UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
TO
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement under Section 13(e)
of the Securities Exchange Act of 1934
iDreamSky Technology Limited
(Name of the Issuer)
iDreamSky Technology Limited
Dream Technology Holdings Limited
Dream Investment Holdings Limited
Dream Merger Sub Limited
Mr. Michael Xiangyu Chen
Mr. Anfernee Song Guan
Mr. Jeffrey Lyndon Ko
Dream Data Services Limited
DT01 Holding International Limited
THL A19 Limited
Shipshape Holdings Limited
Prometheus Capital (International) Co, Ltd
Kingsun (Shanghai) Investment Co., Ltd.
Beijing Junlianxinhai Private Equity Investment Partnership (Limited Partnership)
Ruipu Lehua (Tianjin) Investment Center (Limited Partnership)
Peking Pusi Investment Co., Ltd.
V Capital Company Limited
LT Prosperity (Tianjin) Asset Management LLP
Jiaxing Yaming Investment Partnership (Limited Partnership)
Jiaxing Nuoxin Investment Partnership (Limited Partnership)
Fortune Wisdom Venture Capital Co., Ltd.
Newplus iDream Investment Partnership (Limited Partnership)
Shanghai Super Star Venture Capital Partners (Limited Partnership)
Guangxi Xi Hui He Ying Investment Management Partnership (Limited Partnership)
Shanghai Greenwoods Asset Management Limited
Shanghai Weiying Gefei Investment Management Ltd.
Hengqin Dream Yongtai Equity Investment Enterprise (Limited Partnership)
Hengqin Dream Ruitong Equity Investment Enterprise (Limited Partnership)
(Names of Persons Filing Statement)
Class A ordinary shares and Class B ordinary shares, par value $0.0001 per share
American Depositary Shares, evidenced by American Depositary Receipts, each of which represents four
Class A ordinary shares
(Title of Class of Securities)
45173K 1011
(CUSIP Number)
| 1 | This CUSIP number applies to the Issuer’s American Depositary Shares, each of which represents four Class A ordinary shares. |
| iDreamSky Technology Limited | Ruipu Lehua (Tianjin) Investment Center (Limited | |
| 16/F, A3 Building, Kexing Science Park | Partnership) | |
| 15 Keyuan Road North, Nanshan District | 1539 Nanjing West Road | |
| Shenzhen, Guangdong, 518057 | Jing’an Kerry Center, Tower 2, Suite 1801 | |
| The People’s Republic of China | Shanghai 200040 | |
| Tel: +86 755 8668 5111 | The People’s Republic of China | |
| Tel: +86 21 6288 7757 | ||
| Dream Technology Holdings Limited | ||
| Dream Investment Holdings Limited | Peking Pusi Investment Co., Ltd. | |
| Dream Merger Sub Limited | 1605 A Block Wanda Plaza, 93 Jianguo Road | |
| c/o 16/F, A3 Building, Kexing Science Park | Chaoyang District, Beijing 100026 | |
| 15 Keyuan Road North, Nanshan District | The People’s Republic of China | |
| Shenzhen, Guangdong, 518057 | Tel: +86 10 6581 8630 | |
| The People’s Republic of China | ||
| Tel: +86 755 8668 5111 | V Capital Company Limited | |
| Room 2603, Dongyin Center Tower A | ||
| Mr. Michael Xiangyu Chen | 500 Hongbaoshi Road, Shanghai 201103 | |
| c/o 16/F, A3 Building, Kexing Science Park | The People’s Republic of China | |
| 15 Keyuan Road North, Nanshan District | Tel: +86 21 6381 8851 | |
| Shenzhen, Guangdong, 518057 | ||
| The People’s Republic of China | LT Prosperity (Tianjin) Asset Management LLP | |
| Tel: +86 755 8668 5111 | 1-103-16, 482 Shengtaicheng Dongmanzhonglu | |
| Chuangzhi Tower | ||
| Mr. Anfernee Song Guan | Tianjin 300480 | |
| c/o 16/F, A3 Building, Kexing Science Park | The People’s Republic of China | |
| 15 Keyuan Road North, Nanshan District | Tel: +86 22 6629 2208 | |
| Shenzhen, Guangdong, 518057 | ||
| The People’s Republic of China | Jiaxing Yaming Investment Partnership (Limited | |
| Tel: +86 755 8668 5111 | Partnership) | |
| Room 4705, Jinmao Tower, 88 Century Avenue | ||
| Mr. Jeffrey Lyndon Ko | Pudong, Shanghai 200121 | |
| c/o 16/F, A3 Building, Kexing Science Park | The People’s Republic of China | |
| 15 Keyuan Road North, Nanshan District | Tel: +86 21 6390 1600 | |
| Shenzhen, Guangdong, 518057 | ||
| The People’s Republic of China | Jiaxing Nuoxin Investment Partnership (Limited | |
| Tel: +86 755 8668 5111 | Partnership) | |
| 4705, Jinmao Tower, 88 Century Avenue | ||
| Dream Data Services Limited | Pudong New Area, Shanghai 200121 | |
| c/o 16/F, A3 Building, Kexing Science Park | The People’s Republic of China | |
| 15 Keyuan Road North, Nanshan District | Tel: +86 21 6390 1600 | |
| Shenzhen, Guangdong, 518057 | ||
| The People’s Republic of China | Fortune Wisdom Venture Capital Co., Ltd. | |
| Tel: +86 755 8668 5111 | 23/F, Special Zone Press Building | |
| Shenzhen 518009 | ||
| DT01 Holding International Limited | The People’s Republic of China | |
