TAOM Taomee Holdings Limited American Depositary Shares (Each Representing 20 Ordinary Shares)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

UNDER SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

**

Not for trading, but only in connection with the registration of American Depositary Shares each representing 20 ordinary shares.

***

This CUSIP applies to the American Depositary Shares, each representing 20 ordinary shares.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

   

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Introductory Note

        This amendment No. 2 to Schedule 13D (this "Amendment No. 2) is filed jointly by Mr. Benson Haibing Wang ("Mr. Wang"), Joy Union Holdings Limited ("Joy Union" and together with Mr. Wang, the "Founder A Parties"), Roc Yunpeng Cheng ("Mr. Cheng") and Charming China Limited ("Charming China" and together with Mr. Cheng, the "Founder B Parties", and together with the Founder A Parties, the "Reporting Persons").

        This Amendment No. 2 amends and supplements the statement on Schedule 13D filed jointly with the Securities and Exchange Commission ("SEC") on June 5, 2015 by the Founder A Parties and the Founder B Parties with respect to ordinary shares, US$0.00002 per share ("Ordinary Shares"), including Ordinary Shares represented by American Depositary Shares ("ADSs," each ADS representing 20 Ordinary Shares), of Taomee Holdings Limited (the "Company" or the "Issuer"), as amended by Amendment No. 1 filed with the SEC on December 21, 2015 (as so amended, the "Schedule 13D").

Item 3.    Source and Amount of Funds or Other Consideration.

        Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

        On December 31, 2015, the Reporting Persons, Mr. Liqing Zeng ("Mr. Zeng") and Frontier Technology Holdings Limited (each a "Rollover Shareholder", and together, the "Rollover Shareholders") entered into an Amended and Restated Rollover and Support Agreement (the "Amended Rollover Agreement") with Orient TM Parent Limited ("Parent"), pursuant to which the parties agreed to amend and restate the Rollover and Support Agreement entered into by the parties dated as of December 11, 2015. The information disclosed in this paragraph is qualified in its entirety by reference to the Amended Rollover Agreement, a copy of which is filed as Exhibit 10 and is incorporated herein by reference in its entirety.

Item 5.    Interest in Securities of the Issuer.

        Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

        (a), (b) The following table sets forth the beneficial ownership of Ordinary Shares of the Issuer for each of the Reporting Persons.

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        Due to the nature of the transaction described in Item 4 of this statement, (a) the Founder A Parties and the Founder B Parties could be deemed to be part of a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with each other and with the Sponsor, and (b) the Founder A Parties may be deemed to beneficially own all of the Ordinary Shares beneficially owned by the Founder B Parties, and the Founder B Parties may be deemed to beneficially own all of the Ordinary Shares beneficially owned by the Fonder A Parties. As a result, Mr. Wang and Mr. Cheng may both be deemed to beneficially own an aggregate of 163,593,785 Ordinary Shares, or 22.8% of the total outstanding Ordinary Shares as of December 31, 2015, as well as the Ordinary Shares underlying share options exercisable by Mr. Wang and Mr. Cheng and the restricted shares to be vested to Mr. Wang and Mr. Cheng within 60 days of December 31, 2015. Each of the Founder A Parties disclaims beneficial ownership of any Ordinary Shares beneficially owned by any of the Founder B Parties or any other person, and each of the Founder B Parties disclaims beneficial ownership of any Ordinary Shares beneficially owned by any of the Founder A Parties or any other person.

(c)

None of the Reporting Persons has effected any transactions in the Ordinary Shares (including Ordinary Shares represented by ADSs) during the last sixty days.



(d)

Not Applicable.



(e)

Not Applicable.

Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

        Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

        On January 4, 2016, Mr. Wang, Mr. Cheng, Orient Ruide Capital Management (Shanghai) Co., Ltd. (the "Sponsor"), Mr. Zeng, Zhen Wei, Bin Wang and Yuliang Feng entered into a Restructuring Framework Agreement (the "Framework Agreement"), pursuant to which the parties agree to use commercially best efforts to restructure the Company and its subsidiaries after the effective time of the Merger, including transfer of equity interests in a subsidiary of the Company to third parties designated by the Sponsor, Mr. Wang and Mr. Cheng. The information disclosed in this paragraph is qualified in its entirety by reference to the Framework Agreement, a copy of which is filed as Exhibit 11, and is incorporated herein by reference in its entirety.

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        The information regarding the Amended Rollover Agreement under Item 3 is incorporated herein by reference in its entirety.

Item 7.    Material to Be Filed as Exhibits.

        Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

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SIGNATURE

        After reasonable 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: January 8, 2016

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Item 3. Source and Amount of Funds or Other Consideration.
Item 5. Interest in Securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.

