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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of November 2015

Commission File Number: 001-35190

TAOMEE HOLDINGS LIMITED

16/F, Building No. A-2,

No. 1528 Gumei Road, Xuhui District

Shanghai 200233, People’s Republic of China

(86-21) 6128-0056

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  x       Form 40-F  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  November 9, 2015

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EXHIBIT INDEX

Exhibit 99.1 — Press Release

Exhibit 99.2 — Notice of Annual General Meeting

Exhibit 99.3 — Form of Proxy for Annual General Meeting

Exhibit 99.4 — Form of Voting Card for American Depositary Shares

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Exhibit 99.1

Taomee Holdings Limited to Hold Annual General Meeting on December 15, 2015

SHANGHAI, November 6, 2015 /PRNewswire/ — Taomee Holdings Limited (“Taomee”) (NYSE: TAOM), a leading children’s entertainment and media company in China, today announced that its annual general meeting (“AGM”) will be held at 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District, Shanghai, China on December 15, 2015 at 11:30 a.m. (Beijing Time).

Shareholders of record at the close of business on November 16, 2015 are entitled to receive notice of and to attend and vote at the annual meeting and any adjournment thereof.

The Notice of AGM and an accompanying proxy form for completion by holders of depository interests are available on Taomee’s investor relations website at http://ir.taomee.com/phoenix.zhtml?c=243417&p=irol-agm-new.

About Taomee Holdings Limited

Taomee Holdings Limited (“Taomee” or “the Company”) is China’s leader in children’s entertainment and media. Its award winning content offerings are both engaging and educational, endearing it to children, as well as to parents and teachers. The Company was founded in 2007 with the mission to bring joy and inspiration to children. Its popular character franchises, including SEER and MOLE’S WORLD, are distributed online via virtual worlds, web games and mobile applications, as well as through traditional media, including animated box office films, TV series, books and consumer products, most notably toys and trading cards. Its online community regularly achieves top search ranking in China, Hong Kong and Taiwan. Taomee has been consistently recognized for its leadership and innovative contributions to the children’s market, including accolades from China’s Ministry of Culture and the China Animation Association.

For more information, please visit: http://www.taomee.com/en_taomee.html

· Visit online virtual world communities at www.61.com

· Watch animations and films at http://v.61.com/

· Download mobile games and applications at http://m.61.com/

· Share with other parents and caregivers at http://mama.61.com/

For further information, please contact

Taomee Holdings Limited

Angela Wang

+86-21-61280056 Ext 8651

ir@taomee.com

Exhibit 99.2

TAOMEE HOLDINGS LIMITED
(Incorporated in the Cayman Islands with Limited Liability)
(NYSE Ticker: TAOM)

NOTICE OF ANNUAL GENERAL MEETING

To be held on December 15, 2015

NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Taomee Holdings Limited (the “Company”) will be held at 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District, Shanghai, China on December 15, 2015 at 11:30 a.m. (Beijing Time) for the purposes of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

1.              That Mr. Roc Yunpeng Cheng be re-elected as a Class A Director of the Company;

2.              That Mr. Changtian Wang be re-elected as a Class A Director of the Company;

3.              That Mr. Ted Lai be re-elected as a Class A Director of the Company; and

4.              That each of the Directors be authorized to take any and every action that might be necessary to effect the foregoing resolutions as such Director, in his or her absolute discretion, thinks fit.

The Board of Directors of the Company has fixed the close of business on November 16, 2015 as the record date (the “Record Date”) for determining the shareholders who are entitled to receive notice of and to attend and vote at the AGM or any adjournment or postponement thereof.

Holders of the Company’s American Depositary Shares (“ADSs”) who wish to exercise their voting rights for the underlying shares represented by their ADSs at the AGM must act through JPMorgan Chase Bank, N.A., the depositary of the Company’s ADS program.

Shareholders may obtain a copy of the Company’s annual report from the Company’s website at http://ir.taomee.com, or by writing to ir@taomee.com to request a physical or electronic copy.

Shanghai, People’s Republic of China

November 6, 2015

NOTES

1                                         Votes may be given either personally or by proxy.  A shareholder may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting.