| c/o 16/F, A3 Building, Kexing Science Park | Tel: +86 755 8351 5108 | |
| 15 Keyuan Road North, Nanshan District | ||
| Shenzhen, Guangdong, 518057 | Newplus iDream Investment Partnership (Limited | |
| The People’s Republic of China | Partnership) | |
| Tel: +86 755 8668 5111 | Room 2001, National Building | |
| 1465 Beijing West Road | ||
| Shipshape Holdings Limited | Jing An District, Shanghai | |
| c/o 16/F, A3 Building, Kexing Science Park | The People’s Republic of China | |
| 15 Keyuan Road North, Nanshan District | Tel: +86 187 1773 3142 | |
| Shenzhen, Guangdong, 518057 | ||
| The People’s Republic of China | Shanghai Super Star Venture Capital Partners (Limited | |
| Tel: +86 755 8668 5111 | Partnership) | |
| Building CF05, No.1 Balizhuangdongli | ||
| Prometheus Capital (International) Co, Ltd | Chaoyang District, Beijing | |
| 1605 A Block Wanda Plaza, 93 Jianguo Road | The People’s Republic of China | |
| Chaoyang District, Beijing 100026 | Tel: +86 139 1099 1697 | |
| The People’s Republic of China | ||
| Tel: +86 10 6581 8630 | Guangxi Xi Hui He Ying Investment Management | |
| Partnership (Limited Partnership) | ||
| 11/F, Guangxi Xinyi Finance and Investment | ||
| THL A19 Limited | Building | |
| Level 29, Three Pacific Place | 38 Shuangyong Road | |
| 1 Queen’s Road East, Wanchai, Hong Kong | Nanning City 530021, Guangxi Province | |
| Tel: +852 3148 5100 | The People’s Republic of China | |
| Tel: +86 771 577 6646 | ||
| Kingsun (Shanghai) Investment Co., Ltd. | ||
| Room 1601, Huaxia Bank Tower | Shanghai Greenwoods Asset Management Limited | |
| 256 South Pudong Road, Shanghai 200120 | 27/F, Kerry Parkside Office, 1155 Fangdian Road | |
| The People’s Republic of China | Pudong, Shanghai 201204 | |
| Tel: +86 186 1682 3371 | The People’s Republic of China | |
| Tel: +86 21 2083 0300 | ||
| Beijing Junlianxinhai Private Equity Investment | ||
| Partnership (Limited Partnership) | Shanghai Weiying Gefei Investment Management Ltd. | |
| 211B, 2F, Tower A | Zone 10 of Huitong Time Square | |
| No. 2 Kexueyuan South Road | 1 Yaojiayuan South Street | |
| Haidian District, Beijing 100190 | Chaoyang, Beijing 100123 | |
| The People’s Republic of China | The People’s Republic of China | |
| Tel: +86 10 6250 9351 | Tel: +86 10 5732 1333-6071 | |
| Hengqin Dream Yongtai Equity Investment Enterprise | ||
| (Limited Partnership) | ||
| 16/F, A3 Bld, Kexing Science Park | ||
| Nanshan District, Shenzhen | ||
| The People’s Republic of China | ||
| Tel: +86 755 8668 5111 | ||
| Hengqin Dream Ruitong Equity Investment Enterprise | ||
| (Limited Partnership) | ||
| 16/F, A3 Bld, Kexing Science Park | ||
| Nanshan District, Shenzhen | ||
| The People’s Republic of China | ||
| Tel: +86 755 8668 5111 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
| Paul Strecker, Esq. | David Zhang, Esq. | |
| Shearman & Sterling | Jesse Sheley, Esq. | |
| 12th Floor, Gloucester Tower | Kirkland & Ellis | |
| The Landmark | 26th Floor, Gloucester Tower | |
| 15 Queen’s Road Central | The Landmark | |
| Hong Kong | 15 Queen’s Road Central | |
| Tel: +852 2978 8038 | Hong Kong | |
| Tel: +852 3761 3300 |
This statement is filed in connection with (check the appropriate box):
| ¨ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
| ¨ | The filing of a registration statement under the Securities Act of 1933. |
| ¨ | A tender offer |
| x | None of the above |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨
Check the following box if the filing is a final amendment reporting the results of the transaction: x
Calculation of Filing Fee
| Transaction valuation* | Amount of filing fee** | |
| $678,808,997.50 | $68,356.07 |
| * | Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing fee is calculated based on the sum of (a) the aggregate cash payment of $3.50 per share for the 184,703,729 issued and outstanding Class A and Class B ordinary shares of the issuer (including shares represented by American depositary shares) subject to the transaction plus (b) the product of 360,000 Class A ordinary shares issuable under all outstanding and unexercised options multiplied by $2.22 per share (which is the difference between the $3.50 per share merger consideration and the weighted average exercise price of $1.28 per share) plus (c) the product of 9,013,356 Class A ordinary shares underlying all outstanding restricted shares multiplied by $3.50 per share ((a), (b), and (c) together, the “Transaction Valuation”). |
| ** | The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2016, issued on August 27, 2015, was calculated by multiplying the Transaction Valuation by 0.0001007. |
