(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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 §§240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the
following box. [ ]
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 (“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).
1.
|
NAME OF REPORTING PERSON: Jing Lou
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
|
|
(a)
|
[ ]
|
|
|
|
(b)
|
[ X ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
OO
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e):
|
[ ]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
12,332,383
(1)
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
12,332,383
(1)
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
12,332,383
(1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ X ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
|
|
|
|
|
7.5%
(2)
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
|
|
|
|
|
(1)
|
Includes (i) 12,098,933 ordinary shares, including ordinary shares as represented by the American Depository Shares, held indirectly by Jing Lou through an entity wholly owned by him, Achieve Well International Limited, as of April 9, 2013 and
(ii) 233,450 ordinary shares subject to certain vested options excisable by Jing Lou within 60 days of April 9, 2013.
|
(2)
|
Percentage calculated based on (i) 164,723,977 ordinary shares issued and outstanding as of April 9, 2013 and (ii) 233,450 ordinary shares subject to certain vested options excisable by Jing Lou within 60 days of April 9, 2013.
|
Page 3 of 25
1.
|
NAME OF REPORTING PERSON: Achieve Well
International Limited
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
|
|
(a)
|
[ ]
|
|
|
|
(b)
|
[ X ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
OO
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e):
|
[ ]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
British Virgin Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
12,098,933
(1)
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
12,098,933
(1)
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
12,098,933
(1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ X ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
|
|
|
|
|
7.3 %
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
CO
|
|
|
|
(1)
|
Includes ordinary shares represented by the American Depository Shares as of April 9, 2013.
|
(2)
|
Percentage calculated based on 164,723,977 ordinary shares issued and outstanding as of April 9, 2013.
|
Page 4 of 25
1.
|
NAME OF REPORTING PERSON: Dan Lou
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
|
|
(a)
|
[ ]
|
|
|
|
(b)
|
[ X ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
OO
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e):
|
[ ]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
People's Republic of China
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
10,121,101
(1)
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
10,121,101
(1)
|
|
10.
|
SHARED DISPOSITIVE POWER
|
[
|
|
|
|
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
10,121,101
(1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ X ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
|
|
|
|
|
6.1 %
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
|
|
|
|
|
(1)
|
Includes 10,121,101 ordinary shares, including ordinary
shares represented by the American Depository Shares, held indirectly by Dan Lou
through an entity wholly owned by him, Hero Grand Management Limited, as of
April 9, 2013.
|
(2)
|
Percentage calculated based on 164,723,977 ordinary shares
issued and outstanding as of April 9, 2013.
|
Page 5 of 25
1.
|
NAME OF REPORTING PERSON: Hero Grand Management
Limited
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
|
|
(a)
|
[ ]
|
|
|
|
(b)
|
[ X ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
OO
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e):
|
[ ]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
British Virgin Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
10,121,101
(1)
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
10,121,101
(1)
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
10,121,101
(1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ X ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
|
|
|
|
|
6.1 %
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
CO
|
|
|
|
|
|
(1)
|
Includes ordinary shares represented by the American
Depository Shares as of April 9, 2013.
|
(2)
|
Percentage calculated based on 164,723,977 ordinary shares issued and outstanding as of April 9, 2013.
|
Page 6 of 25
1.
|
NAME OF REPORTING PERSON: Bin Huang
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
|
|
(a)
|
[ ]
|
|
|
|
(b)
|
[ X ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
OO
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e):
|
[ ]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
People's Republic of China
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
1,650,745
(1)
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
1,650,745
(1)
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
1,650,745
(1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ X ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
|
|
|
|
|
1.0 %
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
|
|
|
|
|
(1)
|
Includes (i) 1,566,745 ordinary shares, including ordinary shares represented by the American Depository Shares, held indirectly by Bin Huang through a wholly owned entity, Known Virtue International Limited, as of April 9, 2013 and (ii) 84,000
ordinary shares subject to certain vested options excisable by Bin Huang within 60 days of April 9, 2013.
|
(2)
|
Percentage calculated based on (i) 164,723,977 ordinary shares issued and outstanding as of April 9, 2013 and (ii) 84,000 ordinary shares subject to certain vested options excisable by Bin Huang within 60 days of April 9, 2013.
|
Page 7 of 25
1.
