise (Limited Partnership) RECITALS (A) Existing Parties Consortium Agreement Transaction Target NASDAQ On March 16, 2015, the parties listed at Schedule A (the (B) (C) The New Sponsor now wishes to participate in the Transaction contemplated under the Consortium Agreement, to] [EXECUTION VERSION CONFIDENTIAL April 3, 2015 Capitalhold Limited Address: No. 19, Lane 666, Zhangheng Road, Pudong New Area, Shanghai, China Attention: Yingfeng Zhang Address: Zhongyin Avenue, The Cashmere Industrial Park, Lingwu, Ningxia Province, China Attention: Xiaofei Chen Facsimile: +86 591 4519290 Ladies and Gentlemen: Sponsor Parent Company Merger Agreement Merger Sub Agreement Sponsor 2 Sponsor 3 Other Sponsor Commitment Letters] [EXECUTION VERSION CONFIDENTIAL April 3, 2015 Capitalhold Limited Address: No. 19, Lane 666, Zhangheng Road, Pudong New Area, Shanghai, China Attention: Yingfeng Zhang Address: Zhongyin Avenue, The Cashmere Industrial Park, Lingwu, Ningxia Province, China Attention: Xiaofei Chen Facsimile: +86 591 4519290 Ladies and Gentlemen: Sponsor Parent Company Merger Agreement Merger Sub Agreement Sponsor 2 Sponsor 3 Other Sponsor Commitment Letters] [EXECUTION VERSION CONFIDENTIAL April 3, 2015 Capitalhold Limited Address: No. 19, Lane 666, Zhangheng Road, Pudong New Area, Shanghai, China Attention: Yingfeng Zhang Address: Zhongyin Avenue, The Cashmere Industrial Park, Lingwu, Ningxia Province, China Attention: Xiaofei Chen Facsimile: +86 591 4519290 Ladies and Gentlemen: Sponsor Parent Company Merger Agreement Merger Sub Agreement Sponsor 2 Sponsor 3 Other Sponsor Commitment Letters] [CUSIP No. 81941U105 (1) Names of reporting persons Yili Shengda Investment Holdings (Hong Kong) Company Limited (2) Check the appropriate box if a member of a group (see instructions) ¨ x (a) (3) SEC use only (4) Source of funds (see instructions) BK (5) ¨ (6) Citizenship or place of organization The Peoples Republic of China Number of shares beneficially]

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KGJI [KINGOLD JEWELRY] 8-K: (Original Filing)

[CONVERTIBLE NOTE PURCHASE AGREEMENT DATED AS OF April 2, 2015 by and between KINGOLD JEWELRY, INC., as Issuer, AND FIDELIDADE – COMPANHIA DE SEGUROS, S.A., ______________________________________________ 6.0% Senior Secured Convertible Note due 2018 TABLE OF CONTENTS Page ARTICLE 1.DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01 Definitions 1 Section 1.02 Acts of Holder; Record Dates 9 Section 1.03 Notices,] [FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT Agreement Company Holder Purchase Agreement Note Common Stock Conversion Shares In connection with the Convertible Note Purchase Agreement, dated as of April 2, 2015, entered into by the Company and the Holder (the “ 1933 Act The Company and the Holder hereby agrees as follows: Definitions Section 1. Initial Registration Statement] [KINGOLD JEWELRY RECEIVES $15 MILLION STRATEGIC INVESTMENT FROM SUBSIDIARY OF FOSUN INTERNATIONAL LIMITED IN A PRIVATE PLACEMENT TRANSACTION Company to Hold Conference Call at 11:00 AM ET WUHAN CITY, China, April 6, 2015 - Kingold Jewelry, Inc. ("Kingold" or "the Company") (NASDAQ: KGJI), a majority-owned subsidiary of Fosun International Limited (HKEx stock code: 00656, together with its subsidiaries, "Fosun") that] []

By info| 2016-04-11T00:49:49+00:00 April 6th, 2015|Categories: Chinese Stocks, KGJI, SEC Original|Tags: 0001089531, 2015-04-06, 7389, 8-K, KGJI, SERVICES-BUSINESS SERVICES, NEC|0 Comments

KGJI [KINGOLD JEWELRY] 8-K: CONVERTIBLE NOTE PURCHASE AGREEMENT DATED AS OF April

[CONVERTIBLE NOTE PURCHASE AGREEMENT DATED AS OF April 2, 2015 by and between KINGOLD JEWELRY, INC., as Issuer, AND FIDELIDADE – COMPANHIA DE SEGUROS, S.A., ______________________________________________ 6.0% Senior Secured Convertible Note due 2018 TABLE OF CONTENTS Page ARTICLE 1.DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01 Definitions 1 Section 1.02 Acts of Holder; Record Dates 9 Section 1.03 Notices,] [FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT Agreement Company Holder Purchase Agreement Note Common Stock Conversion Shares In connection with the Convertible Note Purchase Agreement, dated as of April 2, 2015, entered into by the Company and the Holder (the “ 1933 Act The Company and the Holder hereby agrees as follows: Definitions Section 1. Initial Registration Statement] [KINGOLD JEWELRY RECEIVES $15 MILLION STRATEGIC INVESTMENT FROM SUBSIDIARY OF FOSUN INTERNATIONAL LIMITED IN A PRIVATE PLACEMENT TRANSACTION Company to Hold Conference Call at 11:00 AM ET WUHAN CITY, China, April 6, 2015 - Kingold Jewelry, Inc. ("Kingold" or "the Company") (NASDAQ: KGJI), a majority-owned subsidiary of Fosun International Limited (HKEx stock code: 00656, together with its subsidiaries, "Fosun") that] []