| ¨ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: | Filing Party: | |
| Form or Registration No.: | Date Filed: | |
| Page | ||||||
Item 15 | Additional Information | 2 | ||||
Item 16 | Exhibits | 3 | ||||
INTRODUCTION
This Amendment No.5 (this “Final Amendment”) to Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), the issuer of the Class A and Class B ordinary shares, par value $0.0001 per share (each, a “Share”), including the Shares represented by the American depositary shares (each an “ADS,” or collectively, the “ADSs”), each of which represents four Class A ordinary shares of the Company, that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Dream Technology Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdco”) controlled by the Buyer Group (as defined below); (c) Dream Investment Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Holdco (“Parent”); (d) Dream Merger Sub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”); (e) Mr. Michael Xiangyu Chen, chief executive officer and chairman of the board of directors of the Company (the “Board”) (“Mr. Chen”); (f) Mr. Anfernee Song Guan, chief technology officer and a director of the Company (“Mr. Guan”); (g) Mr. Jeffrey Lyndon Ko, a director and president of the Company; (h) Dream Data Services Limited, a BVI business company incorporated with limited liability under the laws of the British Virgin Islands (“Dream Data”); (i) DT01 Holding International Limited, a BVI business company incorporated with limited liability under the laws of the British Virgin Islands (“DT01”); (j) Shipshape Holdings Limited, a BVI business company with limited liability under the laws of the British Virgin Islands; (k) THL A19 Limited, a BVI business company incorporated with limited liability under the laws of the British Virgin Islands (“THL”); (l) Prometheus Capital (International) Co, Ltd, a BVI business company incorporated with limited liability under the laws of the British Virgin Islands (“Prometheus”); (m) Kingsun (Shanghai) Investment Co., Ltd., a company incorporated with limited liability under the laws of the People’s Republic of China (the “PRC”) (“Kingsun”); (n) Beijing Junlianxinhai Private Equity Investment Partnership (Limited Partnership), a limited partnership registered in the PRC (“Junlianxinhai”); (o) Ruipu Lehua (Tianjin) Investment Center (Limited Partnership), a limited partnership registered in the PRC (“Ruipu Lehua”); (p) Peking Pusi Investment Co., Ltd., a company incorporated with limited liability under the laws of the PRC (“Peking Pusi”); (q) V Capital Company Limited, a company incorporated with limited liability under the laws of the PRC (“V Capital”); (r) LT Prosperity (Tianjin) Asset Management LLP, a limited partnership registered in the PRC (“LT Prosperity”); (s) Jiaxing Yaming Investment Partnership (Limited Partnership), a limited partnership registered in the PRC (“Jiaxing Yaming”); (t) Jiaxing Nuoxin Investment Partnership (Limited Partnership), a limited partnership registered in the PRC (“Jiaxing Nuoxin”); (u) Fortune Wisdom Venture Capital Co., Ltd., a company incorporated with limited liability under the laws of the PRC (“Fortune”); (v) Newplus iDream Investment Partnership (Limited Partnership), a limited partnership registered in the PRC (“Newplus”); (w) Shanghai Super Star Venture Capital Partners (Limited Partnership), a limited partnership registered in the PRC (“Super Star”); (x) Guangxi Xi Hui He Ying Investment Management Partnership (Limited Partnership), a limited partnership registered in the PRC (“Xi Hui He Ying”); (y) Shanghai Greenwoods Asset Management Limited, a company incorporated with limited liability under the laws of the PRC (“Greenwoods”); (z) Shanghai Weiying Gefei Investment Management Ltd., a company incorporated with limited liability under the laws of the PRC (“Weiying Gefei”); (aa) Hengqin Dream Yongtai Equity Investment Enterprise (Limited Partnership), a limited partnership registered in the PRC (“Yongtai”) and (bb) Hengqin Dream Ruitong Equity Investment Enterprise (Limited Partnership), a limited partnership registered in the PRC (“Ruitong”). Mr. Chen, Mr. Guan, Kingsun, Junlianxinhai, Ruipu Lehua, Peking Pusi, V Capital, LT Prosperity, Jiaxing Yaming, Jiaxing Nuoxin, Fortune, Newplus, Super Star, Xi Hui He Ying, Greenwoods, Weiying Gefei, Yongtai and Ruitong are collectively referred to as the “Sponsors”. Dream Data, DT01, THL and Prometheus are collectively referred to as the “Rollover Shareholders”. Holdco, Parent, Merger Sub, the Rollover Shareholders and the Sponsors are collectively referred to as the “Buyer Group”.
