Securities Registration: Employee Benefit Plan (s-8)
June 29 2017 - 8:36AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 29, 2017
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Autohome Inc.
(Exact
name of registrant as specified in its charter)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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10
th
Floor Tower B, CEC Plaza
3 Dan Ling Street
Haidian District, Beijing 100080
The Peoples Republic of China
+86-10-5985-7001
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Amended and Restated 2016 Share Incentive Plan
2016 Share Incentive Plan II (as amended by Amendment No.1 to the 2016 Share Incentive Plan II)
(Full title of the plan)
Law Debenture
Corporate Services Inc.
400 Madison Avenue, Suite 4D
New York, New York 10017
+1 212 750-6474
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging Growth Company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Copies to:
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Julian Jiun-Lang Wang
Chief Financial Officer
Autohome Inc.
10
th
Floor Tower B, CEC Plaza
3 Dan Ling Street
Haidian District, Beijing 100080
The Peoples Republic of China
+86-10-5985-7001
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Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower
The Landmark
15
Queens Road Central
Hong Kong
+852 3740-4700
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Haiping Li, Esq.
Skadden, Arps, Slate, Meagher &
Flom LLP
JingAn Kerry
Centre, Tower II, 46/F
1539 Nanjing West Road
Shanghai
The
Peoples Republic of China
+86 21 6193-8200
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
(1)
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Amount
to be Registered
(2)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Class A Ordinary Shares, par value $0.01 per share
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200,000
(3)
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$23.97
(3)
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$4,794,000
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$555.62
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Class A Ordinary Shares, par value $0.01 per share
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640,000
(3)
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$24.65
(3)
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$15,776,000
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$1,828.44
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Class A Ordinary Shares, par value $0.01 per share
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613,500
(3)
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$22.19
(3)
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$13,613,565
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$1,577.81
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Class A Ordinary Shares, par value $0.01 per share
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6,436,500
(4)
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$45.09
(4)
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$290,221,785
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$33,636.70
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Total
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7,890,000
(5)
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$324,405,350
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$37,598.58
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(1)
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These shares may be represented by the Registrants ADSs, each of which represents one Class A ordinary share. The Registrants ADSs issuable upon deposit of the Class A ordinary shares registered
hereby have been registered under a separate registration statement on Form F-6 (333-192583).
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(2)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this registration statement also covers an indeterminate number of additional shares which may be offered and issued
to prevent dilution from share splits, share dividends or similar transactions as provided in the Amended and Restated 2016 Share Incentive Plan (the A&R 2016 Plan) and the 2016 Share Incentive Plan II (the 2016 Plan II,
together with the A&R 2016 Plan, the Plans). Any Class A ordinary share covered by an award granted under the Plans (or portion of an award) that terminates, expires, lapses or repurchased for any reason will be deemed not to
have been issued for purposes of determining the maximum aggregate number of Class A ordinary shares that may be issued under the Plans.
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(3)
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The amount to be registered represents Class A ordinary shares issuable upon exercise of outstanding options granted under the A&R 2016 Plan and the corresponding proposed maximum offering price per
Class A ordinary share represents the exercise price of such outstanding options.
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(4)
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These Class A ordinary shares are reserved for future award grants under the Plans, including 3,436,500 Class A ordinary shares under the A&R 2016 Plan and 3,000,000 Class A ordinary shares under the
2016 Plan II, respectively, and the corresponding proposed maximum offering price per Class A ordinary share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities
Act, is based on $45.09 per ADS, the average of the high and low prices for the Registrants ADSs as quoted on the New York Stock Exchange on June 26, 2017.
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(5)
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Any Class A ordinary share covered by an award granted under the Plans (or portion of an award) that terminates, expires, lapses or repurchased for any reason will be deemed not to have been issued for purposes of
determining the maximum aggregate number of Class A ordinary shares that may be issued under the Plans.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
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Plan Information*
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Item 2.
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Registrant Information and Employee Plan Annual Information*
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Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.
The documents containing information specified in this Part I will be separately provided to the participants covered by the Plans, as specified by Rule 428(b)(1) under the Securities Act.
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PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference
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The following documents
previously filed by Autohome Inc. (the Registrant) with the Securities and Exchange Commission (the Commission) are incorporated by reference herein:
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(a)
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The Registrants annual report on Form 20-F for the fiscal year ended December 31, 2016 filed with the Commission on April 25, 2017;
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(b)
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The Registrants reports on Form 6-K furnished on February 23, 2017, March 3, 2017, May 11, 2017, May 26, 2017 and June 27, 2017;
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(c)
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The description of the Registrants Class A ordinary shares incorporated by reference in the Registrants registration statement on Form 8-A (File No. 001-36222) filed with the Commission on
December 4, 2013, including any amendment and report subsequently filed for the purpose of updating that description.
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All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to
be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be
incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.
Item 4.
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Description of Securities
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Not applicable.
Item 5.
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Interests of Named Experts and Counsel
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Not applicable.
Item 6.
