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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
NetQin Mobile, Inc.
(Name of Issuer)
Class A common shares, $0.0001 par value per share
(Title of Class of Securities)
64118U108
(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:
o |
Rule 13d-1(b) |
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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 the disclosures provided in a prior cover page.
The information required in 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).
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Names of Reporting Persons | |||
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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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SEC Use Only | |||
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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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Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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Percent of Class Represented by Amount in Row (9) | |||
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Type of Reporting Person | |||
(1) This Schedule 13G is filed by Ceyuan Ventures I, L.P. (CV I), Ceyuan Ventures Advisors Fund, LLC (CVAF), Ceyuan Ventures Management, LLC (CVM, together with CV I and CVAF, collectively, the Ceyuan Entities), Christopher Walker Wadsworth (Wadsworth) and Bo Feng (Feng, together with Wadsworth and the Ceyuan Entities, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. CVM serves as the sole general partner of CV I and is the sole voting Class B Ordinary Shareholder of CVAF and may be deemed to own beneficially the shares held by CV I and CVAF. Messrs. Wadsworth and Feng are Executive Managing Directors of CVM and exercise shared voting and investment control over the shares held by the CV I and CVAF and may be deemed to own beneficially the shares held by CV I and CVAF. CVM, Wadsworth and Feng own no securities of the Issuer directly.
(2) Represents 26,947,092 Class B Common Shares held by the Ceyuan Entities. Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each ADS reflects five Class A Common Shares. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.
(3) The percentage is based upon 35,714,290 shares of the Issuers Class A Common Shares outstanding as reported by the Issuer in its final prospectus dated May 4, 2011 and 26,974,092 shares of Class B Common Shares held by the Reporting Persons that are convertible at the option of the holder into Class A Common Shares. The Reporting Person holds 11.9% of the total outstanding shares of common stock of the Issuer as reported by the Issuer in its final prospectus dated May 4, 2011.
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Names of Reporting Persons | |||
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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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SEC Use Only | |||
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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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Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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Percent of Class Represented by Amount in Row (9) | |||
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Type of Reporting Person | |||
(1) This Schedule 13G is filed by Ceyuan Ventures I, L.P. (CV I), Ceyuan Ventures Advisors Fund, LLC (CVAF), Ceyuan Ventures Management, LLC (CVM, together with CV I and CVAF, collectively, the Ceyuan Entities), Christopher Walker Wadsworth (Wadsworth) and Bo Feng (Feng, together with Wadsworth and the Ceyuan Entities, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. CVM serves as the sole general partner of CV I and is the sole voting Class B Ordinary Shareholder of CVAF and may be deemed to own beneficially the shares held by CV I and CVAF. Messrs. Wadsworth and Feng are Executive Managing Directors of CVM and exercise shared voting and investment control over the shares held by the CV I and CVAF and may be deemed to own beneficially the shares held by CV I and CVAF. CVM, Wadsworth and Feng own no securities of the Issuer directly.
(2) Represents 26,947,092 Class B Common Shares held by the Ceyuan Entities. Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each ADS reflects five Class A Common Shares. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.
(3) The percentage is based upon 35,714,290 shares of the Issuers Class A Common Shares outstanding as reported by the Issuer in its final prospectus dated May 4, 2011 and 26,974,092 shares of Class B Common Shares held by the Reporting Persons that are convertible at the option of the holder into Class A Common Shares. The Reporting Person holds 11.9% of the total outstanding shares of common stock of the Issuer as reported by the Issuer in its final prospectus dated May 4, 2011.
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Names of Reporting Persons | |||
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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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SEC Use Only | |||
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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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Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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Percent of Class Represented by Amount in Row (9) | |||
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Type of Reporting Person | |||
(1) This Schedule 13G is filed by Ceyuan Ventures I, L.P. (CV I), Ceyuan Ventures Advisors Fund, LLC (CVAF), Ceyuan Ventures Management, LLC (CVM, together with CV I and CVAF, collectively, the Ceyuan Entities), Christopher Walker Wadsworth (Wadsworth) and Bo Feng (Feng, together with Wadsworth and the Ceyuan Entities, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. CVM serves as the sole general partner of CV I and is the sole voting Class B Ordinary Shareholder of CVAF and may be deemed to own beneficially the shares held by CV I and CVAF. Messrs. Wadsworth and Feng are Executive Managing Directors of CVM and exercise shared voting and investment control over the shares held by the CV I and CVAF and may be deemed to own beneficially the shares held by CV I and CVAF. CVM, Wadsworth and Feng own no securities of the Issuer directly.