This transaction statement relates to the agreement and plan of merger, dated as of December 31, 2015, among Parent, Merger Sub and the Company (the “merger agreement”) providing for the merger of Merger Sub with and into the Company (the “merger”) in accordance with the Companies Law (as amended) of the Cayman Islands (the “CICL”), with the Company continuing as the surviving corporation (“surviving corporation”) after the merger as a wholly owned subsidiary of Parent.
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This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of this Transaction Statement.
All information in this Final Amendment concerning each Filing Person has been supplied by such Filing Person.
Item 15 Additional Information
Item 15(c) is hereby amended and supplemented as follows:
On May 16, 2016, at 10:00 a.m. (Hong Kong time), an extraordinary general meeting of the shareholders of the Company was held at Shearman & Sterling’s office at 12th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Central, Hong Kong. At the extraordinary general meeting, the shareholders of the Company voted in favor of, among others, the proposal to authorize and approve the merger agreement, the plan of merger substantially in the form attached as Exhibit A to the merger agreement (the “plan of merger”) and the transactions contemplated by the merger agreement, including the merger.
On September 7, 2016, the Company and Merger Sub filed the plan of merger with the Cayman Islands Registrar of Companies, pursuant to which the merger became effective on September 7, 2016. As a result of the merger, the Company ceased to be a publicly traded company and became wholly owned by Parent.
At the effective time of the merger (the “Effective Time”), each Share (including Shares represented by ADSs) issued and outstanding immediately prior to the Effective Time, other than (a) the Rollover Shares (as defined in the proxy statement), (b) Shares (including Shares represented by ADSs) owned by Holdco, Parent, Merger Sub or the Company (as treasury shares, if any) or by any direct or indirect wholly owned subsidiary of Holdco, Parent, Merger Sub or the Company, (c) Shares (including Shares represented by ADSs) reserved (but not yet allocated) by the Company for settlement upon exercise or vesting of Company Share Awards (as defined below), and (d) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenter rights under the CICL (the “Dissenting Shares”) (Shares described under (a) through (d) above are collectively referred to herein as the “Excluded Shares”) has been cancelled in exchange for the right to receive $3.50 in cash per Share without interest and net of any applicable withholding taxes, and for the avoidance of doubt, because each ADS represent four Class A ordinary shares, each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares) has been cancelled in exchange for the right to receive $14.00 in cash per ADS without interest and net of any applicable withholding taxes (less up to $0.05 per ADS cancellation fees and $0.02 per ADS depositary services fees pursuant to the terms and conditions of the deposit agreement, dated August 6, 2014 between the Company and The Bank of New York Mellon (the “ADS depositary”) and the holders and beneficial owners from time to time of ADSs issued thereunder, as may be amended from time to time (the “Deposit Agreement”)). The Excluded Shares other than Dissenting Shares has been cancelled for no consideration. Each of the Dissenting Shares has been cancelled and each holder thereof is entitled to receive only the payment of the fair value of such Dissenting Shares in accordance with the CICL.
In addition, at the Effective Time, the Company terminated the Company’s 2012 Share Incentive Plan and 2014 Share Incentive Plan (collectively, the “Share Incentive Plans”), terminated all relevant award agreements entered into under the Share Incentive Plans, and cancelled all options to purchase Class A ordinary shares (the “Company Options”) and all restricted Class A ordinary shares (the “Restricted Shares”, collectively with the Company Options, the “Company Share Awards”) granted under the Share Incentive Plans that are then outstanding, whether or not vested or exercisable.