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Indemnification of Directors and Officers
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Cayman Islands law does
not limit the extent to which a companys articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such
as to provide indemnification against civil fraud or the consequences of committing a crime. The Registrants fourth amended and restated articles of association, adopted by its shareholders on November 27, 2013, provide that the
Registrant may indemnify its directors and officers against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such persons in their capacity as such, except through their own dishonesty,
wilful default or fraud.
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Pursuant to the indemnification agreements, the form of which was filed as Exhibit 10.3 to the
Registrants registration statement on Form F-1, as amended (File No. 333-192085), the Registrant has agreed to indemnify its directors and officers against certain liabilities and expenses incurred by such persons in connection with
claims made by reason of their being such a director or officer.
Pursuant to the A&R 2016 Plan and the 2016 Plan II, which were
respectively filed as Exhibit 4.65 and Exhibit 4.66 to the Registrants annual report for the year ended December 31, 2016 on Form 20-F (File No. 001-36222), the Registrant has agreed to indemnify its plan administrative committee
members and other directors against certain liabilities and expenses incurred by such persons in connection with claims made by reason of any action or failure to act pursuant to the Plans.
The Underwriting Agreements, the forms of which were filed as Exhibit 1.1 to the Registrants registration statement on
Form F-1,
as amended (File No. 333-192085) and Exhibit 1.1 to the Registrants registration statement on Form F-1, as amended (File No. 333-199862), also provides for indemnification of the
Registrant for certain liabilities, including liabilities arising under the Securities Act, but only to the extent that such liabilities are caused by information relating to the underwriters furnished to the Registrant in writing expressly for use
in such registration statement and certain other disclosure documents.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
The Registrant also maintains a directors and officers liability
insurance policy for its directors and officers.
Item 7.
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Exemption From Registration Claimed
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Not applicable.
See the Index to Exhibits attached hereto.
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement; and
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(iii)
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to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to that information in the registration statement;
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provided
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however
, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on June 29, 2017.
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Autohome Inc.
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By:
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/s/ Min Lu
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Name:
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Min Lu
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Title:
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Chairman of the Board and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each
of Min Lu and Julian Jiun-Lang Wang, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such persons name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said
attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Min Lu
Min
Lu
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Chairman of the Board and Chief Executive Officer
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June 29, 2017
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/s/ Dong Liu
Dong Liu
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Director
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June 29, 2017
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/s/ Han Qiu
Han Qiu
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Director
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June 29, 2017
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/s/ Guo Ping Wang
Guo Ping Wang
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Director
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June 29, 2017
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/s/ Yan Kang
Yan Kang
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Director and President
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June 29, 2017
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/s/ Julian Jiun-Lang Wang
Julian Jiun-Lang Wang
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Director and Chief Financial Officer
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June 29, 2017
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/s/ Junling Liu
Junling Liu
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Director
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June 29, 2017
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/s/ Tianruo Pu
Tianruo Pu
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Director
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June 29, 2017
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/s/ Dazong Wang
Dazong Wang
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Director
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June 29, 2017
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6
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Autohome Inc.,
has signed this registration statement or amendment thereto in New York on June 29, 2017.
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Authorized U.S. Representative
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By:
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/s/ Giselle Manon
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Name:
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Giselle Manon, on behalf of Law
Debenture
Corporate Services Inc.
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Title:
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Service of Process Officer
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7
EXHIBIT INDEX
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Exhibit
Number
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Description
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4.1
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Fourth Amended and Restated Memorandum and Articles of Association of the Registrant, adopted on November 27, 2013 (incorporated herein by reference to Exhibit 3.2 to the registration statement on Form F-1, as amended
(File No. 333-192085), initially filed with the Securities and Exchange Commission on November 4, 2013)
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4.2
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Registrants Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1, as amended (File No. 333-192085), initially filed with the Securities and
Exchange Commission on November 4, 2013)
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4.3
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Deposit Agreement among the Registrant, the depositary and holders of the American Depositary Receipts dated as of December 10, 2013 (incorporated herein by reference to Exhibit 4.3 to the registration statement on Form S-8
(File No. 333-196006), filed with the Securities and Exchange Commission on May 16, 2014)
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5.1*
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Opinion of Maples and Calder (Singapore) LLP, regarding the legality of the Class A ordinary shares being registered
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10.1
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Amended and Restated 2016 Share Incentive Plan (incorporated herein by reference to Exhibit 4.65 to the annual report on Form 20-F (File No. 001-36222), filed with the Securities and Exchange Commission on April 25, 2017)
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10.2
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2016 Share Incentive Plan II (as amended by Amendment No.1 to the 2016 Share Incentive Plan II) (incorporated herein by reference to Exhibit 4.66 to the annual report on Form 20-F (File No. 001-36222), filed with the Securities and
Exchange Commission on April 25, 2017)
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23.1*
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Consent of PricewaterhouseCoopers Zhong Tian LLP, Independent Registered Public Accounting Firm
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23.2*
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Consent of Maples and Calder (Singapore) LLP (included in Exhibit 5.1)
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23.3*
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Consent of Commerce & Finance Law Offices
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24.1*
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Powers of Attorney (included on signature page hereto)
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