SIGNATURE



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Exhibit 10

Execution Version

AMENDED AND RESTATED ROLLOVER AND SUPPORT AGREEMENT

        This AMENDED AND RESTATED ROLLOVER AND SUPPORT AGREEMENT (this "Agreement") is entered into as of December 31, 2015 by and among Orient TM Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), and certain shareholders of Taomee Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Company"), listed on Schedule A hereto (each, a "Shareholder" and collectively, the "Shareholders"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

        WHEREAS, Parent, Orient TM Merger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ("Merger Sub"), and the Company have, concurrently with the execution of this Agreement, entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving company and a wholly owned subsidiary of Parent (the "Merger"), upon the terms and subject to the conditions set forth in the Merger Agreement;

        WHEREAS, Parent and the Shareholders are parties to the Rollover and Support Agreement dated as of December 11, 2015 (the "Prior Agreement") and desire to amend and restate the Prior Agreement by entering into this Agreement on the terms and conditions set forth herein, which shall amend, restate, supersede and replace in its entirety the Prior Agreement;

        WHEREAS, as of the date hereof, each Shareholder is the beneficial owner (as defined under Rule 13d-3 of the Exchange Act) of certain ordinary shares, par value US$0.00002 per share, of the Company (the "Shares") (including Shares represented by American depositary shares of the Company, each representing 20 Shares) as set forth in the column titled "Owned Shares" opposite such Shareholder's name on Schedule A hereto (such Shares, together with any other Shares acquired (whether beneficially or of record) by such Shareholder after the date hereof and prior to the earlier of the Effective Time and the termination of all of such Shareholder's obligations under this Agreement, including any Shares acquired by means of purchase, dividend or distribution, or issued upon the exercise of any options or warrants or the conversion of any convertible securities or otherwise, being collectively referred to herein as the "Securities");

        WHEREAS, in connection with the consummation of the Merger, each Shareholder agrees to (a) the cancellation of a certain number of Shares as set forth in the column titled "Rollover Shares" opposite such Shareholder's name on Schedule A hereto (the "Rollover Shares") for no consideration in the Merger, (b) subscribe for newly issued shares of Parent (the "Parent Shares") immediately prior to the Closing, and (c) vote the Securities at the Company Shareholders' Meeting in favor of the Merger, in each case, upon the terms and conditions set forth herein;

        WHEREAS, in order to induce Parent and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger, the Shareholders are entering into this Agreement; and

        WHEREAS, the Shareholders acknowledge that Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Shareholders set forth in this Agreement.

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        NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1
VOTING; GRANT AND APPOINTMENT OF PROXY

        Section 1.01.    Voting.    From and after the date hereof until the earlier of the Closing and the termination of the Merger Agreement pursuant to and in compliance with the terms therein (such earlier time, the "Expiration Time"), each Shareholder irrevocably and unconditionally hereby agrees that at the Shareholders' Meeting or any other annual or special meeting of the shareholders of the Company, however called, at which any of the matters described in paragraphs (a) — (f) hereof is to be considered (and any adjournment or postponement thereof), or in connection with any written resolution of the Company's shareholders, such Shareholder shall (i) cause its representative(s) to appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present and (ii) vote or cause to be voted (including by proxy or written resolution, if applicable) all of such Shareholder's Securities:

        (a)   for the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions,

        (b)   against any Competing Transaction or any other transaction, proposal, agreement or action made in opposition to the authorization or the approval of the Merger Agreement or the Plan of Merger or in competition or inconsistent with the Merger and the other Transactions,

        (c)   against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Transactions, the Merger Agreement, the Plan of Merger or this Agreement or the performance by such Shareholder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiary or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiary; (iii) an election of new members to the board of directors of the Company, other than nominees of the Shareholders and nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company's memorandum or articles of association, except if approved in writing by Parent; or (v) any other action that would require the consent of Parent pursuant to the Merger Agreement, except if approved in writing by Parent,

        (d)   against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Shareholder contained in this Agreement or otherwise reasonably requested by Parent in order to consummate the Merger and the other Transactions,

        (e)   in favor of any other matter necessary to effect the Merger and the other Transactions, and

        (f)    in favor of any adjournment or postponement of the Company Shareholders Meeting or any other annual or special meetings of the shareholders of the Company, however called, at which any of the matters described in paragraphs (a) - (f) hereof is to be considered (and any adjournment or postponement thereof) as may be reasonably requested by Parent.

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        Section 1.02.    Grant of Irrevocable Proxy; Appointment of Proxy.    

        (a)   Each Shareholder hereby irrevocably appoints Parent and any designee thereof as its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) such Shareholder's Securities in accordance with Section 1.01 hereof at the Shareholders' Meeting or other annual or special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.01 hereof above is to be considered, in each case prior to the Expiration Time. Each Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Shareholder prior to the execution of this Agreement in respect of the voting of such Shareholder's Securities, if any, are not irrevocable and each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder's Securities. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

        (b)   Each Shareholder affirms that the irrevocable proxy set forth in this Section 1.02 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.02, is intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder's Securities in accordance with Section 1.01 hereof prior to the Expiration Time. The parties hereto agree that the foregoing is a voting agreement.

