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CBK Digest, June 12, 2015

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GOING PRIVATE NEWS

Renren Receives “Going Private” Proposal
The board of Beijing-based Renren Inc. (NYSE: RENN) received a “Going Private” offer on June 10, 2015, from Mr. Joseph Chen, Chairman of the Board and CEO of the company, and Mr. James Jian Liu, a member of the Board and COO of the company. The proposed price for ordinary share is $1.40, or $4.20 for ADS. Chen and Liu currently own approximately 32 percent of ordinary shares of the company, representing approximately 49 percent in the company’s shareholder voting power. They intend to fund the transaction with a combination of debt and equity capital, and rollover equity in the company.

Homeinns Receives Going Private Proposal
The board of Shanghai-based Homeinns Hotel Group (Nasdaq: HMIN) received a “going private” proposal on June 11, 2015, from company founders and board members, including Mr. Neil Nanpeng Shen, who is a co-founder and co-chairman of the company, James Jianzhang Liang, co-founder and director of the company and chairman of the board of directors and CEO of Ctrip, and David Jian Sun, CEO and director of the company. The offer is priced is $32.81 in cash per ADS. The buyer group beneficially owns an aggregate of approximately 35 percent of all of the company’s issued and outstanding ordinary shares.

E-House Receives Going Private Offer
The board of Shanghai-based E-House Holdings Ltd. (NYSE: EJ) received a non-binding proposal letter, dated June 9, 2015, from Mr. Xin Zhou, co-chairman of the board and CEO of E-House, and Mr. Neil Nanpeng Shen, a member of the board. The transaction is priced at $7.38 per ADS. Mr. Zhou, Mr. Shen and their respective affiliates beneficially own an aggregate of approximately 26 percent of the company’s total issued and outstanding shares. E-House’s board has formed a special committee consisting of five independent, disinterested directors, Mr. Winston Li, Mr. Bing Xiang, Mr. Hongchao Zhu, Mr. Jeffrey Zhijie Zeng and Mr. David Jian Sun, to consider the transaction. The independent committee intends to retain advisors to assist it in its work.

21Vianet Receives “Going Private” Offer
The board of Beijing-based 21Vianet Group Inc. (Nasdaq: VNET) received a “going private” offer on June 10, 2015, from Mr. Josh Sheng Chen, chairman of the board and CEO of the company, Kingsoft Corp. Ltd. and Tsinghua Unigroup International Co., Ltd. The offer is priced at $3.83 per ordinary share, $23.00 in cash per ADS. 21Vianet Group, Inc. is a carrier-neutral internet data center services provider in China.

JA Solar Receives “Going Private” Proposal
The board of Shanghai-based JA Solar Holdings Co. Ltd. (Nasdaq: JASO) received a “Going Private” proposal from dated June 5, 2015, from Mr. Baofang Jin, company chairman and CEO, and Jinglong Group Co., Ltd., a British Virgin Islands company of which Baofang Jin is the sole director. The buyout is priced at US $1.938 per ordinary share, or $9.69 per ADS.

Jiayuan.com Receives an Amended “Going Private” Offer
–Proposed Increase Per Share

The Special Committee of the board of Jiayuan.com (Nasdaq: DATE) has received an amended “Going Private” proposal. The buyer, Vast Profit Holdings Ltd., has proposed to increase the consideration payable to a price per share of $4.80, or $7.20 per ADS, from the price per share of $3.58, or $5.37 per ADS. The original proposal was dated March 3, 2015.

CMGE Reaches Definitive Agreement in Regard to “Going Private” Offer
The board of Hong Kong-based China Mobile Games and Entertainment Group Ltd. (Nasdaq: CMGE) has entered into a definitive agreement to accept the “Going Private” proposal from Pegasus Investment Holdings Ltd. and its sub. The deal is priced at $1.5714 per Class A or Class B ordinary share, or $22.00 per ADS. The company’s board unanimously approved the merger agreement and the transaction and resolved to recommend that the company’s shareholders vote to authorize and approve the merger. Duff & Phelps, LLC is serving as financial advisor to the company. Kirkland & Ellis is serving as U.S. legal advisor to the Company and Guantao Law Firm and Maples and Calder are serving as PRC and Cayman Islands legal advisors to the company, respectively. Wilson Sonsini Goodrich & Rosati, P.C. is serving as U.S. legal advisor to the Buyers and King & Wood Mallesons and Conyers Dill & Pearman are serving as PRC and Cayman Islands legal advisors to the buyers, respectively.

Sungy Mobile Enters into Definitive Agreement for “Going Private” Merger
The board of Guangzhou-based Sungy Mobile Ltd. (Nasdaq: GOMO) has entered a definitive agreement in regard to is “Going Private” offer from Sunflower Parent Ltd. formed by Mr. Yuqiang Deng, Mr. Zhi Zhu, IDG-Accel China Growth Fund L.P., IDG-Accel China Growth Fund-A L.P., IDG Technology Venture Investment III, L.P., IDG-Accel China Investors L.P. and CBC Mobile Venture Ltd., together with Mr. Deng, Mr. Zhu and IDG, the “Rollover Shareholders”) and Sunflower Merger Sub Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of parent. ADS shareholders will receive $4.90. The merger with the proceeds from a committed loan facility in the amount of up to $98 million arranged by China Merchants Bank Co., Ltd., New York Branch, pursuant to a debt commitment letter. In connection with the Merger, Duff & Phelps (Duff & Phelps, LLC and Duff & Phelps Securities, LLC) is serving as financial advisor to the Special Committee; Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal advisor to the Special Committee; Maples and Calder is serving as Cayman Islands legal advisor to the Special Committee; Orrick, Herrington & Sutcliffe LLP is serving legal advisor to the consortium of the Rollover Shareholders, as well as Mr. Deng and Mr. Zhu; Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor to IDG; O’Melveny & Myers LLP is serving as legal advisor to CBC; and Gibson, Dunn & Crutcher LLP is serving as legal advisor to Duff & Phelps.

