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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
HiSoft Technology International Limited
(Name of Issuer)
American Depository Shares (ADS)
Each Representing Nineteen Common Shares, par value $0.0001 per share
(Title of Class of Securities)
43358R 10 8
(CUSIP Number)
December 31, 2010
(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)
þ 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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| 1 |
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NAMES OF REPORTING PERSONS
Granite Global Ventures (Q.P.) L.P. |
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ(1) |
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| 3 |
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SEC USE ONLY |
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| 4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware, United States of America |
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
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0 shares |
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| SHARES |
6 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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1,794,279 ADS representing 34,091,301 common shares (2) |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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0 shares |
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| WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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1,794,279 ADS representing 34,091,301 common shares (2) |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,794,279 ADS representing 34,091,301 common shares (2) |
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| 10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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| 11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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6.2%(3) |
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| 12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
(1) This statement on Schedule 13G is filed by
Granite Global Ventures (Q.P.) L.P., Granite Global Ventures L.P., Granite Global Ventures L.L.C., Granite Global Ventures II L.P., GGV II Entrepreneurs Fund L.P., Granite Global Ventures II L.L.C., Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas K. Ng and Ms. Jenny Lee (collectively, the
“Reporting Persons”). These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists of (i) 1,764,137 shares of
American Depository Shares (“ADS”) representing 33,518,603 common shares held by Granite Global Ventures (Q.P.) L.P. and (ii) 30,142 shares of ADS representing 572,698 common shares held by Granite Global Ventures L.P. In addition, (i) Granite Global Ventures (Q.P.) L.P. holds 5 common shares (representing a fractional 0.3 ADS) and (ii) Granite Global Ventures L.P. holds 15 common shares (representing a fractional 0.8 ADS). Granite Global Ventures L.L.C. is the sole general partner of Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. As such, Granite Global Ventures L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. Granite Global Ventures L.L.C. owns no securities of the Issuer directly. Messrs. Scott B. Bonham, Joel D. Kellman, Hany M
. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock are members of the investment committee of Granite Global Ventures L.L.C. As such, Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock possess power to direct the voting and disposition of the shares owned by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock own no securities of the Issuer directly.
(3) This percentage is calculated based
upon 28,884,265 ADS (representing 548,801,034 common shares) of the Issuer outstanding as set forth in the Issuer’s FORM 424(B)(4), filed with the Securities and Exchange Commission on December 20, 2010.
Page 2
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| 1 |
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NAMES OF REPORTING PERSONS
Granite Global Ventures L.P. |
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ(1) |
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| 3 |
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SEC USE ONLY |
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| 4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware, United States of America |
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
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0 shares |
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| SHARES |
6 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
1,794,279 ADS representing 34,091,301 common shares (2) |
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| EACH |
7 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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0 shares |
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| WITH: |
8 |
|
SHARED DISPOSITIVE POWER |
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|
1,794,279 ADS representing 34,091,301 common shares (2) |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
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1,794,279 ADS representing 34,091,301 common shares (2) |
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|
|
| 10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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| 11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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6.2%(3) |
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| 12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
(1) This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists of (i) 1,764,137
shares of American Depository Shares (“ADS”) representing 33,518,603 common shares held by Granite Global Ventures (Q.P.) L.P. and (ii) 30,142 shares of ADS representing 572,698 common shares held by Granite Global Ventures L.P. In addition, (i) Granite Global Ventures (Q.P.) L.P. holds 5 common shares (representing a fractional 0.3 ADS) and (ii) Granite Global Ventures L.P. holds 15 common shares (representing a fractional 0.8 ADS). Granite Global Ventures L.L.C. is the sole general partner of Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. As such, Granite Global Ventures L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. Granite Global Ventures L.L.C. owns no securities of the Issuer directly. Messrs. Scott B. Bonham, Joel D. Kellm
an, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock are members of the investment committee of Granite Global Ventures L.L.C. As such, Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock possess power to direct the voting and disposition of the shares owned by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock own no securities of the Issuer directly.