(2) Represents 26,947,092 Class B Common Shares held by the Ceyuan Entities. Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each ADS reflects five Class A Common Shares. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.
(3) The percentage is based upon 35,714,290 shares of the Issuers Class A Common Shares outstanding as reported by the Issuer in its final prospectus dated May 4, 2011 and 26,974,092 shares of Class B Common Shares held by the Reporting Persons that are convertible at the option of the holder into Class A Common Shares. The Reporting Person holds 11.9% of the total outstanding shares of common stock of the Issuer as reported by the Issuer in its final prospectus dated May 4, 2011.
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Names of Reporting Persons | |||
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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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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 if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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Percent of Class Represented by Amount in Row (9) | |||
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Type of Reporting Person | |||
(1) This Schedule 13G is filed by Ceyuan Ventures I, L.P. (CV I), Ceyuan Ventures Advisors Fund, LLC (CVAF), Ceyuan Ventures Management, LLC (CVM, together with CV I and CVAF, collectively, the Ceyuan Entities), Christopher Walker Wadsworth (Wadsworth) and Bo Feng (Feng, together with Wadsworth and the Ceyuan Entities, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. CVM serves as the sole general partner of CV I and is the sole voting Class B Ordinary Shareholder of CVAF and may be deemed to own beneficially the shares held by CV I and CVAF. Messrs. Wadsworth and Feng are Executive Managing Directors of CVM and exercise shared voting and investment control over the shares held by the CV I and CVAF and may be deemed to own beneficially the shares held by CV I and CVAF. CVM, Wadsworth and Feng own no securities of the Issuer directly.
(2) Represents 26,947,092 Class B Common Shares held by the Ceyuan Entities. Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each ADS reflects five Class A Common Shares. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.
(3) The percentage is based upon 35,714,290 shares of the Issuers Class A Common Shares outstanding as reported by the Issuer in its final prospectus dated May 4, 2011 and 26,974,092 shares of Class B Common Shares held by the Reporting Persons that are convertible at the option of the holder into Class A Common Shares. The Reporting Person holds 11.9% of the total outstanding shares of common stock of the Issuer as reported by the Issuer in its final prospectus dated May 4, 2011.
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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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 |
5 |
Sole Voting Power | |||
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6 |
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 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 | |||
(1) This Schedule 13G is filed by Ceyuan Ventures I, L.P. (CV I), Ceyuan Ventures Advisors Fund, LLC (CVAF), Ceyuan Ventures Management, LLC (CVM, together with CV I and CVAF, collectively, the Ceyuan Entities), Christopher Walker Wadsworth (Wadsworth) and Bo Feng (Feng, together with Wadsworth and the Ceyuan Entities, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. CVM serves as the sole general partner of CV I and is the sole voting Class B Ordinary Shareholder of CVAF and may be deemed to own beneficially the shares held by CV I and CVAF. Messrs. Wadsworth and Feng are Executive Managing Directors of CVM and exercise shared voting and investment control over the shares held by the CV I and CVAF and may be deemed to own beneficially the shares held by CV I and CVAF. CVM, Wadsworth and Feng own no securities of the Issuer directly.
(2) Represents 26,947,092 Class B Common Shares held by the Ceyuan Entities. Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each ADS reflects five Class A Common Shares. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.
(3) The percentage is based upon 35,714,290 shares of the Issuers Class A Common Shares outstanding as reported by the Issuer in its final prospectus dated May 4, 2011 and 26,974,092 shares of Class B Common Shares held by the Reporting Persons that are convertible at the option of the holder into Class A Common Shares. The Reporting Person holds 11.9% of the total outstanding shares of common stock of the Issuer as reported by the Issuer in its final prospectus dated May 4, 2011.