|
NAME OF REPORTING PERSON: Known Virtue
International Limited
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
|
|
(a)
|
[ ]
|
|
|
|
(b)
|
[ X ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
OO
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e):
|
[ ]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
British Virgin Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
1,566,745
(1)
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
1,566,745
(1)
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
1,566,745
(1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ X ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
|
|
|
|
|
1.0 %
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
CO
|
|
|
|
|
|
(1)
|
Includes ordinary shares represented by the American Depository Shares as of April 9, 2013.
|
(2)
|
Percentage calculated based on 164,723,977 ordinary shares issued and outstanding as of April 9, 2013.
|
Page 8 of 25
1.
|
NAME OF REPORTING PERSON: Dongmei Su
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
|
|
(a)
|
[ ]
|
|
|
|
(b)
|
[ X ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
OO
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e):
|
[ ]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
People's Republic of China
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
1,302,221
(1)
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
1,302,221
(1)
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
1,302,221
(1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ X ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
|
|
|
|
|
0.8 %
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
|
|
|
|
|
(1)
|
Includes (i) 1,265,121 ordinary shares, including ordinary shares represented by the American Depository Shares, held indirectly by Dongmei Su through an entity wholly owned by her, Joint Palace Group Limited, as of April 9, 2013 and (ii) 37,100
ordinary shares subject to certain options excisable by Dongmei Su within 60 days of April 9, 2013.
|
(2)
|
Percentage calculated based on (i) 164,723,977 ordinary shares issued and outstanding as of April 9, 2013 and (ii) 37,100 ordinary shares subject to certain vested options excisable by Dongmei Su within 60 days of April 9, 2013.
|
Page 9 of 25
1.
|
NAME OF REPORTING PERSON: Joint Palace Group
Limited
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
|
|
(a)
|
[ ]
|
|
|
|
(b)
|
[ X ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
OO
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e):
|
[ ]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
British Virgin Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
1,265,121
(1)
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
1,265,121
(1)
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
1,265,121
(1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ X ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
|
|
|
|
|
0.8 %
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
CO
|
|
|
|
|
|
(1)
|
Includes ordinary shares represented by the American Depository Shares as of April 9, 2013.
|
(2)
|
Percentage calculated based on 164,723,977 ordinary shares issued and outstanding as of April 9, 2013.
|
Page 10 of 25
1.
|
NAME OF REPORTING PERSON: Bo Tan
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
|
|
(a)
|
[ ]
|
|
|
|
(b)
|
[ X ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
OO
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e):
|
[ ]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Canada
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
2,068,248
(1)
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
2,068,248
(1)
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
2,068,248
(1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ X ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
|
|
|
|
|
1.3 %
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
|
|
|
|
|
(1)
|
Includes (i) 1,960,700 ordinary shares, including ordinary shares represented by the American Depository Shares, held indirectly by Bo Tan through an entity wholly owned by him, Triple Talent Enterprises Ltd, as of April 9, 2013 and (ii) 107,548
ordinary shares subject to certain vested options excisable by Bo Tan within 60 days of April 9, 2013.
|
(2)
|
Percentage calculated based on (i) 164,723,977 ordinary shares issued and outstanding as of April 9, 2013 and (ii) 107,548 ordinary shares subject to certain vested options excisable by Bo Tan within 60 days of April 9, 2013.
|
Page 11 of 25
1.
|
NAME OF REPORTING PERSON: Triple Talent
Enterprises Ltd
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
|
|
(a)
|
[ ]
|
|
|
|
(b)
|
[ X ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
OO
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e):
|
[ ]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
British Virgin Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
1,960,700
(1)
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
1,960,700
(1)
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
1,960,700
(1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ X ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
|
|
|
|
|
1.2 %
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
CO
|
|
|
|
|
|
(1)
|
Includes ordinary shares represented by the American Depository Shares as of April 9, 2013.
|
(2)
|
Percentage calculated based on 164,723,977 ordinary shares issued and outstanding as of April 9, 2013.
|
Page 12 of 25
1.
|
NAME OF REPORTING PERSON: Ming Hu
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
|
|
(a)
|
[ ]
|
|
|
|
(b)
|
[ X ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
OO
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e):
|
[ ]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
People's Republic of China
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
865,043
(1)
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
865,043
(1)
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
865,043
(1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ X ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
|
|
|
|
|
0.5%
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
|
|
|
|
|
(1)
|
Includes 865,043 ordinary shares, including ordinary shares
represented by the American Depository Shares, held indirectly by Ming Hu through a wholly owned entity, Bonus Nation Limited, as of April 9, 2013.