(3) This percentage is
calculated based upon 28,884,265 ADS (representing 548,801,034 common shares) of the Issuer outstanding as set forth in the Issuer’s FORM 424(B)(4), filed with the Securities and Exchange Commission on December 20, 2010.
Page 3
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| 1 |
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NAMES OF REPORTING PERSONS
Granite Global Ventures L.L.C. |
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ(1) |
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| 3 |
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SEC USE ONLY |
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| 4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware, United States of America |
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
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0 shares |
| |
|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
1,794,279 ADS representing 34,091,301 common shares (2) |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 shares |
| |
|
|
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| WITH: |
8 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
1,794,279 ADS representing 34,091,301 common shares (2) |
| |
|
|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
1,794,279 ADS representing 34,091,301 common shares (2) |
| |
|
|
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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| |
o |
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| 11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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6.2%(3) |
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| 12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
(1) This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists of (i) 1,764,137
shares of American Depository Shares (“ADS”) representing 33,518,603 common shares held by Granite Global Ventures (Q.P.) L.P. and (ii) 30,142 shares of ADS representing 572,698 common shares held by Granite Global Ventures L.P. In addition, (i) Granite Global Ventures (Q.P.) L.P. holds 5 common shares (representing a fractional 0.3 ADS) and (ii) Granite Global Ventures L.P. holds 15 common shares (representing a fractional 0.8 ADS). Granite Global Ventures L.L.C. is the sole general partner of Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. As such, Granite Global Ventures L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. Granite Global Ventures L.L.C. owns no securities of the Issuer directly. Messrs. Scott B. Bonham, Joel D. Kellm
an, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock are members of the investment committee of Granite Global Ventures L.L.C. As such, Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock possess power to direct the voting and disposition of the shares owned by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock own no securities of the Issuer directly.
(3) This
percentage is calculated based upon 28,884,265 ADS (representing 548,801,034 common shares) of the Issuer outstanding as set forth in the Issuer’s FORM 424(B)(4), filed with the Securities and Exchange Commission on December 20, 2010.
Page 4
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| 1 |
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NAMES OF REPORTING PERSONS
Granite Global Ventures II L.P. |
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|
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|
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
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(a) o |
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(b) þ(1) |
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| 3 |
|
SEC USE ONLY |
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|
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|
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| 4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
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Delaware, United States of America |
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|
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5 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
0 shares |
| |
|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
1,597,212 ADS representing 30,347,028 common shares (2) |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 shares |
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|
|
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| WITH: |
8 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
1,597,212 ADS representing 30,347,028 common shares (2) |
| |
|
|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
1,597,212 ADS representing 30,347,028 common shares (2) |
| |
|
|
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o |
| |
|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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|
| |
5.5%(3) |
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|
|
| 12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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|
| |
PN |
(1) This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists
of (i) 1,564,470 shares of ADS representing 29,724,930 common shares held by Granite Global Ventures II L.P., and (ii) 32,742 shares of ADS representing 622,098 common shares held by GGV II Entrepreneurs Fund L.P. In addition, (i) Granite Global Ventures II L.P. holds 4 common shares (representing a fractional 0.2 ADS), and (ii) GGV II Entrepreneurs Fund L.P. holds 10 common shares (representing a fractional 0.5 ADS). Granite Global Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. As such, Granite Global Ventures II L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D
. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are members of the investment committee of Granite Global Ventures II L.L.C. As such, Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee possess power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee own no securities of the Issuer directly.
(3) This
percentage is calculated based upon 28,884,265 ADS (representing 548,801,034 common shares) of the Issuer outstanding as set forth in the Issuer’s FORM 424(B)(4), filed with the Securities and Exchange Commission on December 20, 2010.
