-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UshiIaRVRETUgHMqbAWYhIpWcngAPuJGcn31y4rolzVz0QYpgxHBNDVrww0RD0Bo q8JwL8lfvGmnLIoa6JV+AQ== 0000894579-09-000142.txt : 20090218 0000894579-09-000142.hdr.sgml : 20090218 20090218123537 ACCESSION NUMBER: 0000894579-09-000142 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090218 DATE AS OF CHANGE: 20090218 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Distance Education Holdings LTD CENTRAL INDEX KEY: 0001438644 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84127 FILM NUMBER: 09617935 BUSINESS ADDRESS: STREET 1: 18TH FLOOR, XUEYUAN INTERNATIONAL TOWER STREET 2: 1 ZHICHUN ROAD, HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100083 BUSINESS PHONE: 86-10-8231-9999 MAIL ADDRESS: STREET 1: 18TH FLOOR, XUEYUAN INTERNATIONAL TOWER STREET 2: 1 ZHICHUN ROAD, HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100083 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YM Investment LTD CENTRAL INDEX KEY: 0001442485 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: SUITE 6110, 61ST FLOOR, THE CENTER STREET 2: 99 QUEEN'S ROAD CITY: CENTRAL STATE: K3 ZIP: 00000 BUSINESS PHONE: 85221158810 MAIL ADDRESS: STREET 1: SUITE 6110, 61ST FLOOR, THE CENTER STREET 2: 99 QUEEN'S ROAD CITY: CENTRAL STATE: K3 ZIP: 00000 SC 13G/A 1 yminvestment13ga021709.htm SCHEDULE 13G/A - CHINA DISTANCE EDUCATION HOLDINGS LIMITED

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934*
Amendment No. 2


China Distance Education Holdings Limited

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

16944W104

(CUSIP Number)

December 31, 2008

(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)

[X] Rule 13d-1(c)

[  ] 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 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).

  CUSIP No. 16944W104

   
     

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Orchid Asia III, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  [  ]     (b)  [  ]          N/A

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

Cayman Islands

 

NUMBER  OF
 SHARES
BENEFICIALLY
 OWNED  BY
 EACH
 REPORTING
 PERSON  WITH
 

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

13,494,910

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

13,494,910

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,494,910

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [   ]

N/A

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.5%*

12

TYPE OF REPORTING PERSON

PN

 *Calculated using number of outstanding ordinary shares of 141,897,737 as of September 20, 2008 reported in the Issuer's
most recent Form 6-K filed with the U.S. Securities and Exchange Commission on November 18, 2008.

Page 2 of 20

 

  CUSIP No. 16944W104

   
     

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Orchid Asia Co-Investment Limited

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  [  ]     (b)  [  ]          N/A

 

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

417,439

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

417,439

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

417,439

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [   ]

N/A

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.3%*

12

TYPE OF REPORTING PERSON

C

 *Calculated using number of outstanding ordinary shares of 141,897,737 as of September 20, 2008 reported in the Issuer's
most recent Form 6-K filed with the U.S. Securities and Exchange Commission on November 18, 2008.

Page 3 of 20

 

  CUSIP No. 16944W104

   
     

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Orchid China Master Fund Limited

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  [  ]     (b)  [  ]          N/A

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

Cayman Islands

 

NUMBER  OF
 SHARES
BENEFICIALLY
 OWNED  BY
 EACH
 REPORTING
 PERSON  WITH
 

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

214,285 ADSs (representing 857,140 shares)**

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

214,285 ADSs (representing 857,140 shares)**

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

857,140

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [   ]

N/A

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.6%*

12

TYPE OF REPORTING PERSON

CO

 *Calculated using number of outstanding ordinary shares of 141,897,737 as of September 20, 2008 reported in the Issuer's
most recent Form 6-K filed with the U.S. Securities and Exchange Commission on November 18, 2008.