|
(2)
|
Percentage calculated based on 164,723,977 ordinary shares
issued and outstanding as of April 9, 2013.
|
Page 13 of 25
1.
|
NAME OF REPORTING PERSON: Bonus Nation Limited
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
|
|
(a)
|
[ ]
|
|
|
|
(b)
|
[ X ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
OO
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e):
|
[ ]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
British Virgin Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
865,043
(1)
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
865,043
(1)
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
865,043
(1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ X ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
|
|
|
|
|
0.5%
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
CO
|
|
|
|
|
|
(1)
|
Includes ordinary shares represented by the American Depository Shares as of April 9, 2013.
|
(2)
|
Percentage calculated based on 164,723,977 ordinary shares issued and outstanding as of April 9, 2013.
|
Page 14 of 25
1.
|
NAME OF REPORTING PERSON: Jiaoe Zhang
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
|
|
(a)
|
[ ]
|
|
|
|
(b)
|
[ X ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
OO
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e):
|
[ ]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
People's Republic of China
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
814,811
(1)
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
814,811
(1)
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
814,811
(1)
)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ X ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
|
|
|
|
|
0.5%
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
|
|
|
|
|
(1)
|
Includes (i) 797,311 ordinary shares, including ordinary shares represented by the American Depository Shares, held indirectly by Jiaoe Zhang through a wholly owned entity, Wise Win Group Limited, as of April 9, 2013 and (ii) 17,500 ordinary
shares subject to certain vested options excisable by Jiaoe Zhang within 60 days of April 9, 2013.
|
(2)
|
Percentage calculated based on (i) 164,723,977 ordinary shares issued and outstanding as of April 9, 2013 and (ii) 17,500 ordinary shares subject to certain vested options excisable by Jiaoe Zhang within 60 days of April 9, 2013.
|
Page 15 of 25
1.
|
NAME OF REPORTING PERSON: Wise Win Group Limited
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
|
|
(a)
|
[ ]
|
|
|
|
(b)
|
[ X ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
OO
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e):
|
[ ]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
British Virgin Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
797,311
(1)
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
797,311
(1)
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
797,311
(1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ X ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
|
|
|
|
|
0.5%
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
CO
|
|
|
|
|
|
(1)
|
Includes ordinary shares represented by the American Depository Shares as of April 9, 2013.
|
(2)
|
Percentage calculated based on 164,723,977 ordinary shares issued and outstanding as of April 9, 2013.
|
Page 16 of 25
1.
|
NAME OF REPORTING PERSON: Ke Li
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
|
|
(a)
|
[ ]
|
|
|
|
(b)
|
[ X ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
OO
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e):
|
[ ]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
People's Republic of China
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
811,219
(1)
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
811,219
(1)
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
811,219
(1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ X ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
|
|
|
|
|
0.5%
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
|
|
|
|
|
(1)
|
Includes (i) 753,119 ordinary shares, including ordinary shares represented by the American Depository Shares, held indirectly by Ke Li through a wholly owned entity, Yorkwin Finance Limited, as of April 9, 2013 and (ii) 58,100 ordinary shares
subject to certain vested options excisable by Ke Li within 60 days of April 9, 2013.
|
(2)
|
Percentage calculated based on (i) 164,723,977 ordinary shares issued and outstanding as of April 9, 2013 and (ii) 58,100 ordinary shares subject to certain vested options excisable by Ke Li within 60 days of April 9, 2013.
|
Page 17 of 25
1.
|
NAME OF REPORTING PERSON: Yorkwin Finance Limited
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
|
|
(a)
|
[ ]
|
|
|
|
(b)
|
[ X ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
OO
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e):
|
[ ]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
British Virgin Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
753,119
(1)
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
753,119
(1)
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
753,119
(1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ X ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
|
|
|
|
|
0.5%
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
CO
|
|
|
|
|
|
(1)
|
Includes ordinary shares represented by the American Depository Shares as of April 9, 2013.
|
(2)
|
Percentage calculated based on 164,723,977 ordinary shares issued and outstanding as of April 9, 2013.
|
Page 18 of 25
1.