Page 5
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| 1 |
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NAMES OF REPORTING PERSONS
GGV II Entrepreneurs Fund L.P. |
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
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(a) o |
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(b) þ(1) |
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| 3 |
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SEC USE ONLY |
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| 4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware, United States of America |
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
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0 shares |
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|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
1,597,212 ADS representing 30,347,028 common shares (2) |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 shares |
| |
|
|
|
| WITH: |
8 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
1,597,212 ADS representing 30,347,028 common shares (2) |
| |
|
|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
1,597,212 ADS representing 30,347,028 common shares (2) |
| |
|
|
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o |
| |
|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
|
| |
5.5%(3) |
| |
|
|
| 12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
PN |
(1) This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists
of (i) 1,564,470 shares of ADS representing 29,724,930 common shares held by Granite Global Ventures II L.P., and (ii) 32,742 shares of ADS representing 622,098 common shares held by GGV II Entrepreneurs Fund L.P. In addition, (i) Granite Global Ventures II L.P. holds 4 common shares (representing a fractional 0.2 ADS), and (ii) GGV II Entrepreneurs Fund L.P. holds 10 common shares (representing a fractional 0.5 ADS). Granite Global Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. As such, Granite Global Ventures II L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D
. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are members of the investment committee of Granite Global Ventures II L.L.C. As such, Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee possess power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee own no securities of the Issuer directly.
(3) This
percentage is calculated based upon 28,884,265 ADS (representing 548,801,034 common shares) of the Issuer outstanding as set forth in the Issuer’s FORM 424(B)(4), filed with the Securities and Exchange Commission on December 20, 2010.
Page 6
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| 1 |
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NAMES OF REPORTING PERSONS
Granite Global Ventures II L.L.C. |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
| |
(a) o |
| |
(b) þ(1) |
| |
|
|
| 3 |
|
SEC USE ONLY |
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|
| |
|
| |
|
|
| 4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
Delaware, United States of America |
| |
|
|
|
| |
5 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
0 shares |
| |
|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
1,597,212 ADS representing 30,347,028 common shares (2) |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 shares |
| |
|
|
|
| WITH: |
8 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
1,597,212 ADS representing 30,347,028 common shares (2) |
| |
|
|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
1,597,212 ADS representing 30,347,028 common shares (2) |
| |
|
|
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o |
| |
|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
|
| |
5.5%(3) |
| |
|
|
| 12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
OO |
(1) This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists
of (i) 1,564,470 shares of ADS representing 29,724,930 common shares held by Granite Global Ventures II L.P., and (ii) 32,742 shares of ADS representing 622,098 common shares held by GGV II Entrepreneurs Fund L.P. In addition, (i) Granite Global Ventures II L.P. holds 4 common shares (representing a fractional 0.2 ADS), and (ii) GGV II Entrepreneurs Fund L.P. holds 10 common shares (representing a fractional 0.5 ADS). Granite Global Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. As such, Granite Global Ventures II L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D
. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are members of the investment committee of Granite Global Ventures II L.L.C. As such, Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee possess power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee own no securities of the Issuer directly.
(3) This
percentage is calculated based upon 28,884,265 ADS (representing 548,801,034 common shares) of the Issuer outstanding as set forth in the Issuer’s FORM 424(B)(4), filed with the Securities and Exchange Commission on December 20, 2010.