2                                         Whether or not you propose to attend the AGM in person, you are strongly advised to complete and sign the enclosed form of proxy in accordance with the instructions printed on it and then deposit it (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District, Shanghai 200233, People’s Republic of China, or send copies of the foregoing by email to irisli@taomee.com, in each case marked for the attention of Iris Li, not less than 48 hours before the time for holding the AGM or adjourned AGM in accordance with the Third Amended and Restated Articles of Association of the Company. Returning the completed form of proxy will not preclude you from attending the AGM and voting in person if you so wish.  An instrument of proxy that is not deposited in the manner permitted shall be invalid.

3                                         The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.  A proxy needs not be a member of the Company.

4                                         In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names of the holders stand in the register of members of the Company.

5                                         Any corporation or other non-natural person which is a shareholder may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual shareholder.

6                                         If a clearing house (or its nominee) is a shareholder, it may, by resolution of its directors or other governing body or by power of attorney, authorise such person or persons as it thinks fit to act as its representative or representatives at any general meeting of the Company provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such person is so authorised.  A person so authorised pursuant to this provision shall be entitled to exercise the same powers on behalf of the clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise if it were an individual shareholder of the Company holding the number and class of shares specified in such authorisation.

7                                         A person may participate at the AGM by conference telephone or other communication equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in the AGM in this manner is treated as presence in person at that meeting.

The dial-in information of the AGM is as follows:

Passcode: +8621-969798

Dial-in number: 73165

Meeting number: 56888

Exhibit 99.3

TAOMEE HOLDINGS LIMITED

 (Incorporated in the Cayman Islands with Limited Liability)
(the “Company”)
(NYSE Ticker: TAOM)

Form of Proxy for Annual General Meeting (or any adjournment thereof) to be held on December 15, 2015 at 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District, Shanghai, China.

Introduction

This Form of Proxy is furnished for use at the Annual General Meeting (the “AGM”) of the Company to be held at 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District, Shanghai, China on December 15, 2015 at 11:30 a.m. (Beijing Time) (or any adjournment thereof) for the purposes set forth in the accompanying Notice of Annual General Meeting.

Only the holders of record of the ordinary shares of par value US$0.00002 each, (“Ordinary Shares”) at the close of business on November 16, 2015 (the “Record Date”) are entitled to receive notice of and to vote at the AGM.  Each Ordinary Share shall be entitled to one vote on all matters.

The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the proxy will exercise his/her discretion as to whether he/she votes and if so how.  Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation before the commencement of the AGM (or any adjournment thereof) at which the proxy is sought to be used or (ii) by voting in person at the AGM.

To be valid, this Form of Proxy must be completed, signed and (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) delivered to the Company’s office at 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District, Shanghai 200233, People’s Republic of China marked for the attention of Iris Li, not less than 48 hours before the time for holding the AGM or adjourned AGM in accordance with the Third Amended and Restated Articles of Association of the Company.

TAOMEE HOLDINGS LIMITED
 (Incorporated in the Cayman Islands with Limited Liability)
(NYSE Ticker: TAOM)

Form of Proxy for use at the Annual General Meeting (or any adjournment thereof) to be held on December 15, 2015 at 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District, Shanghai, China.

I/We,                                                                                    of                                                                                                                                                                                                         , being the registered holder(s) of                       ordinary shares (Note 1)of par value US$0.00002 each, of Taomee Holdings Limited (the “Company”) hereby appoint the Chairman of the Annual General Meeting(Note 2) or                                                                                                    of                                                                                                     as my/our proxy to attend and act for me/us at the Annual General Meeting (or any adjournment thereof) of the Company to be held at 11:30 a.m. (Beijing Time) on December 15, 2015 at 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District, Shanghai, China, for the purpose of considering and, if thought fit, passing and approving the resolutions referred to in the Notice of General Meeting dated November 6, 2015, and at such meeting (or any adjournment thereof) in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, or on any other matter which may be considered at the annual general meeting (or any adjournment thereof) as my/our proxy thinks fit.

Notes:

1                   Please insert the number of ordinary shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

2                   If any proxy other than the Chairman is preferred, strike out the words “THE CHAIRMAN OF THE ANNUAL GENERAL MEETING OR” and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his or her stead.  ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT.

Exhibit 99.4