        Section 1.03.    Restrictions on Transfers.    Except as provided for in Article 3 below or pursuant to the Merger Agreement, each Shareholder hereby agrees that, from the date hereof until the Expiration Time, such Shareholder shall not, without the prior written consent of Parent, directly or indirectly, (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, "Transfer"), either voluntarily or involuntarily, or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Securities and (i) has, or would reasonably be expected to have, the effect of reducing or limiting such Shareholder's economic interest in such Securities and/or (ii) grants a third party the right to vote or direct the voting of such Securities (any such transaction, a "Derivative Transaction"), (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, (d) knowingly take any action that would make any representation or warranty of such Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Shareholder from performing any of its obligations under this Agreement, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d).

ARTICLE 2
NO SOLICITATION

        Section 2.01.    Restricted Activities.    Prior to the Expiration Time, each Shareholder, solely in its capacity as a shareholder of the Company, shall not, and shall cause its Representatives not to, without the prior written consent of Parent, directly or indirectly: (a) solicit, initiate or encourage (including by way of furnishing nonpublic information concerning any Group Company), or take any other action to

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facilitate, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) that constitutes, or that in the Company's good faith judgment could reasonably be expected to lead to, any Competing Transaction, (b) enter into, maintain or continue discussions or negotiations with, or provide any nonpublic information concerning any Group Company to, any person in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction, (c) agree to, approve, endorse or recommend any Competing Transaction or enter into any letter of intent or Contract or commitment contemplating or otherwise relating to any Competing Transaction, (d) release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Company is a party, or (e) authorize or permit any Representative to do any of the foregoing.

        Section 2.02.    Notification.    Each Shareholder, solely in its capacity as a shareholder of the Company, shall and shall cause its Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to any Competing Transactions. From and after the date hereof until the Expiration Time, each Shareholder shall promptly advise Parent in writing of (a) any Competing Transaction it receives in its capacity as a shareholder of the Company, (b) any request it receives in its capacity as a shareholder of the Company for non-public information relating to the Company or any of its Subsidiary, and (c) any inquiry or request for discussion or negotiation it receives in its capacity as a shareholder of the Company regarding a Competing Transaction, including in each case the identity of the Person or group of Persons making any such offer or proposal and the terms and conditions of any such Competing Transaction (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements). Each Shareholder, in its capacity as a shareholder of the Company, shall keep Parent fully informed, on a reasonably current basis, of the status and terms of any such Competing Transaction (including any amendments thereto) (including, if applicable, any revised copies of written requests, proposals and offers) and the status of any such discussions or negotiations to the extent known by such Shareholder. This Section 2.02 shall not apply to any Competing Transaction that is received only by the Company. Each Shareholder's receipt, in its capacity as a shareholder of the Company, of any Competing Transaction shall not relieve such Shareholder from any of its obligations hereunder.

        Section 2.03.    Capacity.    Notwithstanding anything to the contrary in this Agreement, (i) each Shareholder is entering into this Agreement, and agreeing to become bound hereby, solely in its capacity as a beneficial owner of the Securities owned by it and not in any other capacity (including without limitation any capacity as a director or officer of the Company) and (ii) nothing in this Agreement shall obligate such Shareholder or its Shareholder's Representatives to take, or forbear from taking, as a director or officer of the Company, any action which is inconsistent with its fiduciary duties under the applicable Laws.

ARTICLE 3
ROLLOVER SHARES

        Section 3.01.    Cancellation of Rollover Shares.    Subject to the terms and conditions set forth herein, (a) each Shareholder agrees that its Rollover Shares shall be cancelled at the Closing for no consideration, and (b) other than its Rollover Shares, all equity securities of the Company held by such Shareholder, if any, shall be treated as set forth in the Merger Agreement and not be affected by the provisions of this Agreement. Each Shareholder will take all actions necessary or appropriate to cause the number of Rollover Shares opposite such Shareholder's name on Schedule A hereto to be treated as set forth herein.

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        Section 3.02.    Subscription of Parent Shares.    Immediately prior to the Closing, in consideration for the cancellation of the Rollover Shares held by each Shareholder in accordance with Section 3.01 hereof, Parent shall issue to such Shareholder (or, if designated by such Shareholder in writing, an Affiliate of such Shareholder), and such Shareholder or its Affiliate (as applicable) shall subscribe for, the number of Parent Shares, at par value per share, equal to the number of Rollover Shares held by such Shareholder and cancelled pursuant to Section 3.01 hereof. Each Shareholder hereby acknowledges and agrees that (a) delivery of such Parent Shares shall constitute complete satisfaction of all obligations towards or sums due such Shareholder by Parent and Merger Sub in respect of the Rollover Shares held by such Shareholder and cancelled pursuant to Section 3.01 hereof, and (b) such Shareholder shall have no right to any Merger Consideration in respect of the Rollover Shares held by such Shareholder.