Page 7
| |
|
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| 1 |
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NAMES OF REPORTING PERSONS
Ray A. Rothrock |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
| |
(a) o |
| |
(b) þ(1) |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
United States of America |
| |
|
|
|
| |
5 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
0 shares |
| |
|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
3,391,491 ADS representing 64,438,329 common shares (2) |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 shares |
| |
|
|
|
| WITH: |
8 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
3,391,491 ADS representing 64,438,329 common shares (2) |
| |
|
|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
3,391,491 ADS representing 64,438,329 common shares (2) |
| |
|
|
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o |
| |
|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
|
| |
11.7%(3) |
| |
|
|
| 12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
IN |
(1) This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists
of (i) 1,764,137 shares of ADS representing 33,518,603 common shares held by Granite Global Ventures (Q.P.) L.P., (ii) 30,142 shares of ADS representing 572,698 common shares held by Granite Global Ventures L.P., (iii) 1,564,470 shares of ADS representing 29,724,930 common shares held by Granite Global Ventures II L.P., and (iv) 32,742 shares of ADS representing 622,098 common shares held by GGV II Entrepreneurs Fund L.P. In addition, (i) Granite Global Ventures (Q.P.) L.P. holds 5 common shares (representing a fractional 0.3 ADS), (ii) Granite Global Ventures L.P. holds 15 common shares (representing a fractional 0.8 ADS); (iii) Granite Global Ventures II L.P. holds 4 common shares (representing a fractional 0.2 ADS), and (iv) GGV II Entrepreneurs Fund L.P. holds 10 common shares (representing a fractional 0.5 ADS). Granite Global Ventures L.L.C. is the sole general partner of Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. As such, Granite Global Ventures L.L.C. possesses power to dire
ct the voting and disposition of the shares owned by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. Granite Global Ventures L.L.C. owns no securities of the Issuer directly. Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock are members of the investment committee of Granite Global Ventures L.L.C. As such, Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock possess power to direct the voting and disposition of the shares owned by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock own no sec
urities of the Issuer directly. Granite Global Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. As such, Granite Global Ventures II L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are members of the investment committee of Granite Global Ventures II L.L.C. As such, Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee possess power to direct the voting and disposition of the shares owned by G
ranite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee own no securities of the Issuer directly.
(3) This percentage is calculated based upon 28,884,265 ADS (representing 548,801,034 common shares) of the Issuer outstanding as set forth in the Issuer’s FORM 424(B)(4), filed with the Securities and Exchange Commission on December 20, 2010.
Page 8
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| 1 |
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NAMES OF REPORTING PERSONS
Anthony Sun |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
| |
(a) o |
| |
(b) þ(1) |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
United States of America |
| |
|
|
|
| |
5 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
0 shares |
| |
|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
3,391,491 ADS representing 64,438,329 common shares (2) |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 shares |
| |
|
|
|
| WITH: |
8 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
3,391,491 ADS representing 64,438,329 common shares (2) |
| |
|
|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
3,391,491 ADS representing 64,438,329 common shares (2) |
| |
|
|
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o |
| |
|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
|
| |
11.7%(3) |
| |
|
|
| 12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
IN |
(1) This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists
of (i) 1,764,137 shares of ADS representing 33,518,603 common shares held by Granite Global Ventures (Q.P.) L.P., (ii) 30,142 shares of ADS representing 572,698 common shares held by Granite Global Ventures L.P., (iii) 1,564,470 shares of ADS representing 29,724,930 common shares held by Granite Global Ventures II L.P., and (iv) 32,742 shares of ADS representing 622,098 common shares held by GGV II Entrepreneurs Fund L.P. In addition, (i) Granite Global Ventures (Q.P.) L.P. holds 5 common shares (representing a fractional 0.3 ADS), (ii) Granite Global Ventures L.P. holds 15 common shares (representing a fractional 0.8 ADS); (iii) Granite Global Ventures II L.P. holds 4 common shares (representing a fractional 0.2 ADS), and (iv) GGV II Entrepreneurs Fund L.P. holds 10 common shares (representing a fractional 0.5 ADS). Granite Global Ventures L.L.C. is the sole general partner of Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. As such, Granite Global Ventures L.L.C. possesses power to dire
ct the voting and disposition of the shares owned by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. Granite Global Ventures L.L.C. owns no securities of the Issuer directly. Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock are members of the investment committee of Granite Global Ventures L.L.C. As such, Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock possess power to direct the voting and disposition of the shares owned by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock own no sec
urities of the Issuer directly. Granite Global Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. As such, Granite Global Ventures II L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are members of the investment committee of Granite Global Ventures II L.L.C. As such, Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee possess power to direct the voting and disposition of the shares owned by G
ranite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee own no securities of the Issuer directly.
(3) This
percentage is calculated based upon 28,884,265 ADS (representing 548,801,034 common shares) of the Issuer outstanding as set forth in the Issuer’s FORM 424(B)(4), filed with the Securities and Exchange Commission on December 20, 2010.
