UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Charm Communications Inc. |
(Name of Issuer)
Class A Ordinary Shares, par value US$0.0001 per share |
(Title of Class of Securities)
16112R1011 |
(CUSIP Number)
December 31, 2011 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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 Class A Ordinary Shares. |
1 |
NAME OF REPORTING PERSON
He Dang | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
47,170,417 Class A Ordinary Shares | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
47,170,417 Class A Ordinary Shares | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,170,417 Class A Ordinary Shares | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
75.3%* | |||||
12 |
TYPE OF REPORTING PERSON
IN |
(*) | Based on 15,466,176 Class A Ordinary Shares outstanding as of December 31, 2011. |
1 |
NAME OF REPORTING PERSON
Merry Circle Trading Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
44,016,250 Class A Ordinary Shares | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
44,016,250 Class A Ordinary Shares | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,016,250 Class A Ordinary Shares | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
74.0%* | |||||
12 |
TYPE OF REPORTING PERSON
CO |
(*) | Based on 15,466,176 Class A Ordinary Shares outstanding as of December 31, 2011. |
1 |
NAME OF REPORTING PERSON
Honour Idea Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
1,093,750 Class A Ordinary Shares | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
1,093,750 Class A Ordinary Shares | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,093,750 Class A Ordinary Shares | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%* | |||||
12 |
TYPE OF REPORTING PERSON
CO |
(*) | Based on 15,466,176 Class A Ordinary Shares outstanding as of December 31, 2011. |
1 |
NAME OF REPORTING PERSON
Full Quantum Investments Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
44,016,250 Class A Ordinary Shares | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
44,016,250 Class A Ordinary Shares | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,016,250 Class A Ordinary Shares | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
74.0%* | |||||
12 |
TYPE OF REPORTING PERSON
CO |
(*) | Based on 15,466,176 Class A Ordinary Shares outstanding as of December 31, 2011. |
1 |
NAME OF REPORTING PERSON
Dang Family Trust | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
44,016,250 Class A Ordinary Shares | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
44,016,250 Class A Ordinary Shares | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,016,250 Class A Ordinary Shares | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
74.0%* | |||||
12 |
TYPE OF REPORTING PERSON
CO |
(*) | Based on 15,466,176 Class A Ordinary Shares outstanding as of December 31, 2011. |
ITEM 1 | (a). |
NAME OF ISSUER: | ||||||||||
Charm Communications Inc. (the Issuer) | ||||||||||||
ITEM 1 | (b). |
ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES: | ||||||||||
CN01 Legend Town, No. 1 Ba Li Zhuang Dong Li, Chaoyang District, Beijing, 100025 |
||||||||||||
ITEM 2 | (a). |
NAME OF PERSON FILING: | ||||||||||
This Schedule 13G is filed by and on behalf of (a) He Dang, (b) Merry Circle Trading Limited, (c) Honour Idea Limited, (d) Full Quantum Investments Limited and (e) the Dang Family Trust.
Mr. He Dang is the sole shareholder and sole director of Honour Idea Limited. Mr. He Dang is the sole director of Merry Circle Trading Limited, which is owned by Full Quantum Investments Limited, a Bahamian company. Full Quantum Investments Limited is in turn wholly owned by the Dang Family Trust. Credit Suisse Trust Limited is the trustee of the Dang Family Trust, which is an irrevocable discretionary trust constituted under the laws of Singapore with Mr. He Dang as settlor and Mr. He Dang and certain of his family members as beneficiaries.
He Dang, Merry Circle Trading Limited, Honour Idea Limited, Full Quantum Investments Limited and the Dang Family Trust 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 2 | (b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: | ||||||||||
For He Dang:
c/o Charm Communications Inc. CN01 Legend Town, No. 1 Ba Li Zhuang Dong Li, Chaoyang District, Beijing, 100025 Peoples Republic of China
For Merry Circle Trading Limited:
c/o PricewaterhouseCoopers Limited 21st Floor, Edinburgh Tower, The Landmark, 15 Queens Road Central, Hong kong.
For Honour Idea Limited:
c/o Charm Communications Inc. CN01 Legend Town, No. 1 Ba Li Zhuang Dong Li, Chaoyang District, Beijing, 100025 Peoples Republic of China
For Full Quantum Investments Limited:
c/o Credit Suisse Trust Limited 1 Raffles Link #05-02 Singapore 039393
For the Dang Family Trust:
c/o Credit Suisse Trust Limited 1 Raffles Link #05-02 Singapore 039393 |
ITEM 2 | (c) |
CITIZENSHIP: | ||||||||||
He Dang is a citizen of the Peoples Republic of China. Merry Circle Trading Limited is a British Virgin Islands company. Honour Idea Limited is a British Virgin Islands company. Full Quantum Investments Limited is a Bahamian company. The Dang Family Trust is an irrevocable discretionary trust constituted under the laws of Singapore. |
||||||||||||
ITEM 2 | (d). |
TITLE OF CLASS OF SECURITIES: | ||||||||||
Class A Ordinary Shares and Class B Ordinary Shares (collectively, the Ordinary Shares).
Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights and voting rights. Each Class B Ordinary Share is entitled to five votes per share, whereas each Class A Ordinary Share is entitled to one vote per share. |
||||||||||||
ITEM 2 | (e). |
CUSIP NUMBER: | ||||||||||
16112R101 | ||||||||||||
ITEM 3. | STATEMENT FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) or (c): | |||||||||||
Not applicable. |
ITEM 4. | OWNERSHIP. |
Reporting Person |
Amount beneficially owned: |
Percent of class: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
He Dang |
47,170,417 | 75.3 | % | | 47,170,417 | | |
47,170,417 |
| |||||||||||||||
Merry Circle Trading Limited |
44,016,250 | 74.0 | % | | 44,016,250 | | 44,016,250 | |||||||||||||||||
Honour Idea Limited |
1,093,750 | 6.6 | % | | 1,093,750 | | 1,093,750 | |||||||||||||||||
Full Quantum Investments Limited |
44,016,250 | 74.0 | % | | 44,016,250 | | 44,016,250 | |||||||||||||||||
Dang Family Trusat |
44,016,250 | 74.0 | % | | 44,016,250 | 44,016,250 |
Merry Circle Trading Limited is the record holder of 44,016,250 Class B Ordinary Shares of the Issuer. Hounor Idea Limited is the record holder of 1,093,750 Class B Ordinary Shares of the Issuer.
Mr. He Dang is the sole shareholder and sole director of Honour Idea Limited. Mr. He Dang is the sole director of Merry Circle Trading Limited, which is owned by Full Quantum Investments Limited, a Bahamian company. Full Quantum Investments Limited is in turn wholly owned by the Dang Family Trust. Credit Suisse Trust Limited is the trustee of the Dang Family Trust, which is an irrevocable discretionary trust constituted under the laws of Singapore with Mr. He Dang as settlor and Mr. He Dang and certain of his family members as beneficiaries.
Pursuant to Rule 13d-3 under the Act, each of He Dang, Full Quantum Investments Limited and the Dang Family Trust may be deemed to be the beneficial owner of the Ordinary Shares of the Issuer owned by Merry Circle Trading Limited. He Dang, Merry Circle Trading Limited, Honour Idea Limited, Full Quantum Investments Limited and the Dang Family Trust may also be deemed to be a group as defined in Rule 13d-5(b) under the Act, and each member of such group may be deemed to beneficially own the Ordinary Shares beneficially owned by other members constituting such group. |
||||||||||||
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: ¨ | ||||||||||||
ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. | |||||||||||
Not applicable |
ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. | |||||||||||
Not applicable. | ||||||||||||
ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. | |||||||||||
The members of this group are set forth as reporting persons on Schedule 13G. | ||||||||||||
ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. | |||||||||||
Not applicable. | ||||||||||||
ITEM 10. | CERTIFICATION. | |||||||||||
Not applicable. |
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, 2012
He Dang | ||
/s/ He Dang | ||
He Dang | ||
Merry Circle Trading Limited | ||
By: | /s/ He Dang | |
Authorized Signatory | ||
Honour Idea Limited | ||
By: | /s/ He Dang | |
Authorized Signatory | ||
Full Quantum Investments Limited | ||
For and on behalf of Bukit Merah Limited, as Corporate Director | ||
By: | /s/ Dominik Birri | |
By: | /s/ Joni Sim | |
Authorized Signatories | ||
Dang Family Trust | ||
For an on behalf of Credit Suisse Trust Limited, as trustee | ||
By: | /s/ Dominik Birri | |
By: | /s/ Joni Sim | |
Authorized Signatories |
Exhibit 99
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 Class A Ordinary Shares, par value US$0.0001 per share, of Charm Communications Inc., 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, 2012.
He Dang | ||
/s/ He Dang | ||
He Dang | ||
Merry Circle Trading Limited | ||
By: | /s/ He Dang | |
Authorized Signatory | ||
Honour Idea Limited | ||
By: | /s/ He Dang | |
Authorized Signatory | ||
Full Quantum Investments Limited | ||
For and on behalf of Bukit Merah Limited, as Corporate Director | ||
By: | /s/ Dominik Birri | |
By: | /s/ Joni Sim | |
Authorized Signatories | ||
Dang Family Trust | ||
For an on behalf of Credit Suisse Trust Limited, as trustee | ||
By: | /s/ Dominik Birri | |
By: | /s/ Joni Sim | |
Authorized Signatories |