        Section 3.03.    Rollover Closing.    Subject to the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in Section 7.01 and Section 7.02 of the Merger Agreement (other than conditions that by their nature are to be satisfied or waived, as applicable, at the Closing), the closing of the subscription and issuance of Parent Shares contemplated hereby shall take place immediately prior to the Closing.

        Section 3.04.    Deposit of Rollover Shares.    No later than five (5) Business Days prior to the Closing, each Shareholder and any agent of such Shareholder holding certificates evidencing any of the Rollover Shares shall deliver or cause to be delivered to Parent all certificates representing the Rollover Shares in such Person's possession, for disposition in accordance with the terms of this Agreement; such certificates and documents shall be held by Parent or any agent authorized by Parent until the Closing.

ARTICLE 4
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SHAREHOLDERS

        Section 4.01.    Representations and Warranties.    Each Shareholder, severally and not jointly, represents and warrants to Parent as of the date hereof and as of the Closing:

        (a)   such Shareholder has full legal right, power, capacity and authority to execute and deliver this Agreement, to perform such Shareholder's obligations hereunder and to consummate the transactions contemplated hereby;

        (b)   this Agreement has been duly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby;

        (c)   assuming due authorization, execution and delivery by Parent, this Agreement constitutes a legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law);

        (d)   (i) such Shareholder (A) is and, immediately prior to the Closing, will be the beneficial owner of, and has and will have good and valid title to, the Securities, free and clear of Encumbrances other than as created by this Agreement, and (B) has and will have sole or shared (together with Affiliates controlled by such Shareholder) voting power, power of disposition, and power to demand dissenter's rights, in each case with respect to all of the Securities, with no limitations, qualifications, or restrictions on such rights, subject to applicable United States federal securities Laws, Laws of the Cayman Islands, Laws of the People's Republic of China and the terms of this Agreement; (ii) its

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Securities are not subject to any voting trust agreement or other Contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer of the Securities other than this Agreement; (iii) such Shareholder has not Transferred any interest in any of its Securities pursuant to any Derivative Transaction; (iv) as of the date hereof, other than its Owned Shares, such Shareholder does not own, beneficially or of record, any Shares, securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities); and (v) such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any of its Owned Shares, except as contemplated by this Agreement.

        (e)   except for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Shareholder for the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby, nor compliance by such Shareholder with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of any such Shareholder which is an entity, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on property or assets of such Shareholder pursuant to any Contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder's properties or assets;

        (f)    there is no Action pending against such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any such Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Shareholder of its obligations under this Agreement;

        (g)   such Shareholder has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning Parent Shares and such Shareholder acknowledges that it has been advised to discuss with its own counsel the meaning and legal consequences of such Shareholder's representations and warranties in this Agreement and the transactions contemplated hereby; and

        (h)   each Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder's execution, delivery and performance of this Agreement.

        Section 4.02.    Covenants.    Each Shareholder hereby:

        (a)   agrees, prior to the Expiration Time, not to knowingly take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have or could have the effect of preventing, impeding or interfering with or adversely affecting the performance by such Shareholder of its obligations under this Agreement;

        (b)   irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Shareholder may have with respect to such Shareholder's Securities (including without limitation any rights under Section 238 of the Companies Law) prior to the Expiration Time;

        (c)   agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), such Shareholder's identity and beneficial

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ownership of Shares or other equity securities of the Company and the nature of such Shareholder's commitments, arrangements and understandings under this Agreement;

        (d)   agrees and covenants, severally and not jointly, that such Shareholder shall promptly (and in any event within twenty-four (24) hours) notify Parent of any new Shares with respect to which beneficial ownership is acquired by such Shareholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company after the date hereof;

        (e)   agrees and covenants that it shall (i) pay any Taxes arising from or attributable to the receipt of (A) Merger Consideration by such Shareholder or its Affiliates pursuant to the Merger Agreement and/or (B) Parent Shares by such Shareholder or its Affiliates pursuant to this Agreement (collectively, the "Tax Liabilities") upon the earlier of the due date for such Taxes or thirty (30) days after receiving notice of such Taxes, and (ii) severally and not jointly, bear and pay, reimburse, indemnify and hold harmless Parent, Merger Sub, the Company and any Affiliate thereof (collectively, the "Indemnified Parties") for, from and against (A) any and all liabilities for Taxes imposed upon, incurred by or asserted against any of the Indemnified Parties, arising from or attributable to the Tax Liabilities (for the avoidance of doubt, the term "Tax Liabilities" shall include, without limitation, any and all liability for Taxes arising from or attributable to the receipt of Merger Consideration and/or Parent Shares as described in Section 4.02(e)(i) above, any liability for withholding Taxes); (B) any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, interests, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the Tax Liabilities; and (C) all losses, liabilities, damages, penalties, fines, awards, settlements, costs and expenses, actions, proceedings, claims and demands, including but not limited to any Parent Termination Fee paid by Parent, sustained by Parent or any Affiliate of Parent if the Closing fails to occur pursuant to the Merger Agreement as a result of its breach of this Agreement, and (iii) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to ensure that the Shareholder has adequate capital resources available to satisfy its indemnification obligations in accordance with this Section 4.02(e);