Page 9
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| 1 |
|
NAMES OF REPORTING PERSONS
Scott B. Bonham |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
| |
(a) o |
| |
(b) þ(1) |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
Canada |
| |
|
|
|
| |
5 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
0 shares |
| |
|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
3,391,491 ADS representing 64,438,329 common shares (2) |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 shares |
| |
|
|
|
| WITH: |
8 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
3,391,491 ADS representing 64,438,329 common shares (2) |
| |
|
|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
3,391,491 ADS representing 64,438,329 common shares (2) |
| |
|
|
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o |
| |
|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
|
| |
11.7%(3) |
| |
|
|
| 12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
IN |
(1) This statement on Schedule 13G is filed by the
Reporting Persons. These Reporting Persons expressly disclaim status
as a “group” for purposes of this Schedule 13G.
(2) Consists of (i) 1,764,137 shares of ADS
representing 33,518,603 common shares held by Granite Global Ventures (Q.P.) L.P.,
(ii) 30,142 shares of ADS representing 572,698 common shares held by Granite Global
Ventures L.P., (iii) 1,564,470 shares of ADS representing 29,724,930 common shares held by
Granite Global Ventures II L.P., and (iv) 32,742 shares of ADS representing 622,098 common shares
held by GGV II Entrepreneurs Fund L.P. In addition, (i) Granite Global Ventures (Q.P.) L.P.
holds 5 common shares (representing a fractional 0.3 ADS), (ii) Granite Global
Ventures L.P. holds 15 common shares (representing a fractional 0.8 ADS); (iii) Granite Global
Ventures II L.P. holds 4 common shares (representing a fractional 0.2 ADS), and (iv) GGV II Entrepreneurs Fund L.P.
holds 10 common shares (representing a fractional 0.5 ADS). Granite Global Ventures L.L.C. is the sole general
partner of Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. As such, Granite Global Ventures L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P.
Granite Global Ventures L.L.C. owns no securities of the Issuer directly. Messrs. Scott B. Bonham,
Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock are members of the investment committee of Granite Global Ventures L.L.C. As such, Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock possess power to direct the voting and disposition of the shares owned by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. and may be deemed to have indirect
beneficial ownership of the shares held by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock own no securities of the Issuer directly. Granite Global Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. As such, Granite Global Ventures II L.L.C. possesses power to
direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada,
Thomas, K. Ng, and Ms. Jenny Lee are members of the investment committee of Granite Global Ventures II L.L.C. As such, Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee possess power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares
held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee own no securities of the Issuer directly.
(3) This percentage is calculated based upon 28,884,265 ADS
(representing 548,801,034 common shares) of the Issuer outstanding as set forth in the Issuer’s FORM 424(B)(4), filed with the Securities and Exchange Commission on December 20, 2010.
Page 10
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| 1 |
|
NAMES OF REPORTING PERSONS
Joel D. Kellman |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
| |
(a) o |
| |
(b) þ(1) |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
United States of America |
| |
|
|
|
| |
5 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
0 shares |
| |
|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
3,391,491 ADS representing 64,438,329 common shares (2) |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 shares |
| |
|
|
|
| WITH: |
8 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
3,391,491 ADS representing 64,438,329 common shares (2) |
| |
|
|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
3,391,491 ADS representing 64,438,329 common shares (2) |
| |
|
|
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o |
| |
|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
|
| |
11.7%(3) |
| |
|
|
| 12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
IN |
(1) This statement on Schedule 13G is filed by the
Reporting Persons. These Reporting Persons expressly disclaim status
as a “group” for purposes of this Schedule 13G.