|
NAME OF REPORTING PERSON: Qingjie Zhang
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
|
|
(a)
|
[ ]
|
|
|
|
(b)
|
[ X ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
OO
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e):
|
[ ]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
People's Republic of China
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
166,147
(1)
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
166,147
(1)
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
166,147
(1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ X ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
|
|
|
|
|
0.1%
(2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
|
|
|
|
|
(1)
|
Includes (i) 159,147 ordinary shares held indirectly by Qingjie Zhang through a wholly owned entity, Topresult Management Limited, as of April 9, 2013 and (ii) 7,000 ordinary shares subject to certain vested options excisable by Qingjie Zhang
within 60 days of April 9, 2013.
|
(2)
|
Percentage calculated based on (i) 164,723,977 ordinary shares issued and outstanding as of April 9, 2013 and (ii) 7,000 ordinary shares subject to certain vested options excisable by Qingjie Zhang within 60 days of April 9, 2013.
|
Page 19 of 25
1.
|
NAME OF REPORTING PERSON: Topresult Management Limited
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
|
|
(a)
|
[ ]
|
|
|
|
(b)
|
[ X ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
OO
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e):
|
[ ]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
British Virgin Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
159,147
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
159,147
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
159,147
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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[ X ]
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13.
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
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|
|
|
|
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0.1%
(1)
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|
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14.
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TYPE OF REPORTING PERSON
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|
|
|
|
|
CO
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|
|
|
|
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(1)
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Percentage calculated based on 164,723,977 ordinary shares
issued and outstanding as of April 9, 2013.
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Page 20 of 25
This amendment No.1 (the Amendment No. 1) relates to the
ordinary shares, par value $0.0001 per share (the Shares), of 3SBio Inc. (the
Company). This Amendment No.1 is filed jointly by Jing Lou, Dan Lou, Bin
Huang, Dongmei Su, Bo Tan, Ming Hu, Jiaoe Zhang, Ke Li, Qingjie Zhang, Achieve
Well International Limited, Hero Grand Management Limited, Known Virtue
International Limited, Joint Palace Group Limited, Triple Talent Enterprises
Ltd, Bonus Nation Limited, Wise Win Group Limited, Yorkwin Finance Limited and
Topresult Management Limited, who are collectively referred to herein as the
Reporting Persons to amend and supplement the Items set forth below of the
Schedule 13D previously filed by the Reporting Persons with the Securities and
Exchange Commission (the SEC) on February 19, 2013 (the Schedule 13D).
Except as provided herein, this Amendment No.1 does not modify any of the
information previously reported on the Schedule 13D. Capitalized terms used but
not defined in this Amendment No.1 have meanings provided in the Schedule 13D.
ITEM 1.
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SECURITY AND ISSUER
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Item 1 of the Schedule 13D is hereby amended
and replaced by the following:
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This Schedule 13D relates to the Shares of the
Company. As of April 9, 2013, the Company has 164,723,977 issued and
outstanding Shares, including Shares represented by American Depositary
Shares, each representing seven Shares (the ADSs) (as provided by the
Company). The principal executive office of the Company is located at No.
3 A1, Road 10, Econ & Tech. Development Zone, Shenyang 110027,
Peoples Republic of China.
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ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
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Item 3 of the Schedule 13D is hereby amended
and supplemented by adding the following at the end thereof:
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On April 9, 2013, the Company caused all
the ordinary shares underlying the outstanding restricted stock awards of
the Company issued and reflected in the Register of Members of the
Company. As a result, an aggregate of 8,274,294 ordinary shares of the
Company were issued to the relevant Rollover Shareholders. Accordingly,
immediately prior to the effective time of the Merger, the Rollover
Shareholders will contribute to Parent an aggregate of 29,956,120 Shares,
and 231,839 restricted share units, each representing seven Shares, in
exchange for the same amount of shares of Holdco.
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Item 5 (a), 5(b) and 5(c) of the Schedule 13D
is hereby amended and replaced by adding the following :
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(a) (b)
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With respect to each of the Reporting Persons,
the responses to items 2-4 and the cover pages of this Amendment No.1 are
incorporated herein by reference, as if set forth in their entirety.
