VNET [21Vianet] CERTNAS:
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[Issuer Free Writing Prospectus Registration No. 333-173292 April 20, 2011 21VIANET GROUP, INC. http://www.sec.gov/Archives/edgar/data/1508475/000119312511103118/df1a.htm On April 6, 2011, the Company filed Amendment No. 1 to its registration statement on Form F-1, including a preliminary prospectus, or the Preliminary Prospectus. This free writing prospectus reflects the following amendments that were made to the Preliminary Prospectus dated April 6, 2011. References to]
[Issuer Free Writing Prospectus Registration No. 333-173292 April 20, 2011 21VIANET GROUP, INC. http://www.sec.gov/Archives/edgar/data/1508475/000119312511103118/df1a.htm On April 6, 2011, the Company filed Amendment No. 1 to its registration statement on Form F-1, including a preliminary prospectus, or the Preliminary Prospectus. This free writing prospectus reflects the following amendments that were made to the Preliminary Prospectus dated April 6, 2011. References to]
[PROSPECTUS (Subject to Completion) Issued April 20, 2011 12,500,000 American Depositary Shares 21Vianet Group, Inc. Representing 75,000,000 Class A Ordinary Shares 21Vianet Group, Inc. is offering 12,500,000 American depositary shares, or ADSs, each representing six Class A ordinary shares, par value US$0.00001 per share. This is our initial public offering and no public market currently exists for our ADSs or] [75,000,000 Class A Ordinary Shares 21Vianet Group, Inc. CLASS A ORDINARY SHARES, PAR VALUE US$0.00001 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENT April [ ], 2011 [ Morgan Stanley & Co. International plc 25 Cabot Square, Canary Wharf London E14 4QA United Kingdom Barclays Capital Inc. 745 Seventh Avenue New York, NY 10019 J.P.] [Our ref VZL\653749\4416045v1 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com 21Vianet Group, Inc. M5, 1 Jiuxianqiao East Road Chaoyang District Beijing 100016 Peoples Republic of China 20 April 2011 Dear Sirs 21Vianet Group, Inc. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to 21Vianet Group Inc. (the 1 Documents Reviewed For the purposes of] [21Vianet Group, Inc. Share Subscription Agreement December 31, 2010 1 Sunrise Corporate Holding Ltd. Subscriber 2,482,609 Shares Company Articles 2 The Shares will be allotted and issued as fully paid at issue price of US$0.0001 per share. The Subscriber hereby agrees to pay to the Company US$0.0001 per share for the Shares, such amount to be paid to the Companys] [Consents 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 March 1, 2011 (except for Note 26(d) as to which the date is April 4, 2011), with respect to the consolidated financial statements of 21Vianet Group, Inc., included in Amendment No.3 to the]
[PROSPECTUS (Subject to Completion) Issued April 20, 2011 12,500,000 American Depositary Shares 21Vianet Group, Inc. Representing 75,000,000 Class A Ordinary Shares 21Vianet Group, Inc. is offering 12,500,000 American depositary shares, or ADSs, each representing six Class A ordinary shares, par value US$0.00001 per share. This is our initial public offering and no public market currently exists for our ADSs or] [75,000,000 Class A Ordinary Shares 21Vianet Group, Inc. CLASS A ORDINARY SHARES, PAR VALUE US$0.00001 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENT April [ ], 2011 [ Morgan Stanley & Co. International plc 25 Cabot Square, Canary Wharf London E14 4QA United Kingdom Barclays Capital Inc. 745 Seventh Avenue New York, NY 10019 J.P.] [Our ref VZL\653749\4416045v1 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com 21Vianet Group, Inc. M5, 1 Jiuxianqiao East Road Chaoyang District Beijing 100016 Peoples Republic of China 20 April 2011 Dear Sirs 21Vianet Group, Inc. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to 21Vianet Group Inc. (the 1 Documents Reviewed For the purposes of] [21Vianet Group, Inc. Share Subscription Agreement December 31, 2010 1 Sunrise Corporate Holding Ltd. Subscriber 2,482,609 Shares Company Articles 2 The Shares will be allotted and issued as fully paid at issue price of US$0.0001 per share. The Subscriber hereby agrees to pay to the Company US$0.0001 per share for the Shares, such amount to be paid to the Companys] [Consents 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 March 1, 2011 (except for Note 26(d) as to which the date is April 4, 2011), with respect to the consolidated financial statements of 21Vianet Group, Inc., included in Amendment No.3 to the]
[] [69,000,000 Class A Ordinary Shares 21Vianet Group, Inc. CLASS A ORDINARY SHARES, PAR VALUE US$0.00001 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENT April [ ], 2011 [ Morgan Stanley & Co. International plc 25 Cabot Square, Canary Wharf London E14 4QA United Kingdom Barclays Capital Inc. 745 Seventh Avenue New York, NY 10019 J.P.] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] April 18, 2011 21Vianet Group, Inc. M5, 1 Jiuxianqiao East Road, Chaoyang District Beijing 100016 Peoples Republic of China Re: American Depositary Shares of 21Vianet Group, Inc. (the Company) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of] [Legal Opinion 21Vianet Group, Inc. Address: M5, 1 Jiuxianqiao East Road, Chaoyang District Beijing 100016, Peoples Republic of China Re: The Listing of 21Vianet Group, Inc. on Nasdaq Global Market Ladies and Gentlemen: PRC ADSs Ordinary Shares Company Offering Listing Transaction We are qualified lawyers of the Peoples Republic of China (the Underwriting Agreement Capitalized terms used herein and]
[April 12, 2011 VIA FACSIMILE AND EDGAR Ms. Kathleen Collins Accounting Branch Chief Division of Corporation Finance One Station Place 100 F Street N.E. Re: GigaMedia Limited Form 20-F for the Fiscal Year Ended December 31, 2009 Filed June 30, 2010 Form 6-K filed January 28, 2011 File No. 000-30540 Dear Ms. Collins: Form 6-K filed January 28, 2011 2.]
[FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS 21VIANET GROUP, INC. (Exact name of issuer of deposited securities as specified in its charter) N/A The Cayman Islands ) (Jurisdiction of incorporation or organization of issuer CITIBANK, N.A. ) (Exact name of depositary as specified in its charter 399 Park] [DEPOSIT AGREEMENT by and among 21VIANET GROUP, INC. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER [DATE] Dated as of TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 1 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” 2 Section 1.4 “American Depositary Share(s)”] [April 6, 2011 Citibank, N.A. – ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Registration Statement SEC Securities Act ADSs Company Deposit Agreement ADR Shares We refer to the Registration Statement on Form F-6 (the “ IRS Assuming that, at the time of their issuance, the Registration Statement will have been declared effective by the]
[FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS 21VIANET GROUP, INC. (Exact name of issuer of deposited securities as specified in its charter) N/A The Cayman Islands ) (Jurisdiction of incorporation or organization of issuer CITIBANK, N.A. ) (Exact name of depositary as specified in its charter 399 Park] [DEPOSIT AGREEMENT by and among 21VIANET GROUP, INC. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER [DATE] Dated as of TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 1 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” 2 Section 1.4 “American Depositary Share(s)”] [April 6, 2011 Citibank, N.A. – ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Registration Statement SEC Securities Act ADSs Company Deposit Agreement ADR Shares We refer to the Registration Statement on Form F-6 (the “ IRS Assuming that, at the time of their issuance, the Registration Statement will have been declared effective by the]