At the Effective Time, (a) each Company Option vested on or prior to the Effective time (a “Vested Company Option”) has been cancelled in exchange for the right to receive a cash amount equal to the excess of $3.50 over the applicable per share exercise price of such Company Option, and (b) each Company Option not vested on or prior to the Effective Time (an “Unvested Company Option”) has been cancelled in exchange for a right to receive an award of Holdco to purchase a number of ordinary shares of Holdco (“Holdco Shares”) not less than the number of Shares underlying such Unvested Company Option, with equivalent or greater economic value as such Unvested Company Option under the terms to be determined by Parent.
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At the Effective Time, (a) each outstanding Restricted Share that is not held by members of the special committee (the “Special Committee”) of the Board has been cancelled in exchange for a right to receive an award of Holdco to purchase a number of Holdco Shares not less than the number of Shares underlying such Restricted Share, with equivalent or greater economic value as such Restricted Share under the terms to be determined by Parent, and (b) each outstanding Restricted Share that is held by members of the Special Committee has been cancelled in exchange for a right to receive $3.50 in cash.
As a result of the merger, the ADSs will no longer be listed on any securities exchange or quotation system, including the NASDAQ Global Select Market (“NASDAQ”) and the ADS program for the Shares will terminate. NASDAQ has filed an application on Form 25 with the SEC to remove the ADSs from listing on NASDAQ and withdraw registration of the Company’s registered securities under the Exchange Act. The deregistration will become effective in 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Exchange Act by filing a certification and notice on Form 15 with the SEC in approximately ten days. The Company’s reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.
| (a)-(1)* | Proxy Statement of the Company dated April 18, 2016 (the “proxy statement”). | |
| (a)-(2)* | Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the proxy statement. | |
| (a)-(3)* | Form of Proxy Card, incorporated herein by reference to Annex E to the proxy statement. | |
| (a)-(4)* | ADS Voting Instructions Card, incorporated herein by reference to Annex F to the proxy statement. | |
| (a)-(5) | Press Release issued by the Company, dated December 31, 2015 incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on December 31, 2015. | |
| (b)-(1) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Mr. Chen, incorporated herein by reference to Exhibit 99.6 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(2) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Mr. Guan, incorporated herein by reference to Exhibit 99.7 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(3) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Kingsun, incorporated herein by reference to Exhibit 99.8 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(4) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Junlianxinhai, incorporated herein by reference to Exhibit 99.9 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(5) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Ruipu Lehua, incorporated herein by reference to Exhibit 99.10 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
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| (b)-(6) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Peking Pusi, incorporated herein by reference to Exhibit 99.11 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(7) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and V Capital, incorporated herein by reference to Exhibit 99.12 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(8) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and LT Prosperity, incorporated herein by reference to Exhibit 99.13 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(9) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Jiaxing Yaming, incorporated herein by reference to Exhibit 99.14 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(10) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Jiaxing Nuoxin, incorporated herein by reference to Exhibit 99.15 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(11) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Fortune, incorporated herein by reference to Exhibit 99.16 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(12) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Newplus, incorporated herein by reference to Exhibit 99.17 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(13) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Super Star, incorporated herein by reference to Exhibit 99.18 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(14) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Xi Hui He Ying, incorporated herein by reference to Exhibit 99.19 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(15) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Greenwoods, incorporated herein by reference to Exhibit 99.20 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(16) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Weiying Gefei, incorporated herein by reference to Exhibit 99.21 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(17) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Yongtai, incorporated herein by reference to Exhibit 99.22 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(18) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Ruitong, incorporated herein by reference to Exhibit 99.23 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