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As of April 9, 2013, Achieve Well International
Limited directly holds and has the sole voting and dispositive power over
12,098,933 Shares, representing approximately 7.3% of the outstanding
Shares. Jing Lou owns all outstanding capital of Achieve Well
International Limited and as a result, may be deemed to have beneficial
ownership over the Shares held by Achieve Well International Limited. In
addition, Jing Lou holds the vested options excisable by him to purchase
233,450 Shares within 60 days of April 9, 2013. As of April 9, 2013, Jing
Lou has the sole voting and dispositive power over 12,332,383 Shares,
representing approximately 7.5% of the outstanding Shares.
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As of April 9, 2013, Hero Grand Management
Limited directly holds and has the sole voting and dispositive power over
10,121,101 Shares, representing approximately 6.1% of the outstanding
Shares. Dan Lou owns all outstanding capital of Hero Grand Management
Limited and as a result, may be deemed to have beneficial ownership over
the Shares held by Hero Grand Management Limited. As of April 9, 2013, Dan
Lou has the sole voting and dispositive power over 10,121,101 Shares,
representing approximately 6.1% of the outstanding Shares.
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Page 21 of 25
As of April 9, 2013, Known Virtue
International Limited, directly holds and has the sole voting and dispositive
power over 1,566,745 Shares, representing approximately 1.0% of the outstanding
Shares. Bin Huang owns all outstanding capital of Known Virtue International
Limited and as a result, may be deemed to have beneficial ownership over the
Shares held by Known Virtue International Limited. In addition, Bin Huang holds
the vested options excisable by Bin Huang to purchase 84,000 Shares within 60
days of April 9, 2013. As of April 9, 2013, Bin Huang has the sole voting and
dispositive power over 1,650,745 Shares, representing approximately 1.0% of the
outstanding Shares.
As of April 9, 2013, Joint Palace Group
Limited directly holds and has the sole voting and dispositive power over
1,265,121 Shares, representing approximately 0.8% of the outstanding Shares.
Dongmei Su owns all outstanding capital of Joint Palace Group Limited and as a
result, may be deemed to have beneficial ownership over the Shares held by Joint
Palace Group Limited. In addition, Dongmei Su holds the options excisable by
Dongmei Su to purchase 37,100 Shares within 60 days of April 9, 2013. As of
April 9, 2013, Dongmei Su has the sole voting and dispositive power over
1,302,221 Shares, representing approximately 0.8% of the outstanding Shares.
As of April 9, 2013, Triple Talent
Enterprises Ltd directly holds and has the sole voting and dispositive power
over 1,960,700 Shares, representing approximately 1.2% of the outstanding
Shares. Bo Tan owns all outstanding capital of Triple Talent Enterprises Ltd and
as a result, may be deemed to have beneficial ownership over the Shares held by
Triple Talent Enterprises Ltd. In addition, Bo Tan holds the vested options
excisable by Bo Tan to purchase 107,548 Shares within 60 days of April 9, 2013.
As of April 9, 2013, Bo Tan has the sole voting and dispositive power over
2,068,248 Shares, representing approximately 1.3% of the outstanding Shares.
As of April 9, 2013, Bonus Nation
Limited directly holds and has the sole voting and dispositive power over
865,043 Shares, representing approximately 0.5% of the outstanding Shares. Ming
Hu owns all outstanding capital of Bonus Nation Limited and as a result, may be
deemed to have beneficial ownership over the Shares held by Bonus Nation
Limited. As of April 9, 2013, Ming Su has the sole voting and dispositive power
over 865,043 Shares, representing approximating 0.5% of the outstanding Shares.
As of April 9, 2013, Wise Win Group
Limited directly holds and has the sole voting and dispositive power over
797,311 Shares, representing approximately 0.5% of the outstanding Shares. Jiaoe
Zhang owns all outstanding capital of Wise Win Group Limited and as a result,
may be deemed to have beneficial ownership over the Shares held by Wise Win
Group Limited. In addition, Jiaoe Zhang holds the vested options excisable by
Jiaoe Zhang to purchase 17,500 Shares within 60 days of April 9, 2013. As of
April 9, 2013, Jiaoe Zhang has the sole voting and dispositive power over
814,811 Shares, representing approximately 0.5% of the outstanding Shares.