**"Each ADS represents four ordinary shares".

Page 4 of 20

  CUSIP No. 16944W104

   
     

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

OAIII Holdings, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  [  ]     (b)  [  ]          N/A

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

Cayman Islands

 

NUMBER  OF
 SHARES
BENEFICIALLY
 OWNED  BY
 EACH
 REPORTING
 PERSON  WITH
 

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

13,494,910

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

13,494,910

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,494,910

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [   ]

N/A

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.5%*

12

TYPE OF REPORTING PERSON

HC

 *Calculated using number of outstanding ordinary shares of 141,897,737 as of September 20, 2008 reported in the Issuer's
most recent Form 6-K filed with the U.S. Securities and Exchange Commission on November 18, 2008.

Page 5 of 20

 

  CUSIP No. 16944W104

   
     

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Orchid Asia Group Management, Ltd.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  [  ]     (b)  [  ]          N/A

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

Cayman Islands

 

NUMBER  OF
 SHARES
BENEFICIALLY
 OWNED  BY
 EACH
 REPORTING
 PERSON  WITH
 

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

13,494,910

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

13,494,910

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,494,910

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [   ]

N/A

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.5%*

12

TYPE OF REPORTING PERSON

HC

 *Calculated using number of outstanding ordinary shares of 141,897,737 as of September 20, 2008 reported in the Issuer's
most recent Form 6-K filed with the U.S. Securities and Exchange Commission on November 18, 2008.

Page 6 of 20

 

CUSIP No. 16944W104

   
     

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Orchid Asia Group, Limited

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  [  ]     (b)  [  ]          N/A

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

Cayman Islands

 

NUMBER  OF
 SHARES
BENEFICIALLY
 OWNED  BY
 EACH
 REPORTING
 PERSON  WITH
 

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

13,494,910

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

13,494,910

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,494,910

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [   ]

N/A

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.5%*

12

TYPE OF REPORTING PERSON

HC

 *Calculated using number of outstanding ordinary shares of 141,897,737 as of September 20, 2008 reported in the Issuer's
most recent Form 6-K filed with the U.S. Securities and Exchange Commission on November 18, 2008.

Page 7 of 20

 

CUSIP No. 16944W104

   
     

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Orchid China Management (Cayman) Limited

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  [  ]     (b)  [  ]          N/A

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

Cayman Islands

 

NUMBER  OF
 SHARES
BENEFICIALLY
 OWNED  BY
 EACH
 REPORTING
 PERSON  WITH
 

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

214,285 ADSs (representing 857,140 shares)**

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

214,285 ADSs (representing 857,140 shares)**

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

857,140

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [   ]

N/A

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.6%*

12

TYPE OF REPORTING PERSON

HC

 *Calculated using number of outstanding ordinary shares of 141,897,737 as of September 20, 2008 reported in the Issuer's
most recent Form 6-K filed with the U.S. Securities and Exchange Commission on November 18, 2008.

**"Each ADS represents four ordinary shares".

Page 8 of 20

 

CUSIP No. 16944W104

   
     

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

YM Investment Limited

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  [  ]     (b)  [  ]          N/A

 

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

15,797,889

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

15,797,889

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,797,889

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [   ]

N/A

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.1%*

12

TYPE OF REPORTING PERSON

HC

 *Calculated using number of outstanding ordinary shares of 141,897,737 as of September 20, 2008 reported in the Issuer's
most recent Form 6-K filed with the U.S. Securities and Exchange Commission on November 18, 2008.

Page 9 of 20

 

CUSIP No. 16944W104

   
     

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Managecorp Limited

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  [  ]     (b)  [  ]          N/A

 

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

15,797,889

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

15,797,889

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,797,889

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [   ]

N/A

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.1%*

12

TYPE OF REPORTING PERSON

HC

 *Calculated using number of outstanding ordinary shares of 141,897,737 as of September 20, 2008 reported in the Issuer's
most recent Form 6-K filed with the U.S. Securities and Exchange Commission on November 18, 2008.