        (f)    agrees and covenants that, if it or its ultimate shareholder is or is deemed to be a resident of the PRC under the Laws of the PRC, it shall, as soon as practicable after the date hereof, use its reasonable best efforts to (i) submit an application to the State Administration of Foreign Exchange ("SAFE") for the registration of its holding of Shares (whether directly or indirectly) in the Company in accordance with the requirements of the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents' Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles promulgated on July 4, 2014 by SAFE (or any successor Law, rule or regulation), and (ii) complete such registration prior to the Closing; and

        (g)   agrees further that, upon request of Parent, such Shareholder shall execute and deliver any additional documents, consents or instruments and take such further actions as may reasonably be deemed by Parent to be necessary or desirable to carry out the provisions of this Agreement.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF PARENT

        Parent represents and warrants to each Shareholder that as of the date hereof and as of the Closing:

        (a)   Parent is duly organized, validly existing and in good standing under the Laws of the Cayman Islands and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Shareholders, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as

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enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law);

        (b)   Except for the applicable requirements described in Section 4.05(b) of the Merger Agreement, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which Parent or any of its property or asset is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of its properties or assets; and

        (c)   At Closing, the Parent Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, free and clear of all Encumbrances, other than restrictions arising under applicable securities Laws.

ARTICLE 6
TERMINATION

        This Agreement, and the obligations of the Shareholders hereunder (including, without limitation, Section 1.02 hereof), shall terminate and be of no further force or effect immediately upon the earlier to occur of (a) the Closing and (b) the date of termination of the Merger Agreement in accordance with its terms. Notwithstanding the preceding sentence, Section 4.2(e), this Article 6 and Article 7 hereof shall survive any termination of this Agreement. Nothing in this Article 6 shall relieve or otherwise limit any party's liability for any breach of this Agreement prior to the termination of this Agreement. If for any reason the Merger fails to occur but the subscription of Parent Shares contemplated by Section 3.03 hereof has already taken place, then Parent shall promptly take all such actions as are necessary to restore each such Shareholder to the position it was in with respect to ownership of the Rollover Shares prior to such subscription.

ARTICLE 7
MISCELLANEOUS

        Section 7.01.    Notices.    All notices, requests, claims, demands and other communications hereunder shall be in writing in the English language and shall be deemed to have been duly given (a) on the date of delivery if delivered personally, or if by facsimile or e-mail, upon written confirmation of receipt by facsimile or e-mail, (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier, or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail (postage prepaid, return receipt requested). All notices, requests, claims, demands and other communications hereunder shall be delivered to the addresses set forth below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.01):

        (a)   If to a Shareholder, to the address set forth next to such Shareholder's name on Schedule A hereto.

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        (b)   If to Parent:

36/F, Building No. 2, Orient International Financial Plaza
318 South Zhongshan Road
Shanghai 200010
People's Republic of China
Attention: Li Zhao
Facsimile: +86 21 6332 6705


with a copy to:

Shearman & Sterling
12th Floor, Gloucester Tower
The Landmark, 15 Queen's Road Central
Hong Kong
Attention: Stephanie Tang
Facsimile: +852 2140 0328

        Section 7.02.    Severability.    If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

        Section 7.03.    Entire Agreement.    This Agreement, together with the Merger Agreement and the Consortium Agreement, constitute the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements (including the Prior Agreement) and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

        Section 7.04.    Specific Performance.    Each Shareholder acknowledges and agrees that monetary damages would not be an adequate remedy in the event that any covenant or agreement of such Shareholder in this Agreement is not performed in accordance with its terms, and therefore agrees that, in addition to and without limiting any other remedy or right available to Parent, Parent will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof. Each Shareholder agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any such right, power or remedy by Parent or Merger Sub shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or Merger Sub.

        Section 7.05.    Amendment; Waiver.    At any time prior to the Expiration Time, any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Shareholders and Parent, or in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by a party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

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        Section 7.06.    Governing Law; Dispute Resolution.    This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York, provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the New York State Supreme Court Commercial Division in and for New York County, New York. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner set forth in Section 7.01 or any other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby (a) submits to the exclusive jurisdiction of any of the above-named courts for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 7.06, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the Action in such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

        Section 7.07.    Waiver of Jury Trial.    Each party hereto hereby irrevocably and unconditionally waives to the fullest extent permitted by applicable law any right it may have to trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement.

        Section 7.08.    No Third Party Beneficiaries.    There are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, obligations or liabilities, except as specifically set forth in this Agreement.