OFFERINGS

Nord Anglia Education Announces Pricing of Follow-On Offering of Ordinary Shares
Hong Kong-based Nord Anglia Education Inc. (NYSE: NORD) announced on June 10, 2015, for a follow-on offering of 7,100,000 ordinary shares at a price of $24.00 per share. Closing of the offering is expected to occur on June 16, 2015, subject to customary closing conditions. Of the shares being offered, 5,200,000 shares are being offered by Nord Anglia Education and 1,900,000 shares are being offered by two selling shareholders. In connection with the offering, Nord Anglia Education and one of the selling shareholders, Premier Education Holdings Ltd. have granted the underwriters a 30-day option to purchase up to an additional 60,000 and 1,005,000 ordinary shares, respectively. Nord Anglia Education operates international schools internationally,serving students from kindergarten through the end of secondary school (K-12). It teaches over 23,700 students at 35 schools in China, Europe, the Middle East and Southeast Asia and North America.

China Biologic Announces Pricing of Public Offering of Common Stock
Beijing-based China Biologic Products Inc. (Nasdaq: CBPO) has priced a follow-on offering of 3,000,000 shares of common stock at a public offering price of $105 per share. The company will be offering 700,000 shares and certain selling stockholders will be offering 2,300,000 shares of common stock. In addition, the underwriters have a 30-day option to purchase up to 105,000 additional shares of common stock from the company and 345,000 additional shares of common stock from the selling stockholders. Morgan Stanley & Co. International plc, Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Jefferies LLC are acting as joint book-running managers for the offering and Lazard Freres & Co. LLC is acting as a co-manager.

MERGERS & DEALS

WoWo Changes Plans
Beijing-based WoWo Ltd. (Nasdaq: WOWO) plans to form a with an Internet online platform catering to the food service company in conjunction with Join Me Group (HK) Investment Company Ltd. (“JMU”). The company will be renamed JM WOWO. It will be headquartered in Hong Kong. WoWo will pay $30 million in cash to acquire all the issued and outstanding shares of JMU from its shareholders. In addition, WoWo will also issue 72,000,000 ordinary shares of the company to its Chairman and CEO, Mr. Maodong Xu at a purchase price of the equivalent of $10 per ADS, for a total purchase price of $40 million. Under the new management scheme, JM WOWO will have co-chairpersons and co-CEOs. Mr. Maodong Xu, Chairman and CEO of WoWo, will serve as a Co-Chairman of JM WOWO. Mr. Jianguang Wu, Executive President of WoWo, will serve as a Co-CEO. Ms. Xiaoxia Zhu, Chairman and CEO of JMU, will serve as Co-Chairman and Co-CEO. Skadden, Arps, Slate, Meagher & Flom served as a U.S. legal advisor to WoWo, while King & Wood Mallesons served as a PRC legal advisor. OF NOTE: WoWo has only been trading on the Nasdaq since early April 2015 (3 months).

VisionChina Closes Baidu-led financing for Qianhai Mobile
–Baidu’s Zhen Xiong Joins VisionChina’s Board
Beijing-based VisionChina Media Inc. (Nasdaq: VISN) closed a $11.5 million Series A equity transaction for Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd. from Baidu. Qianhai mobile is now valued at over $100 million. VisionChina Media also announced that, with the closing of the transaction, Mr. Zhen Xiong, Baidu’s vice general manager of mobile application distribution, joins the company’s board of directors. Mr. Xiong has more than 10 years of experience in the Internet sector, including senior positions at Xunlei Ltd. as well as Baidu’s MP3 and video search business. VisionChina Media Inc. operates an out-of-home advertising network on mass transportation systems, including buses and subways. Qianhai Mobile is the subsidiary of VisionChina. It provides WIFI on bus transit.

500.com Raises $123M via Strategic Investor
Shenzhen-based 500.com Ltd. (NYSE: WBAI) has inked a deal with Tshinghua Unigroup International Co., Ltd. as a strategic investor, estimated at $123.8 million. The company will purchase 63,500,500 newly issued Class A ordinary shares at $1.95 (corresponding to $19.5 per ADRs). The closing is expected to take place on or before June 30, 2015. Upon closing, Tsinghua Unigroup will hold 15.2 percent of the outstanding ordinary shares. Mr. Weiguo Zhao, the chairman of Tsinghua Unigroup will be appointed to the board upon the closing.

MISCELLANY

Sutor Reserves New Ticker Symbol
Changshu-based Sutor Technology Group Ltd. (Nasdaq: SUTR) has reserved a new ticker symbol of “TOR.” The company transformed from a traditional steel manufacturer to a fine finished steel supply chain service provider. Management wants to change the ticker to “help foster a stronger and more recognizable brand.” No word on when the company will start trading under “TOR.”

PRIVATE COMPANY NEWS

Luqa Pharma Secures $15M
Hong Kong-based Luqa Pharmaceuticals, which has a focus on dermatology, secured a $15 million round of financing led by Morningside Ventures. Proceeds will be used to expand, develop and fund on-going operations and commercialization of Luqa’s product range.