UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-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.

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) This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two Ordinary Shares.

 

 

 

 

(1)         The percentage is based on 124,655,742 Ordinary Shares issued and outstanding as of March 23, 2015 (excluding 7,053,062 unvested restricted shares), as provided by the Issuer.

 

2

 

 

(1)         The percentage is based on 124,655,742 Ordinary Shares issued and outstanding as of March 23, 2015 (excluding 7,053,062 unvested restricted shares), as provided by the Issuer.

 

3

 

 

(1)         The percentage is based on 124,655,742 Ordinary Shares issued and outstanding as of March 23, 2015 (excluding 7,053,062 unvested restricted shares), as provided by the Issuer.

 

4

 

 

(1)         The percentage is based on 124,655,742 Ordinary Shares issued and outstanding as of March 23, 2015 (excluding 7,053,062 unvested restricted shares), as provided by the Issuer.

 

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Explanatory Note

 

This Amendment No. 1 (this “Amendment No. 1”) amends the Schedule 13D filed by (a) Xin Jin, a citizen of the People’s Republic of China, (b) Golden Section Holding Corporation, a company organized under the laws of the British Virgin Islands, (c) Golden Seed Venture Limited, a company organized under the laws of the Bahamas, and (d) Credit Suisse Trust Limited as Trustee of The Morning Rain Trust, a company organized under the laws of Singapore on March 23, 2015 (the “Original Schedule 13D”, together with this Amendment No. 1, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 1 have the same respective meanings provided to them in the Original Schedule 13D.

 

Item 4.                   Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 

The Reporting Persons acquired the Ordinary Shares and ADSs covered by the Schedule 13D for long-term investment purposes and intend to review their investment in the Issuer on a continuous basis. As a director and executive officer of the Issuer, Mr. Xin Jin may have influence over the corporate activities of the Issuer, including activities which may relate to transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.

 

On May 14, 2015, the Issuer announced that its Board of Directors (the “Board”) has formed a committee of independent directors (the “Independent Committee”) to evaluate the preliminary non-binding proposal letter dated April 20, 2015 (the “Proposal Letter”) from Insight Investment Co., Ltd., a Chinese company listed on the Shenzhen Stock Exchange under the Stock Code 000526.SZ (“Insight Investment”), to acquire all of the Issuer’s outstanding shares (the “Proposed Transaction”).

 

Mr. Xin Jin has informed the Independent Committee that, in light of the Proposed Transaction, he has been in discussions with Insight Investment regarding the Proposed Transaction, he is currently interested in forming a consortium with Insight Investment in pursuing the Proposed Transaction and he is not currently interested in selling the Issuer’s shares directly or indirectly held by him in any other transaction involving the sale of the Issuer’s shares.

 

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SIGNATURES

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: May 21, 2015
	Xin JIN
	/s/ Xin Jin
	Xin Jin
	Golden Section Holding Corporation
	By:	/s/ Xin Jin
	Name:		Xin Jin
	Title:		Director
	Golden Seed Venture Limited
	By:	/s/ Kim Chu Yen & Mark John Farrell
	Name:		Kim Chu Yen & Mark John Farrell
	Title:		Authorized Signatories
			For and on behalf of
			Bukit Merah Limited
			As Corporate Director
	Credit Suisse Trust Limited as Trustee of The Morning Rain Trust
	By:	/s/ Kim Chu Yen & Mark John Farrell
	Name:		Kim Chu Yen & Mark John Farrell
	Title:		Authorized Signatories
			For and on behalf of
			Credit Suisse Trust Limited

 

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