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| (b)-(19) | Debt Commitment Letter, dated December 31, 2015, by and between Merger Sub and Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch, incorporated herein by reference to Exhibit 99.5 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(20)* | Fee Letter, dated December 31, 2015, by and between Merger Sub and Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch. | |
| (c)-(1)* | Opinion of Duff & Phelps, LLC, dated December 31, 2015, incorporated herein by reference to Annex B to the proxy statement. | |
| (c)-(2)* | Discussion materials prepared by Duff & Phelps, LLC for discussion with the Special Committee, dated December 31, 2015. | |
| (d)-(1)* | Agreement and Plan of Merger, dated as of December 31, 2015, by and among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the proxy statement. | |
| (d)-(2) | Support Agreement, dated December 31, 2015, by and among the Parent, Holdco, Rollover Shareholders, Shipshape Holdings Limited, Ultimate Lenovo Limited, Redpoint Associates IV, L.L.C., Redpoint Ventures IV, L.P., LC Fund V, L.P. and LC Parallel Fund V, L.P., incorporated herein by reference to Exhibit 99.4 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(3) | Limited Guarantee, dated December 31, by Mr. Chen in favor of the Company, incorporated herein by reference to Exhibit 99.24 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(4) | Limited Guarantee, dated December 31, by Mr. Guan in favor of the Company, incorporated herein by reference to Exhibit 99.25 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(5) | Limited Guarantee, dated December 31, by Kingsun in favor of the Company, incorporated herein by reference to Exhibit 99.26 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(6) | Limited Guarantee, dated December 31, by Junlianxinhai in favor of the Company, incorporated herein by reference to Exhibit 99. 27to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(7) | Limited Guarantee, dated December 31, by Ruipu Lehua in favor of the Company, incorporated herein by reference to Exhibit 99.28 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(8) | Limited Guarantee, dated December 31, by Peking Pusi in favor of the Company, incorporated herein by reference to Exhibit 99.29 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(9) | Limited Guarantee, dated December 31, by V Capital in favor of the Company, incorporated herein by reference to Exhibit 99.30 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(10) | Limited Guarantee, dated December 31, by LT Prosperity in favor of the Company, incorporated herein by reference to Exhibit 99.31 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
5
| (d)-(11) | Limited Guarantee, dated December 31, by Jiaxing Yaming in favor of the Company, incorporated herein by reference to Exhibit 99.32 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(12) | Limited Guarantee, dated December 31, by Jiaxing Nuoxin in favor of the Company, incorporated herein by reference to Exhibit 99.33 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(13) | Limited Guarantee, dated December 31, by Fortune in favor of the Company, incorporated herein by reference to Exhibit 99.34 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(14) | Limited Guarantee, dated December 31, by Newplus in favor of the Company, incorporated herein by reference to Exhibit 99.35 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(15) | Limited Guarantee, dated December 31, by Super Star in favor of the Company, incorporated herein by reference to Exhibit 99.36 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(16) | Limited Guarantee, dated December 31, by Xi Hui He Ying In in favor of the Company, incorporated herein by reference to Exhibit 99.37 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(17) | Limited Guarantee, dated December 31, by Greenwoods in favor of the Company, incorporated herein by reference to Exhibit 99.38 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(18) | Limited Guarantee, dated December 31, by Weiying Gefei in favor of the Company, incorporated herein by reference to Exhibit 99.39 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(19) | Limited Guarantee, dated December 31, by Ruitong in favor of the Company, incorporated herein by reference to Exhibit 99.40 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(20) | Interim Investors Agreement, dated December 31, 2015, by and among Holdco, Parent, Merger Sub, Rollover Shareholders and Sponsors, incorporated herein by reference to Exhibit 99.3 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (f)-(1)* | Dissenter Rights, incorporated herein by reference to the section entitled “Dissenter Rights” in the proxy statement. | |
| (f)-(2)* | Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex C to the proxy statement. | |
| (g) | Not applicable. | |
* Previously filed
6
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 7, 2016
| iDreamSky Technology Limited | ||
| By: | /s/ Ruby Rong Lu | |
| Name: Ruby Rong Lu | ||
| Title: Chairman of the Special Committee | ||
| Dream Technology Holdings Limited | ||
| By: | /s/ Michael Xiangyu Chen | |
| Name: Michael Xiangyu Chen | ||
| Title: Director | ||
| Dream Investment Holdings Limited | ||
| By: | /s/ Michael Xiangyu Chen | |
| Name: Michael Xiangyu Chen | ||
| Title: Director | ||
| Dream Merger Sub Limited | ||
| By: | /s/ Michael Xiangyu Chen | |
| Name: Michael Xiangyu Chen | ||
| Title: Director | ||
| Michael Xiangyu Chen | ||
| By: | /s/ Michael Xiangyu Chen | |
| Anfernee Song Guan | ||
| By: | /s/ Anfernee Song Guan | |
| Jeffrey Lyndon Ko | ||
| By: | /s/ Jeffrey Lyndon Ko | |
| Dream Data Services Limited | ||
| By: | /s/ Michael Xiangyu Chen | |