Page 10 of 20

CUSIP No. 16944W104

   
     

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Ms. Lam Lai Ming, Veronica

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  [  ]     (b)  [  ]          N/A

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

Hong Kong

 

NUMBER  OF
 SHARES
BENEFICIALLY
 OWNED  BY
 EACH
 REPORTING
 PERSON  WITH
 

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

15,797,889

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

15,797,889

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,797,889

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [   ]

N/A

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.1%*

12

TYPE OF REPORTING PERSON

IN

 *Calculated using number of outstanding ordinary shares of 141,897,737 as of September 20, 2008 reported in the Issuer's
most recent Form 6-K filed with the U.S. Securities and Exchange Commission on November 18, 2008.

Page 11 of 20

 

Item 1.

(a)

Name of Issuer:

     
    China Distance Education Holdings Limited

 

 

 

 

(b)

Address of Issuer's Principal Executive Offices:

 

 

 

 

 

18th Floor, Xueyuan International Tower
1 Zhichun Road
Haidian District
Beijing 100083, China

 

 

 

Item 2.

(a)

Name of Person Filing:

       
  This Amendment No. 2 to Schedule 13G is being filed jointly by: (i)
Orchid Asia III, L.P., a Cayman Islands exempted limited partnership; (ii) Orchid Asia Co-Investment Limited, a British Virgin Islands company; (iii) Orchid China Master Fund Limited, a Cayman Islands exempted company; (iv) OAIII Holdings, L.P., a Cayman Islands exempted limited partnership; (v) Orchid Asia Group Management, Ltd., a Cayman Islands exempted company; (vi) Orchid Asia Group, Limited, a Cayman Islands exempted company; (vii) Orchid China Management (Cayman) Limited, a Cayman Islands exempted company; (viii) YM Investment Limited, a British Virgin Islands company; (ix) Managecorp Limited, a British Virgin Islands company; and (x) Ms. Lam Lai Ming, Veronica, a citizen of Hong Kong.
 

 

(b)

Address of Principal Business Office or, if none, Residence:

 

 

 

 

  The Principal Business Office of Orchid Asia III, L.P., Orchid Asia Co-
Investment Limited, Orchid China Master Fund Limited, OAIII Holdings, L.P., Orchid Asia Group Management, Ltd., Orchid Asia Group, Limited, Orchid China Management (Cayman) Limited, YM Investment Limited is Suite 6110, 61st Floor, The Center, 99 Queen's Road, Central, Hong Kong.
 
  The Principal Business Office of Managecorp Limited is Suite 2302-03, 23/F,
Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong.
     
  The Resident address of Ms. Lam Lai Ming, Veronica is Flat A on 43Fl of
South Tower 8, Resident Bel-Air, Island South, 38 Bel-Air Avenue, Hong Kong.
 
 

(c)

Citizenship

     
    Please see response to part (a) of this Item 2.
 

Page 12 of 20

  (d) Title of Class Securities:
     
    Ordinary Shares
     
  (e) CUSIP Number:
     
    16944W104
     
Item 3.  If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is a:
     
 

(a)

[ ]

Broker or dealer registered under section 15 of the Securities Exchange
Act of 1934 ("Act").

 

(b)

[ ]

Bank as defined in Section 3(a)(6) of the Act.

 

(c)

[ ]

Insurance company as defined in Section 3(a)(19) of the Act.

 

(d)

[ ]

Investment company registered under Section 8 of the Investment Company Act of 1940.

 

(e)

[ ]

An investment advisor in accordance with Section 240.13d-1(b)(1)(ii)(E).

 

(f)

[ ]

An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).

 

(g)

[ ]

A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).

 

(h)

[ ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act.

 

(i)

[ ]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.

 

(j)

[ ]

Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

     

Item 4.

Ownership.

     
     
 

(a)

Amount beneficially owned:

     
    (i) Orchid Asia III, L.P.1 13,494,910
    (ii) Orchid Asia Co-Investment Limited2 417,439
    (iii) Orchid China Master Fund Limited3 857,140
           
1 Orchid Asia III, L.P. beneficially owns 13,494,910 ordinary shares.
2 Orchid Asia Co-Investment Limited beneficially owns 417,439 ordinary shares.
         