        Section 7.09.    Assignment; Binding Effect.    Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Parent may assign this Agreement (in whole but not in part) in connection with a permitted assignment of the Merger Agreement by Parent, as applicable. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns and, in the case of each Shareholder, his, her or its estate, heirs, beneficiaries, personal representatives and executors.

        Section 7.10.    No Presumption Against Drafting Party.    Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

        Section 7.11.    Counterparts.    This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement; provided, however, that if any of the Shareholders fails for any reason to execute, or perform their obligations under, this Agreement, this Agreement shall remain effective as to all parties executing this Agreement.

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        IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

   

Signature Page to Rollover and Support Agreement

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Signature Page to Rollover and Support Agreement

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Schedule A

Rollover Shares

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Exhibit 10
Execution Version

AMENDED AND RESTATED ROLLOVER AND SUPPORT AGREEMENT
ARTICLE 1 VOTING; GRANT AND APPOINTMENT OF PROXY
ARTICLE 2 NO SOLICITATION
ARTICLE 3 ROLLOVER SHARES
ARTICLE 4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SHAREHOLDERS
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PARENT
ARTICLE 6 TERMINATION
ARTICLE 7 MISCELLANEOUS
Schedule A Rollover Shares



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Exhibit 11

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Restructuring Framework Agreement
By
Consortium Members
And
Exiting Shareholders

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January 4, 2016

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Restructuring Framework Agreement

        The Restructuring Framework Agreement (hereinafter, this "Agreement") is signed by the following parties on January 4, 2016 in Shanghai, People's Republic of China (hereinafter, "PRC").

(1)

Wang Haibing, Chinese citizen, ID number: 342623198009143416 (hereinafter, "Wang Haibing");

(2)

Cheng Yunpeng, Chinese citizen, ID number: 230103197705216813 (hereinafter, "Cheng Yunpeng");

(3)

Orient Ruide Capital Management (Shanghai) Co., Ltd., a limited liability company incorporated and existing in accordance with the laws of the PRC, with the industrial and commercial registration ID number 310101000651602 (hereinafter, "Orient Ruide', and together with Wang Haibing and Cheng Yunpeng, the "Consortium Members");

(4)

Zeng Liqing, a Chinese citizen with ID number: 610113197001232130 (hereinafter, "Zeng Liqing");

(5)

Wei Zhen, a Chinese citizen with ID number: 652421197504283170 (hereinafter, "Wei Zhen");

(6)

Wang Bin, a Chinese citizen with ID number: 510502196504290433 (hereinafter, "Wang Bin");

(7)

Feng Yuliang, a Chinese citizen with ID number: 230107196712111551 (hereinafter, "Feng Yuliang", and together with Zeng Liqing, Wei Zhen, Wang Bin and Feng Yuliang, the "Exiting Shareholders").

        (All of the above parties are hereinafter referred to as the "Parties", and each is referred to as a "Party").

Recitals:

A.

Shanghai Taomee Inc. (hereinafter, "Shanghai Taomee") is established on the date of 8^th October in 2007, with its registration number 310104000394797 and the registration address at Floor 16, Building Two, Number 1528, Gumei Road in Xuhui district of Shanghai. Its scope of business includes the sale of computer hardware and software, computer internet software, toys, goods for daily use, clothing, shoes and hats, bags and leather goods, household goods, bedclothes, sports supplies, cosmetics, audio equipment and apparatuses, arts and crafts, craft gifts, decorations, stationery and office supplies, hardware and electric tools, domestic appliances, automobile parts (battery is excepted), lamps and lanterns, electronic products and communication equipment; technology development, technology consulting, technology services, technology transfer in the field of computer network system; design and production of all kinds of advertisements; sale and retail of books and newspapers; publishing of the Internet game; animation design; computer graphic design and production; culture and art communication planning (excluding brokerage); e-commerce (excluding finance service); information service business which belongs to the second class of value-added telecommunication business (limited to Internet information services but not including the Internet information services which involve news, publishing, education, health care, medicine and medical apparatuses and instruments. Internet electronic bulletin service is allowed).



B.

Shanghai Qidong Information Technology Co., Ltd. (hereinafter, "Shanghai Qidong", and collectively with Shanghai Taomee the "VIE Companies") is established on the date of 6^th March in 2006, with its registration number 310112000617840 and the registration address at 502-8, Building 23, Number 518, Xinzhuan Road, Songjiang High Tech Zone, Caohejing Development Zone in Shanghai. The scope of business includes technology development, technology consulting, technology services, technology transfer in the field of computer network system; computer system service; business advice; corporate management advice;

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investment advice (brokerage business under the category of content information is excluded); corporate image planning; marketing strategy planning.

C.