| Name: Michael Xiangyu Chen | ||
| Title: Director | ||
7
| DT01 Holding International Limited | ||
| By: | /s/ Anfernee Song Guan | |
| Name: Anfernee Song Guan | ||
| Title: Director | ||
| Shipshape Holdings Limited | ||
| By: | /s/ Jeffrey Lyndon Ko | |
| Name: Jeffrey Lyndon Ko | ||
| Title: Director | ||
| THL A19 Limited | ||
| By: | /s/ Lau Zhiping Martin | |
| Name: Lau Zhiping Martin | ||
| Title: Authorised Signatory | ||
| Prometheus Capital (International) Co, Ltd | ||
| By: | /s/ Sicong Wang | |
| Name: Sicong Wang | ||
| Title: Director | ||
| Kingsun (Shanghai) Investment Co., Ltd. | ||
| By: | /s/ Xiaowei Wu | |
| Name: Xiaowei Wu | ||
| Title: Chairman | ||
| Beijing Junlianxinhai Private Equity Investment Partnership (Limited Partnership) | ||
| By: | /s/ Jiaqing Li | |
| Name: Jiaqing Li | ||
| Title: Authorized Representative, Director and General Manager | ||
| Ruipu Lehua (Tianjin) Investment Center (Limited Partnership) | ||
| By: | /s/ Mingchen Zhang | |
| Name: Mingchen Zhang | ||
| Title: Executive Director | ||
8
| Peking Pusi Investment Co., Ltd. | ||
| By: | /s/ Sicong Wang | |
| Name: Sicong Wang | ||
| Title: Chairman | ||
| V Capital Company Limited | ||
| By: | /s/ Weiqing Tang | |
| Name: Weiqing Tang | ||
| Title: Partner | ||
| LT Prosperity (Tianjin) Asset Management LLP | ||
| By: | /s/ Xu Peng | |
| Name: Xu Peng | ||
| Title: Partner | ||
| Jiaxing Yaming Investment Partnership (Limited Partnership) | ||
| By: | /s/ Lina Zhu | |
| Name: Lina Zhu | ||
| Title: Authorized Representative of Executive Partner | ||
| Jiaxing Nuoxin Investment Partnership (Limited Partnership) | ||
| By: | /s/ Jingyuan Liang | |
| Name: Jingyuan Liang | ||
| Title: Managing Partner | ||
| Fortune Wisdom Venture Capital Co., Ltd. | ||
| By: | /s/ Zhou Liu | |
| Name: Zhou Liu | ||
| Title: Chairman and Founding Partner | ||
| Newplus iDream Investment Partnership (Limited Partnership) | ||
| By: | /s/ Jun Wang | |
| Name: Jun Wang | ||
| Title: Authorized Representative | ||
9
| Shanghai Super Star Venture Capital Partners (Limited Partnership) | ||
| By: | /s/ Zhenquan Ren | |
| Name: Zhenquan Ren | ||
| Title: Authorized Representative of Executive Partner | ||
| Guangxi Xi Hui He Ying Investment Management Partnership (Limited Partnership) | ||
| By: | /s/ Guangyi Huang | |
| Name: Guangyi Huang | ||
| Title: Director | ||
| Shanghai Greenwoods Asset Management Limited | ||
| By: | /s/ Jinzhi Jiang | |
| Name: Jinzhi Jiang | ||
| Title: Chief Executive Officer | ||
| Shanghai Weiying Gefei Investment Management Ltd. | ||
| By: | /s/ Shi Lei | |
| Name: Shi Lei | ||
| Title: Director | ||
| Hengqin Dream Yongtai Equity Investment Enterprise (Limited Partnership) | ||
| By: | /s/ Junwen Lei | |
| Name: Junwen Lei | ||
| Title: Executive Representative | ||
| Hengqin Dream Ruitong Equity Investment Enterprise (Limited Partnership) | ||
| By: | /s/ Heng Zhang | |
| Name: Heng Zhang | ||
| Title: Executive Representative | ||
10
Exhibit Index
| (a)-(1)* | Proxy Statement of the Company dated April 18, 2016 (the “proxy statement”). | |
| (a)-(2)* | Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the proxy statement. | |
| (a)-(3)* | Form of Proxy Card, incorporated herein by reference to Annex E to the proxy statement. | |
| (a)-(4)* | ADS Voting Instructions Card, incorporated herein by reference to Annex F to the proxy statement. | |
| (a)-(5) | Press Release issued by the Company, dated December 31, 2015 incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on December 31, 2015. | |
| (b)-(1) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Mr. Chen, incorporated herein by reference to Exhibit 99.6 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(2) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Mr. Guan, incorporated herein by reference to Exhibit 99.7 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(3) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Kingsun, incorporated herein by reference to Exhibit 99.8 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(4) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Junlianxinhai, incorporated herein by reference to Exhibit 99.9 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(5) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Ruipu Lehua, incorporated herein by reference to Exhibit 99.10 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(6) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Peking Pusi, incorporated herein by reference to Exhibit 99.11 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(7) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and V Capital, incorporated herein by reference to Exhibit 99.12 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(8) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and LT Prosperity, incorporated herein by reference to Exhibit 99.13 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(9) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Jiaxing Yaming, incorporated herein by reference to Exhibit 99.14 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(10) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Jiaxing Nuoxin, incorporated herein by reference to Exhibit 99.15 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
11