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GAME [Shanda Games] SC 13D/A: (Original Filing)

[Joint Filing Agreement Zhongrong Investment Holdings (Hong Kong) Co., Ltd. Shengming Ma Director Zhongrong Shengda Investment Holdings (Hong Kong) Company Limited Shengming Ma Director Zhongrong Shengda Equity Investment Partnership Enterprise (Limited Partnership) Shengming Ma Chairman Ningxia Zhongyincashmere International Group Co., Ltd. Shengming Ma Chairman Ningxia Zhongrong Legend Equity Investment Partnership Enterprise (Limited Partnership) Shengming Ma Chairman Ningxia Silkroad Equity Investment] [CUSIP No. 81941U105 (1) Names of reporting persons Zhongrong Shengda Investment Holdings (Hong Kong) Company Limited (2) Check the appropriate box if a member of a group (see instructions) ¨ x (a) (3) SEC use only (4) Source of funds (see instructions) BK (5) ¨ (6) Citizenship or place of organization Hong Kong Number of shares beneficially owned by each]

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GAME [Shanda Games] 6-K: (Original Filing)

[the terms and Subject to The Merger, which is currently expected to close in the second half of 2015, is subject to customary closing conditions, including the approval by an affirmative vote of shareholders holding two-thirds or more of the votes represented by the Ordinary Shares (including Ordinary Shares represented by ADSs) present and voting in person or by proxy] [AGREEMENT AND PLAN OF MERGER among CAPITALHOLD LIMITED CAPITALCORP LIMITED and SHANDA GAMES LIMITED Dated as of April 3, 2015 TABLE OF CONTENTS Page Article I THE MERGER 2 Section 1.01 The Merger 2 Section 1.02 Closing; Closing Date 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 2 Section 1.05 Memorandum and Articles of Association of] [EXECUTION VERSION LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party (the “ This Limited Guarantee, dated as of April 3, 2015 (this “ 1. LIMITED GUARANTEE . (a) Merger Agreement Parent Merger Sub Merger Guaranteed Percentage provided Cap Other Guarantor Other Guarantee (b) (c) 2. NATURE OF GUARANTEE . 3. . (a) (b)] [EXECUTION VERSION This Limited Guarantee, dated as of April 3, 2015 (this “ Limited Guarantee ”), is made by (the “ Guarantor ”), a limited partnership organized under the laws of the People’s Republic of China, in favor of Shanda Games Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “ Guaranteed Party] [EXECUTION VERSION Limited Guarantee Guarantor Guaranteed Party This Limited Guarantee, dated as of April 3, 2015 (this “ 1. LIMITED GUARANTEE . Merger Agreement Parent Merger Sub Merger Guaranteed Percentage provided Cap Other Guarantor Other Guarantee (b) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any] []

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GAME [Shanda Games] 6-K: the terms and Subject to The Merger, which

[the terms and Subject to The Merger, which is currently expected to close in the second half of 2015, is subject to customary closing conditions, including the approval by an affirmative vote of shareholders holding two-thirds or more of the votes represented by the Ordinary Shares (including Ordinary Shares represented by ADSs) present and voting in person or by proxy] [AGREEMENT AND PLAN OF MERGER among CAPITALHOLD LIMITED CAPITALCORP LIMITED and SHANDA GAMES LIMITED Dated as of April 3, 2015 TABLE OF CONTENTS Page Article I THE MERGER 2 Section 1.01 The Merger 2 Section 1.02 Closing; Closing Date 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 2 Section 1.05 Memorandum and Articles of Association of] [EXECUTION VERSION LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party (the “ This Limited Guarantee, dated as of April 3, 2015 (this “ 1. LIMITED GUARANTEE . (a) Merger Agreement Parent Merger Sub Merger Guaranteed Percentage provided Cap Other Guarantor Other Guarantee (b) (c) 2. NATURE OF GUARANTEE . 3. . (a) (b)] [EXECUTION VERSION This Limited Guarantee, dated as of April 3, 2015 (this “ Limited Guarantee ”), is made by (the “ Guarantor ”), a limited partnership organized under the laws of the People’s Republic of China, in favor of Shanda Games Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “ Guaranteed Party] [EXECUTION VERSION Limited Guarantee Guarantor Guaranteed Party This Limited Guarantee, dated as of April 3, 2015 (this “ 1. LIMITED GUARANTEE . Merger Agreement Parent Merger Sub Merger Guaranteed Percentage provided Cap Other Guarantor Other Guarantee (b) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any] []