Shanghai Shengran Information Technology Co., Lt. (hereinafter, "WFOE"), with each of the VIE Companies and their respective current shareholders, entered into a series of agreements, including but not limited to Personal Loan Agreement, Option Agreement, Voting Rights of Equity Entrustment Agreement, an Irrevocable Power of Attorney, Exclusive Technology Service and Marketing Promotion Service Agreement, Business Operation Agreement, Equity Pledge Agreement (collectively referred to as "VIE Agreements"). Shareholders of Taomee Holdings Limited ("Cayman Taomee") exercise effective control over the VIE Companies through the VIE Agreements.



D.

Up to the date of signing this Agreement, the Exiting Shareholders are holding the shares of the VIE Companies to achieve the purposes of the aforesaid VIE Agreements, and their interests in Cayman Taomee and its subsidiaries incorporated in or out of the PRC (hereinafter, the "Group Companies") are reflected by holding the shares of Cayman Taomee directly or indirectly.



E.

For the reason that the Exiting Shareholders will exit from Cayman Taomee and the VIE Companies, the Parties agree to restructure the Group Companies according to this Agreement (hereinafter, the "Restructuring").

        The Parties hereby agree as follows:

1.     The Group Companies' Restructuring Plan

1.1

The Parties hereto acknowledge and confirm that the Parties would do their best to cooperate in the Restructuring so that the Exiting Shareholders will exit Cayman Taomee and the VIE Companies, after which all the Exiting Shareholders except Zeng Liqing would not have any rights or interests in the Group Companies.

1.2

The Exiting Shareholders all agree that, within 10 working days after Cayman Taomee completes its privatization and becomes a non-listed company, they shall sign the share transfer agreement with the Consortium Members or any other third party as indicated in written form by the Consortium Members that they shall transfer their shares of the VIE Companies (including all shares of Wei Zhen, Wang Bin and Feng Yuliang, and 25% shares held by Zeng Liqing) to the Consortium Members or any other third party as indicated in written form by the Consortium Members in accordance with this Agreement. Besides, the Exiting Shareholders shall submit written resignation to resign from their respective positions to the VIE Companies and cooperate to complete the administrative registration in the meantime.

1.3

The Consortium Members shall provide written documents through the WFOE agreeing the Exiting Shareholders to conduct the share transfer or waiving the WFOE's share pledge, in accordance with the requirements about VIE Companies' share transfer of the State Administration of Industry and Commerce.

2.     Purchase Price

        Parties agree and confirm that Exiting Shareholders shall only receive the consideration for their rights and interests in Cayman Taomee in the Restructuring and no additional consideration will be paid to the Exiting Shareholders in purchasing their shares in VIE Companies. The Exiting Shareholders shall transfer their shares of the VIE Companies to the Consortium Members or any other third party as indicated in written form by the Consortium Members for nil consideration. The Exiting Shareholders shall bear the taxes if the amount of taxes is calculated by a total amount of consideration which is higher than zero in accordance with PRC laws and regulations.

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3.     Representations and Warranties

        Each Party represents and warrants to the other parties:

(1)

It has the right and ability to sign and perform this Agreement and any restructuring documents to which it is a party.



(2)

It has fully and effectively authorized the signatories as its representative to sign this Agreement.



(3)

The execution and performance of this Agreement are authorized under its respective articles of association or partnership agreement, or by the government, the supervising departments and any third party, if necessary. Once signed, this Agreement is legally binding and enforceable.



(4)

The execution and performance of this Agreement will not result in the violation of: (i) any laws, regulations, judicial decisions, arbitration awards or administrative orders; (ii) any documents, contracts or agreements once signed by it; (iii) its articles of association, partnership agreements or internal rules (if applicable).



(5)

It will reasonably abide by all provisions of this Agreement and not make any acts or omissions which can affect the validity and/or enforceability of this Agreement.



(6)

It agrees and promises to urge any potential new shareholders of the VIE Companies who are not parties to this Agreement (if any) to sign a commitment letter, to accept the rights and obligations under this Agreement as if they were the parties of this Agreement from the very beginning.



(7)

It agrees and confirms to actively sign and provide any relevant legal documents for the Restructuring (hereinafter, "restructuring documents"), including but not limited to the relevant agreements or contracts, internal resolutions of the parties, procedural or evidential files required by governmental departments, and to actively cooperate in dealing with the relevant administrative procedures.



(8)

It promises and undertakes to, and to cause its affiliated parties or authorized representatives to, reasonably cooperate in the Restructuring and take any reasonable acts and measures without delay, including but not limited to attending the relevant shareholders meetings and board meetings of the Group Companies, agree to the related matters and sign or authorize other persons to sign the relevant shareholders resolutions and board resolutions, and sign restructuring documents, in order to conduct the related matters in a smooth way. The Parties shall not make any acts or omissions, directly or indirectly impede or delay any issues under this Agreement maliciously. To the extent that its interests are not damaged, each of the Parties agrees to make reasonable amendments to this Agreement according to the actual situation and it shall reasonably agree and accept the related clauses of restructuring documents signed by it as the a party.