As of April 9, 2013, Yorkwin Finance
Limited directly holds and has the sole voting and dispositive power over
753,119 Shares, representing approximately 0.5% of the outstanding Shares. Ke Li
owns all outstanding capital of Yorkwin Finance Limited and as a result, may be
deemed to have beneficial ownership over the Shares held by Yorkwin Finance
Limited. In addition, Ke Li holds the options excisable by Ke Li to purchase
58,100 Shares within 60 days of April 9, 2013. As of April 9, 2013, Ke Li has
the sole voting and dispositive power over 811,219 Shares, representing
approximately 0.5% of the outstanding Shares.
As of April 9, 2013, Topresult
Management Limited directly holds and has the sole voting and dispositive power
over 159,147 Shares, representing approximately 0.1% of the outstanding Shares.
Qingjie Zhang owns all outstanding capital of Topresult Management Limited and
as a result, may be deemed to have beneficial ownership over the Shares held by
Topresult Management Limited. In addition, Qingjie Zhang holds the vested
options excisable by Qingjie Zhang to purchase 7,000 Shares within 60 days of
April 9, 2013. As of April 9, 2013, Qingjie Zhang has the sole voting and
dispositive power over 166,147 Shares, representing approximately 0.1% of the
outstanding Shares.
Page 22 of 25
By virtue of their actions in respect
of the Merger as described herein, the Rollover Shareholders may be deemed to
constitute a group within the meaning of Rule 13d-5(b) under the Exchange Act.
As a member of a group, each Rollover Shareholder may be deemed to beneficially
own the ordinary shares beneficially owned by the members of the group as a
whole; thus, the Reporting Persons may be deemed to beneficially own in the
aggregate 30,131,918 Shares of the Company, which represents approximately 18.2%
of the Shares of the Company. The Reporting Persons disclaim membership in any
group with any person other than as expressly set forth herein. In accordance
with Rule 13d-4 under the Exchange Act, each of the Reporting Persons disclaims
beneficial ownership of all Shares beneficially owned by any of the other
Reporting Persons, whose Shares are not reflected on the cover page for such
Reporting Persons.
(c)
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During the 60 days preceding the filing of this Amendment
No.1, none of the Reporting Persons has effected any transactions of the
Ordinary Shares.
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Page 23 of 25
SIGNATURES
After reasonable inquiry and to the best of his, her or its
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
|
Dated: April 9, 2013
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Jing Lou
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By:
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/s/
Jing Lou
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Dan Lou
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|
By:
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/s/
Dan Lou
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Bin Huang
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|
|
By:
|
/s/
Bin Huang
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Bo Tan
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|
|
|
By:
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/s/ Bo
Tan
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Dongmei Su
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|
|
|
By:
|
/s/
Dongmei Su
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|
|
|
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Ming Hu
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By:
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/s/
Ming Hu
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Jiaoe Zhang
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|
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By:
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/s/
Jiaoe Zhang
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Ke Li
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|
By:
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/s/ Ke
Li
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|
Achieve Well International
Limited
|
|
|
|
By:
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/s/
Jing Lou
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|
Name: Jing Lou
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|
Title: Director
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|
|
Hero Grand Management Limited
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|
|
|
By:
|
/s/
Dan Lou
|
|
Name: Dan Lou
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|
Title: Director
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Page 24 of 25
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Qingjie Zhang
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By: /s/ Qingjie Zhang
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|
|
Known Virtue International Limited
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|
|
|
By:
/s/ Bin Huang
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|
Name: Bin Huang
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|
Title: Director
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|
|
Joint Palace Group Limited
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|
|
|
By: /s/ Dongmei Su
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|
Name: Dongmei Su
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|
Title: Director
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|
Bonus Nation Limited
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|
|
|
By: /s/ Ming Hu
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|
Name: Ming Hu
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|
Title: Director
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|
|
|
Wise Win Group Limited
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|
|
|
By: /s/ Jiaoe Zhang
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|
Name: Jiaoe Zhang
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|
Title: Director
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|
Yorkwin Finance Limited
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|
|
|
By: /s/ Ke Li
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|
Name: Ke Li
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|
Title: Director
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|
Topresult Management Limited
|
|
|
|
By: /s/ Qingjie Zhang
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|
Name: Qingjie Zhang
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|
Title: Director
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|
Triple Talent Enterprises Ltd
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|
|
|
By: /s/ Bo Tan
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|
Name: Bo Tan
|
|
Title: Director
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Page 25 of 25