Item 1(a). |
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Name of Issuer: |
Item 1(b). |
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Address of Issuers Principal Executive Offices: 11 Heping Li East Street Dongcheng District Beijing, 100012 The Peoples Republic of China |
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Item 2(a). |
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Name of Person Filing:
Ceyuan Ventures I, L.P. (CV I) Ceyuan Ventures Advisors Fund, LLC (CVAF) Ceyuan Ventures Management, LLC (CVM) Christopher Walker Wadsworth (Wadsworth) Bo Feng (Feng) |
Item 2(b). |
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Address of Principal Business Office, or, if none, Residence: c/o Maples Corporate Services Limited P.O. Box 309, Ugland House Grand Cayman, KY1-1104, Cayman Islands |
Item 2(c). |
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Citizenship: |
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CV I |
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Cayman Islands exempted limited partnership |
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CVAF |
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Cayman Islands exempted limited company |
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CVM |
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Cayman Islands exempted limited company |
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Wadsworth |
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United State of America |
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Feng |
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Hong Kong |
Item 2(d). |
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Title of Class of Securities: |
Item 2(e). |
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CUSIP No.: |
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Item 3. |
Not Applicable. |
Item 4. |
Ownership |
Ceyuan Entity |
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Shares Held |
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Sole |
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Shared |
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Sole |
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Shared |
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Beneficial |
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Percentage |
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CV I |
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25,814,206 |
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0 |
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26,947,092 |
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0 |
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26,947,092 |
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26,947,092 |
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43.0 |
% |
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CVAF |
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1,159,886 |
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0 |
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26,947,092 |
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0 |
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26,947,092 |
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26,947,092 |
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43.0 |
% |
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CVM |
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0 |
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0 |
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26,947,092 |
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0 |
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26,947,092 |
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26,947,092 |
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43.0 |
% |
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Wadsworth |
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0 |
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0 |
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26,947,092 |
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0 |
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26,947,092 |
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26,947,092 |
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43.0 |
% |
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Feng |
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0 |
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0 |
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26,947,092 |
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0 |
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26,947,092 |
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26,947,092 |
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43.0 |
% |
Item 5. |
Ownership of Five Percent or Less of a Class |
Not applicable | |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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 or Control Person |
Not applicable | |
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Item 8. |
Identification and Classification of Members of the Group |
Not applicable | |
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Item 9. |
Notice of Dissolution of Group |
Not applicable | |
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Item 10. |
Certifications |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
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
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Ceyuan Ventures I, L.P. | |
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By: Ceyuan Ventures Management, LLC | |
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Its: General Partner | |
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By: |
/s/ Ceyuan Ventures I, L.P |
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Ceyuan Ventures Advisors Fund, LLC | |
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By: Ceyuan Ventures Management, LLC | |
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Its: Class B Shareholder | |
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By: |
/s/ Ceyuan Ventures Advisors Fund, LLC |
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Ceyuan Ventures Management, LLC | |
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By: |
/s/ Ceyuan Ventures Management, LLC |
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/s/ Christopher Walker Wadsworth | |
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Christopher Walker Wadsworth | |
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/s/ Bo Feng | |
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Bo Feng |
Exhibit 99.1
AGREEMENT
Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.
Dated: February 14, 2012
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Ceyuan Ventures I, L.P. | |
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By: Ceyuan Ventures Management, LLC | |
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Its: General Partner | |
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By: |
/s/ Ceyuan Ventures I, L.P. |
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Ceyuan Ventures Advisors Fund, LLC | |
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By: Ceyuan Ventures Management, LLC | |
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Its: Class B Shareholder | |
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By: |
/s/ Ceyuan Ventures Advisors Fund, LLC |
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Ceyuan Ventures Management, LLC | |
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By: |
/s/ Ceyuan Ventures Management, LLC |
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/s/ Christopher Walker Wadsworth | |
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Christopher Walker Wadsworth | |
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/s/ Bo Feng | |
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Bo Feng |