4.     Liabilities

        Any party shall bear the liabilities for violations of this Agreement which would result in all or part of this Agreement could not be fulfilled, and indemnify the other parties for the losses suffered from such violations, including but not limited to legal costs, attorney fees and all costs paid for fulfilling this Agreement.

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5.     Applicable Law and Dispute Resolutions

5.1

The conclusion, validity, interpretation, performance, amendment, termination and dispute resolution of this Agreement shall be governed by the laws of the PRC.

5.2

Any disputes arising from or in connection with this Agreement shall be solved through friendly negotiation and mediation by the Parties. If failed, the disputes shall be referred to arbitration in Shanghai at Shanghai International Economic and Trade Arbitration Commission (hereinafter, the "SIETAC") according to the arbitration rules of the SIETAC then in effect. The arbitration award is final and binding on all Parties. The arbitration costs shall be afforded by the losing party and the proceedings shall be conducted in Chinese.

5.3

When conducting arbitration proceedings for any disputes arising from the interpretation and fulfillment of this Agreement, the Parties shall continue to exercise the rights and obligations under this Agreement other than the disputed issues.

6.     Confidentiality

        The Parties acknowledge and confirm that, the existence and content of this Agreement and any oral or written information exchanged by the Parties regarding this Agreement are confidential. The Parties shall keep all such information confidential and shall not disclose to any third party without the relevant parties' written consent, other than in the following situations: (a) such information is or will become known to the public (not being disclosed to the public by the party that receives the information without other parties' consent); (b) information being disclosed for the purpose of compliance with laws, regulations or rules of stock exchange; (c) if any party is required to disclose information for the deal referred in this Agreement to its legal or financial advisors, and such advisors shall also bear the responsibility of confidentiality. Disclosure made by an employee or a person engaged by any Party is deemed disclosure made by such Party and such Party shall bear the liabilities for breach of this Agreement. Regardless of the termination of this Agreement for any reason, this provision shall remain valid.

7.     Severability

        If one or more provisions of this Agreement were regarded as invalid, illegal or unenforceable under any applicable laws or regulations in any aspect, the validity, legality or enforceability of the remaining provisions shall not be affected or damaged. The Parties shall through sincere negotiations, replace those invalid, illegal or unenforceable rules to the extent permitted by the laws and to the extent nearest to the Parties' expectation. The valid rules mentioned above shall lead to the same or similar economic effects with those invalid, illegal or unenforceable ones as much as possible.

8.     Assumption

        This Agreement is effective to the successors and/or transferees of the Parties, who can enjoy rights and bear obligations under this Agreement. No Party shall transfer any rights or obligations under this Agreement without the other Parties' consent, if the successors or transferees could not guarantee the validity of assumption.

9.     Counterparts

9.1

The Agreement is executed in English and Chinese. Should there be any discrepancy between the two versions, the Chinese version of this Agreement shall prevail.

9.2

This Agreement is made in multiple copies and each Party holds one original version, faxed version or scanned version. And each one is granted as equally authentic.

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9.3

This Agreement is only to describe and regulate the Restructuring synoptically and the Parties of this Agreement could stipulate specific rules about certain issues in the restructuring documents. If there is any inconsistency between the specific rules in the restructuring documents and rules in this Agreement, the specific rules in the restructuring documents shall prevail.

9.4

Any supplements or revisions shall be made in written form and be effective after signed by all Parties of this Agreement.

(There is no text below)

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        On this account, Parties have signed the Agreement on the date recorded in the beginning of the Agreement, to be abided in credibility and integrity.

ORIENT RUIDE CAPITAL MANAGEMENT (SHANGHAI) CO., LTD.

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        On this account, Parties have signed the Agreement on the date recorded in the beginning of the Agreement, to be abided in credibility and integrity.

Benson Haibing Wang

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        On this account, Parties have signed the Agreement on the date recorded in the beginning of the Agreement, to be abided in credibility and integrity.

Roc Yunpeng Cheng

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        On this account, Parties have signed the Agreement on the date recorded in the beginning of the Agreement, to be abided in credibility and integrity.

Zeng Liqing

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        On this account, Parties have signed the Agreement on the date recorded in the beginning of the Agreement, to be abided in credibility and integrity.

Wei Zhen

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        On this account, Parties have signed the Agreement on the date recorded in the beginning of the Agreement, to be abided in credibility and integrity.

Wang Bin

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On this account, Parties have signed the Agreement on the date recorded in the beginning of the Agreement, to be abided in credibility and integrity.

Feng Yuliang

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Exhibit 11

Restructuring Framework Agreement



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Exhibit 12

Joint Filing Agreement

        In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value US$0.00002 per share, of Taomee Holdings Limited, and that this agreement may be included as an exhibit to such joint filing. Each person executing this agreement is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but no person executing this agreement is responsible for the completeness or accuracy of the information concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

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        IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of December 31, 2015.

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Exhibit 12

Joint Filing Agreement