Page 13 of 20

 

    (iv) OAIII Holdings, L.P.4 13,494,910
    (v) Orchid Asia Group Management, Ltd.5 13,494,910
    (vi) Orchid Asia Group, Limited6 13,494,910
    (vii) Orchid China Management (Cayman) Limited7 857,140
    (viii) YM Investment Limited8 15,797,889
    (ix) Managecorp Limited9 15,797,889
    (x) Ms. Lam Lai Ming, Veronica10 15,797,889
         
  Items (b) and (c):  Please see items 1 and 5-11 of the cover pages to this filing.
   
Item 5. Ownership of Five Percent or Less of a Class.
         
  Not applicable    
         
3 Orchid China Master Fund Limited beneficially owns 214,285 ADSs (representing 857,140 shares).
   
4 OAIII Holdings, L.P. is the general partner of Orchid Asia III, L.P. and thus may be deemed to share the power to vote and dispose or direct the disposition of such ordinary shares held by Orchid Asia III, L.P.
   
5 Orchid Asia Group Management, Ltd. is the general partner of OAIII Holdings, L.P. and thus may be deemed to share the power to vote and dispose or direct the disposition of such ordinary shares held by Orchid Asia III, L.P.
   
6 Orchid Asia Group, Limited wholly-owns Orchid Asia Group Management Ltd. and thus may be deemed to share the power to vote and dispose or direct the disposition of such ordinary shares held by Orchid Asia III, L.P.
   
7 Orchid China Management (Cayman) Limited serves as investment manager to Orchid China Master Fund Limited and thus may be deemed to share the power to vote and dispose or direct the disposition of 214,285 ADSs (representing 857,140 shares) held by Orchid China Master Fund Limited.
   
8 YM Investment Limited beneficially owns 257,100 ADSs (representing 1,028,400 shares). Furthermore, as described further in Exhibit A, YM investment Limited is controlling shareholder of Orchid Asia Group, Limited, Orchid Asia Co-Investment Limited and Orchid China Management (Cayman) Limited and thus may be deemed to share the power to vote and dispose or direct the disposition of the 14,769,489 ordinary shares.
   
9 As described further in Exhibit A, Managecorp Limited serves as trustee to The Li 2007 Family Trust, which wholly-owns YM Investment Limited. As such, Managecorp Limited may be deemed to share the power to vote and dispose or direct the disposition of 15,797,889 ordinary shares.
   
10 As described further in Exhibit A, Ms. Lam Lai Ming, Veronica is the settler of The Li 2007 Family Trust, which wholly-owns YM Investment Limited. As such, Ms. Lam Lai Ming may be deemed to share the power to vote and dispose or direct the disposition of 15,797,889 ordinary shares.

Page 14 of 20

   

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

   
 

Not Applicable

   

Item 7.

Identification and Classification of Subsidiaries which Acquired the Security Being Reported on by the Parent Holding Company.

   
 

See Exhibit A

   

Item 8.

Identification and Classification of Members of the Group

   
 

Not Applicable

   

Item 9.

Notice of Dissolution of Group

   
 

Not Applicable

   

Item 10.

Certification

   
  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.
   

Page 15 of 20

 

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.

Date: February 18, 2009

   
     
ORCHID ASIA III, L.P.    
     
By: /s/ Gabriel Li  
Name: Gabriel Li  
Title: Director  
     
ORCHID ASIA CO-INVESTMENT LIMITED
     
By: /s/ Gabriel Li  
Name: Gabriel Li  
Title: Director  
     
ORCHID CHINA MASTER FUND LIMITED
     
By: /s/ Gabriel Li  
Name: Gabriel Li  
Title: Director  
     
OAIII HOLDINGS, L.P.
     
