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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2
(Amendment No.2) *
Xueda Education Group
(Name of Issuer)
Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)
98418W109(1)
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*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).
[Continued on following pages]
(1) This CUSIP number applies to the Issuers American Depositary Shares, each representing two Ordinary Shares.
CUSIP No. 98418W109 |
Schedule 13G |
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Name of Reporting Person | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11 |
Percent of Class Represented by Amount in Row 9 | |||||
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12 |
Type of Reporting Person | |||||
CUSIP No. 98418W109 |
Schedule 13G |
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1 |
Name of Reporting Person | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11 |
Percent of Class Represented by Amount in Row 9 | |||||
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12 |
Type of Reporting Person | |||||
CUSIP No. 98418W109 |
Schedule 13G |
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1 |
Name of Reporting Person | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11 |
Percent of Class Represented by Amount in Row 9 | |||||
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12 |
Type of Reporting Person | |||||
CUSIP No. 98418W109 |
Schedule 13G |
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1 |
Name of Reporting Person | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11 |
Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
CUSIP No. 98418W109 |
Schedule 13G |
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Item 1(a). |
Name of Issuer: | |||
Item 1(b). |
Address of Issuers Principal Executive Offices: Beijing 100028 Peoples Republic of China | |||
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Item 2(a). |
Name of Person Filing: (a) Xin Jin; (b) Golden Section Holding Corporation (Golden Section); (c) Golden Seed Venture Limited (Golden Seed); and (d) Credit Suisse Trust Limited as Trustee of The Morning Rain Trust (Trustee). | |||
Item 2(b). |
Address of Principal Business Office, or, if none, Residence: A-4 Xibahe Beili, Chaoyang District Beijing 100028 Peoples Republic of China
For Golden Section: Trinity Chambers, P.O.Box 4301 Road Town, Tortola British Virgin Islands
For Golden Seed: The Bahamas Financial Centre Shirley and Charlotte Streets P.O. Box N-3023, Nassau, Bahamas
For Trustee: 1 Raffles Link #05-02 Singapore 039393 | |||
Item 2(c). |
Citizenship: | |||
Item 2(d). |
Title of Class of Securities: | |||
Item 2(e). |
CUSIP Number: | |||
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Item 3. |
Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): | |||
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Not applicable. | |||
CUSIP No. 98418W109 |
Schedule 13G |
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Item 4. |
Ownership: | ||
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The following information with respect to the ownership of the Ordinary Shares of the Issuer by the persons filing this statement is provided as of December 31, 2013. The percentage amounts are based on 130,669,020 Ordinary Shares outstanding, which is the total number of Ordinary Shares issued and outstanding as of March 26, 2013, as disclosed in the Issuers Form 20-F filed on April 3, 2013 with the Securities and Exchange Commission. | ||
Reporting Person |
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Amount |
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Percent of class: |
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Sole power |
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Shared |
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Sole power to |
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Shared power |
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Xin Jin |
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27,780,098 |
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21.3 |
% |
27,780,098 |
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0 |
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27,780,098 |
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0 |
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Golden Section |
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27,780,098 |
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21.3 |
% |
27,780,098 |
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0 |
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27,780,098 |
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0 |
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Golden Seed |
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27,780,098 |
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21.3 |
% |
27,780,098 |
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0 |
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27,780,098 |
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0 |
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Trustee |
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27,780,098 |
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21.3 |
% |
27,780,098 |
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0 |
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27,780,098 |
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0 |
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Golden Section is the record holder of 27,780,098 Ordinary Shares of the Issuer, including 740,418 Ordinary Shares represented by 370,209 American Depositary Shares which were purchased from the open market. Golden Section is 100% beneficially owned by Golden Seed, which in turn is wholly owned by the Trustee, with Mr. Xin Jin as settlor and Mr. Xin Jin and his family members as beneficiaries. Mr. Xin Jin has voting and investment power with respect to these Ordinary Shares. Mr. Xin Jin, Golden Section, Golden Seed and the Trustee are making this single, joint filing pursuant to Rule 13d-1(k) of the Act because each of them is reporting as to the beneficial ownership of the same securities and because they may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing or anything contained herein shall be deemed to be an admission by the reporting persons that a group exists. |
Item 5. |
Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: o | |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
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Not applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
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Not applicable. |
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Item 8. |
Identification and Classification of Members of the Group. |
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The members of this group are set forth as reporting persons on Schedule 13G. |
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Item 9. |
Notice of Dissolution of Group. |
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Not applicable. |
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Item 10. |
Certification. |
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Not applicable. |
CUSIP No. 98418W109 |
Schedule 13G |
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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.
Dated: February 14, 2014
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Xin Jin | ||
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/s/ Xin Jin | ||
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Xin Jin | ||
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Golden Section Holding Corporation | ||
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By: |
/s/ Xin Jin | |
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Name: |
Xin Jin |
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Title: |
Director |
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Golden Seed Venture Limited | ||
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By: |
/s/ Valerie Wong & Dominik Birri | |
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Name: |
Valerie Wong & Dominik Birri |
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Title: |
Authorized Signatories |
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For and on behalf of |
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Bukit Merah Limited |
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As Corporate Director |
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Credit Suisse Trust Limited as Trustee of The Morning Rain Trust | ||
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By: |
/s/ Valerie Wong & Dominik Birri | |
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Name: |
Valerie Wong & Dominik Birri |
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Title: |
Authorized Signatories |
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For and on behalf of |
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Credit Suisse Trust Limited |
EXHIBIT 99.1
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 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value US$0.0001 per share, of Xueda Education Group, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
[Remainder of this page has been left intentionally blank.]
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2014.
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Xin Jin | ||
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/s/ Xin Jin | ||
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Xin Jin | ||
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Golden Section Holding Corporation | ||
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By: |
/s/ Xin Jin | |
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Name: Xin Jin | |
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Title: Director | |
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Golden Seed Venture Limited | ||
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By: |
/s/ Valerie Wong & Dominik Birri | |
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Name: |
Valerie Wong & Dominik Birri |
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Title: |
Authorized Signatories |
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For and on behalf of |
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Bukit Merah Limited |
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As Corporate Director |
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Credit Suisse Trust Limited as Trustee of The Morning Rain Trust | ||
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By: |
/s/ Valerie Wong & Dominik Birri | |
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Name: |
Valerie Wong & Dominik Birri |
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Title: |
Authorized Signatories |
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For and on behalf of |
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Credit Suisse Trust Limited |