0001144204-11-021639.txt : 20110413 0001144204-11-021639.hdr.sgml : 20110413 20110413060448 ACCESSION NUMBER: 0001144204-11-021639 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110413 DATE AS OF CHANGE: 20110413 GROUP MEMBERS: ARC CAPITAL HOLDINGS LIMITED GROUP MEMBERS: ARC CAPITAL PARTNERS LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Funtalk China Holdings Ltd CENTRAL INDEX KEY: 0001444677 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 263301899 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85093 FILM NUMBER: 11756079 BUSINESS ADDRESS: STREET 1: 333 SANDY SPRINGS CIRCLE STREET 2: SUITE 223 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 404-257-9150 MAIL ADDRESS: STREET 1: 333 SANDY SPRINGS CIRCLE STREET 2: SUITE 223 CITY: ATLANTA STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: Pypo China Holdings Ltd DATE OF NAME CHANGE: 20090817 FORMER COMPANY: FORMER CONFORMED NAME: MK Arizona Corp. DATE OF NAME CHANGE: 20090812 FORMER COMPANY: FORMER CONFORMED NAME: Pypo China Holdings Ltd DATE OF NAME CHANGE: 20090715 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Arch Digital Holdings Ltd c/o ARC Advisors (HK) Ltd CENTRAL INDEX KEY: 0001450425 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 13/F, ST. JOHN'S BUILDING STREET 2: 33 GARDEN ROAD, CENTRAL CITY: HONG KONG STATE: K3 ZIP: 000000 BUSINESS PHONE: (852) 3605-8180 MAIL ADDRESS: STREET 1: 13/F, ST. JOHN'S BUILDING STREET 2: 33 GARDEN ROAD, CENTRAL CITY: HONG KONG STATE: K3 ZIP: 000000 SC 13D/A 1 v218409_sc13da.htm Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Funtalk China Holdings Limited
(Name of Company)

Ordinary Shares, par value $0.001 per share
(Title of Class of Securities)

G36993 106
(CUSIP Number)

Dongping Fei
21/F, Block D The Place Tower
No.9 Guanghua Road, Chaoyang District
Beijing, China 100020
Tel: +86-10-5709-1198
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 13, 2011
(Date of Event Which Requires Filing of This Statement)

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(b)(3) or (4), check the following box o.

Note.  Six copies of this statement, including all exhibits, should be filed with the Commission.  See Rule 13d-1(a) 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.

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
 
 
S.S. or I.R.S. Identification No. of above person
 
ARCH Digital Holdings Limited
ARC Capital Holdings Limited
ARC Capital Partners Limited
 
2.
Check the Appropriate Box if a Member of a Group*
(a)  þ
(b) o
 
3.
SEC Use Only
 
4.
Source of Funds
 
 
BK, WC, OO
 
5.
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
¨
 
6.
Citizenship or Place of Organization
 
ARCH Digital Holdings Limited: British Virgin Islands
ARC Capital Holdings Limited: Cayman Islands
ARC Capital Partners Limited: British Virgin Islands
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
7.   Sole Voting Power
0
8.   Shared Voting Power
15,579,157(1)
9.   Sole Dispositive Power
0
10.  Shared Dispositive Power
15,579,157(1)
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
15,579,157 (1)
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
þ
 
13.
Percent of Class Represented by Amount in Row 11
 
 
25.9% (2)
 
14.
Type of Reporting Person *
 
ARCH Digital Holdings Limited: CO
ARC Capital Holdings Limited: CO, IV, HC
ARC Capital Partners Limited: CO, IA
 
(1)
The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of the Original Schedule 13D) with certain other beneficial owners of the Company’s Ordinary Shares who collectively own 30,980,097 Ordinary Shares.
(2)
Based on 60,230,383 Ordinary Shares outstanding as of November 23, 2010.
 
 
 
 
 
This statement of beneficial ownership on Schedule 13D/A is being filed jointly by ARCH Digital Holdings Limited (“ARCH”), ARC Capital Holdings Limited and ARC Capital Partners Limited (collectively, the “Reporting Persons”).

This Schedule 13D/A amends the Schedule 13D filed with the SEC on November 17, 2009 by ARCH and Capital Ally Investments Limited (“Capital Ally”) with respect to the ordinary shares, par value $0.001 per share (“Ordinary Shares”), of Funtalk China Holdings Limited, a Cayman Islands exempted company (the “Company”), as previously amended by Amendment No.1 filed on February 8, 2010, Amendment No.2 filed on November 9, 2010 and Amendment No. 3 filed on March 28, 2011 (the “Original Schedule 13D”).

Unless otherwise stated herein, the Original Schedule 13D remains in full force and effect. Terms used therein and not defined herein have the meanings ascribed thereto in the Original Schedule 13D.

Item 3.  Source and Amount of Funds or Other Consideration

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

ARCH, Capital Ally, GM Investment Company Limited, Sinowill Holding Limited, Huge Harvest Enterprises Limited, Kingstate Group Limited and Trend Focus Limited (collectively, the “Consortium”) have entered into discussions with PAG Asia Capital, which has agreed in principle to lead a group of investors who have expressed interest in providing the Consortium with financing in the form of equity or equity-linked securities in connection with the proposed transaction involving the Company described in Item 4 of the Original Schedule 13D. The proceeds of such financing may be used for, among other purposes, paying consideration to the Company's shareholders, paying transaction-related expenses and funding potential future growth and ongoing working capital needs of the Company following the closing. The agreement in principle to provide any of the financing described herein is subject to, among other conditions, the satisfactory completion of due diligence by the investor group which will provide such financing, execution of mutually satisfactory definitive documentation regarding the proposed transaction involving the Company and such financing, and no material adverse change occurring with respect to the Company. PAG Asia Capital and ARCH are both affiliates of PAG (Pacific Alliance Group).

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

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

For a description of the agreement in principle between the Consortium and PAG Asia Capital, see Item 3.

To the best knowledge of the Reporting Persons, except as provided herein and in the Original Schedule 13D, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Company.
 
 
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SIGNATURES

 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D/A is true, complete and correct.
 
 
Dated:  April 13, 2011
 
 
ARCH DIGITAL HOLDINGS LIMITED
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Rachel Chiang
 
 
 
 
Name:
Rachel Chiang
 
 
 
 
Title:
Director
 
 
 
 
 
 
ARC CAPITAL HOLDINGS LIMITED
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Allan Liu
 
 
 
 
Name:
Allan Liu
 
 
 
 
Title:
Director
 
 
 
 
 
 
ARC CAPITAL PARTNERS LIMITED
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
By:
/s/ Allan Liu
 
 
 
 
Name:
Allan Liu
 
 
 
 
Title:
Authorized Signatory
 
 
 
 

 
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