By: /s/ Gabriel Li  
Name: Gabriel Li  
Title: Director  
     
ORCHID ASIA GROUP MANAGEMENT, LIMITED
     
By: /s/ Gabriel Li  
Name: Gabriel Li  
Title: Director  
   
ORCHID ASIA GROUP, LIMITED
     
By: /s/ Gabriel Li  
Name: Gabriel Li  
Title: Director  
   

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YM INVESTMENT LIMITED
     
By: /s/ Gabriel Li  
Name: Gabriel Li  
Title: Director  
   
For and on behalf of
MANAGECORP LIMITED
     
By: /s/ Ronnie Summers  
Name: Ronnie Summers  
Title: Authorized Signature  
   
ORCHID CHINA MANAGEMENT (CAYMAN) LIMITED
     
By: /s/ Gabriel Li  
Name: Gabriel Li  
Title: Director  
   
   
MS. LAM LAI MING, VERONICA
   
/s/ Veronica Lam Lai Ming, as Settlor of The Li 2007 Family Trust
   

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  Joint Filing Agreement

The undersigned hereby agree to the joint filing with each other of a Schedule 13G, and all amendments thereto, with respect to each holding as to which such a report must be made, and that each such Schedule and all amendments thereto are made on behalf of each of them.

IN WITNESS WHEREOF, the undersigned hereby execute this agreement this 18th day of February, 2009.

ORCHID ASIA III, L.P.    
     
By: /s/ Gabriel Li  
Name: Gabriel Li  
Title: Director  
     
ORCHID ASIA CO-INVESTMENT LIMITED
     
By: /s/ Gabriel Li  
Name: Gabriel Li  
Title: Director  
     
ORCHID CHINA MASTER FUND LIMITED
     
By: /s/ Gabriel Li  
Name: Gabriel Li  
Title: Director  
     
OAIII HOLDINGS, L.P.
     
By: /s/ Gabriel Li  
Name: Gabriel Li  
Title: Director  
     
ORCHID ASIA GROUP MANAGEMENT, LIMITED
     
By: /s/ Gabriel Li  
Name: Gabriel Li  
Title: Director  
   
ORCHID ASIA GROUP, LIMITED
     
By: /s/ Gabriel Li  
Name: Gabriel Li  
Title: Director  
   

Page 18 of 20

YM INVESTMENT LIMITED
     
By: /s/ Gabriel Li  
Name: Gabriel Li  
Title: Director  
   
For and on behalf of
MANAGECORP LIMITED
     
By: /s/ Ronnie Summers  
Name: Ronnie Summers  
Title: Authorized Signature  
   
ORCHID CHINA MANAGEMENT (CAYMAN) LIMITED
     
By: /s/ Gabriel Li  
Name: Gabriel Li  
Title: Director  
   
   
MS. LAM LAI MING, VERONICA
   
/s/ Veronica Lam Lai Ming, as Settlor of The Li 2007 Family Trust
   

   Page 19 of 20

 

EXHIBIT A

Orchid Asia III, L.P., Orchid Asia Co-Investment Limited and Orchid China Master Fund Limited are part of Orchid Asia Group, Limited, an investment complex that focuses on companies in Asia and China in particular.

OAIII Holdings, L.P. is the general partner of Orchid Asia III, L.P. Orchid Asia Group Management Ltd. is the general partner of OAIII Holdings, L.P. which is in turn a wholly-owned subsidiary of Orchid Asia Group, Limited. YM Investment Limited is controlling shareholder of Orchid Asia Group, Limited, and is wholly-owned by The Li 2007 Family Trust. The Li 2007 Family Trust is a revocable trust established under the laws of the British Virgin Islands with Ms. Lam Lai Ming, Veronica as the settlor, Managecorp as trustee and Ms. Lam Lai Ming and her family members the beneficiaries.

YM Investment Limited is also controlling shareholder of Orchid Asia Co-Investment Limited. Orchid China Management (Cayman) Limited serves as investment manager to Orchid China Master Fund Limited, which is in turn majority owned by YM Investment Limited.

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