| (b)-(11) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Fortune, incorporated herein by reference to Exhibit 99.16 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(12) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Newplus, incorporated herein by reference to Exhibit 99.17 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(13) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Super Star, incorporated herein by reference to Exhibit 99.18 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(14) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Xi Hui He Ying, incorporated herein by reference to Exhibit 99.19 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(15) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Greenwoods, incorporated herein by reference to Exhibit 99.20 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(16) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Weiying Gefei, incorporated herein by reference to Exhibit 99.21 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(17) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Yongtai, incorporated herein by reference to Exhibit 99.22 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(18) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Ruitong, incorporated herein by reference to Exhibit 99.23 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(19) | Debt Commitment Letter, dated December 31, 2015, by and between Merger Sub and Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch, incorporated herein by reference to Exhibit 99.5 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(20)* | Fee Letter, dated December 31, 2015, by and between Merger Sub and Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch. | |
| (c)-(1)* | Opinion of Duff & Phelps, LLC, dated December 31, 2015, incorporated herein by reference to Annex B to the proxy statement. | |
| (c)-(2)* | Discussion materials prepared by Duff & Phelps, LLC for discussion with the Special Committee, dated December 31, 2015. | |
| (d)-(1)* | Agreement and Plan of Merger, dated as of December 31, 2015, by and among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the proxy statement. | |
| (d)-(2) | Support Agreement, dated December 31, 2015, by and among the Parent, Holdco, Rollover Shareholders, Shipshape Holdings Limited, Ultimate Lenovo Limited, Redpoint Associates IV, L.L.C., Redpoint Ventures IV, L.P., LC Fund V, L.P. and LC Parallel Fund V, L.P., incorporated herein by reference to Exhibit 99.4 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
12
| (d)-(3) | Limited Guarantee, dated December 31, by Mr. Chen in favor of the Company, incorporated herein by reference to Exhibit 99.24 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(4) | Limited Guarantee, dated December 31, by Mr. Guan in favor of the Company, incorporated herein by reference to Exhibit 99.25 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(5) | Limited Guarantee, dated December 31, by Kingsun in favor of the Company, incorporated herein by reference to Exhibit 99.26 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(6) | Limited Guarantee, dated December 31, by Junlianxinhai in favor of the Company, incorporated herein by reference to Exhibit 99.27 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(7) | Limited Guarantee, dated December 31, by Ruipu Lehua in favor of the Company, incorporated herein by reference to Exhibit 99.28 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(8) | Limited Guarantee, dated December 31, by Peking Pusi in favor of the Company, incorporated herein by reference to Exhibit 99.29 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(9) | Limited Guarantee, dated December 31, by V Capital in favor of the Company, incorporated herein by reference to Exhibit 99.30 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(10) | Limited Guarantee, dated December 31, by LT Prosperity in favor of the Company, incorporated herein by reference to Exhibit 99.31 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(11) | Limited Guarantee, dated December 31, by Jiaxing Yaming in favor of the Company, incorporated herein by reference to Exhibit 99.32 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(12) | Limited Guarantee, dated December 31, by Jiaxing Nuoxin in favor of the Company, incorporated herein by reference to Exhibit 99.33 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(13) | Limited Guarantee, dated December 31, by Fortune in favor of the Company, incorporated herein by reference to Exhibit 99.34 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(14) | Limited Guarantee, dated December 31, by Newplus in favor of the Company, incorporated herein by reference to Exhibit 99.35 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(15) | Limited Guarantee, dated December 31, by Super Star in favor of the Company, incorporated herein by reference to Exhibit 99.36 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
13
| (d)-(16) | Limited Guarantee, dated December 31, by Xi Hui He Ying In in favor of the Company, incorporated herein by reference to Exhibit 99.37 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(17) | Limited Guarantee, dated December 31, by Greenwoods in favor of the Company, incorporated herein by reference to Exhibit 99.38 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(18) | Limited Guarantee, dated December 31, by Weiying Gefei in favor of the Company, incorporated herein by reference to Exhibit 99.39 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(19) | Limited Guarantee, dated December 31, by Ruitong in favor of the Company, incorporated herein by reference to Exhibit 99.40 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(20) | Interim Investors Agreement, dated December 31, 2015, by and among Holdco, Parent, Merger Sub, Rollover Shareholders and Sponsors, incorporated herein by reference to Exhibit 99.3 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (f)-(1)* | Dissenter Rights, incorporated herein by reference to the section entitled “Dissenter Rights” in the proxy statement. | |
| (f)-(2)* | Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex C to the proxy statement. | |
| (g) | Not applicable. | |
* Previously filed
14