(2) Consists of (i) 1,764,137 shares of ADS representing 33,518,603 common shares held by Granite Global Ventures (Q.P.) L.P., (ii) 30,142 shares of ADS representing 572,698 common shares held by Granite Global Ventures L.P., (iii) 1,564,470 shares of ADS representing 29,724,930 common shares held by Granite Global Ventures II L.P., and (iv) 32,742 shares of ADS representing 622,098
common shares held by GGV II Entrepreneurs Fund L.P. In addition, (i) Granite Global Ventures (Q.P.) L.P. holds 5 common shares (representing a fractional 0.3 ADS), (ii) Granite Global Ventures L.P. holds 15 common shares (representing a fractional 0.8 ADS); (iii) Granite Global Ventures II L.P. holds 4 common shares (representing a fractional 0.2 ADS), and (iv) GGV II Entrepreneurs Fund L.P. holds 10 common shares (representing a fractional 0.5 ADS). Granite Global
Ventures L.L.C. is the sole general partner of Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. As such, Granite Global Ventures L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. Granite Global Ventures L.L.C.
owns no securities of the Issuer directly. Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock are members of the investment committee of Granite Global Ventures L.L.C. As such, Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock possess power to direct the voting and disposition of the shares owned by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. and may be
deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock own no securities of the Issuer directly. Granite Global Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. As such, Granite Global Ventures II L.L.C. possesses power to direct the
voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are
members of the investment committee of Granite Global Ventures II L.L.C. As such, Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee possess power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee own no securities of the Issuer directly.
(3) This percentage is calculated based upon 28,884,265 ADS (representing 548,801,034 common shares) of the Issuer outstanding as set forth in the Issuer’s
FORM 424(B)(4), filed with the Securities and Exchange Commission on December 20, 2010.
Page 11
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
Hany M. Nada |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
| |
(a) o |
| |
(b) þ(1) |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
United States of America |
| |
|
|
|
| |
5 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
0 shares |
| |
|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
3,391,491 ADS representing 64,438,329 common shares (2) |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 shares |
| |
|
|
|
| WITH: |
8 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
3,391,491 ADS representing 64,438,329 common shares (2) |
| |
|
|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
3,391,491 ADS representing 64,438,329 common shares (2) |
| |
|
|
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o |
| |
|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
|
| |
11.7%(3) |
| |
|
|
| 12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
IN |
(1) This statement on Schedule 13G is
filed by the Reporting Persons. These Reporting Persons expressly
disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists of (i) 1,764,137 shares of ADS representing 33,518,603 common shares held by Granite Global Ventures (Q.P.) L.P., (ii) 30,142 shares of ADS representing 572,698 common shares held by Granite Global Ventures L.P., (iii) 1,564,470 shares of ADS representing 29,724,930 common shares held by Granite Global Ventures II L.P., and (iv) 32,742 shares of ADS representing 622,098 common shares held by GGV II Entrepreneurs
Fund L.P. In addition, (i) Granite Global Ventures (Q.P.) L.P. holds 5 common shares (representing a fractional 0.3 ADS), (ii) Granite Global Ventures L.P. holds 15 common shares (representing a fractional 0.8 ADS); (iii) Granite Global Ventures II L.P. holds 4 common shares (representing a fractional 0.2 ADS), and (iv) GGV II Entrepreneurs Fund L.P. holds 10 common shares (representing a fractional 0.5 ADS). Granite Global Ventures L.L.C. is the sole general partner of
Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. As such, Granite Global Ventures L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. Granite Global Ventures L.L.C. owns no securities of the Issuer directly. Messrs.
Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock are members of the investment committee of Granite Global Ventures L.L.C. As such, Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock possess power to direct the voting and disposition of the shares owned by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. and may be deemed to have indirect beneficial ownership of the shares
held by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock own no securities of the Issuer directly. Granite Global Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. As such, Granite Global Ventures II L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global
Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are members of the investment committee of Granite Global
Ventures II L.L.C. As such, Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee possess power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Messrs. Ray A. Rothrock,
Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee own no securities of the Issuer directly.
(3) This percentage is calculated based upon 28,884,265 ADS (representing 548,801,034 common shares) of the Issuer
outstanding as set forth in the Issuer’s FORM 424(B)(4), filed with the Securities and Exchange Commission on December 20, 2010.
Page 12
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
Thomas K. Ng |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
| |
(a) o |
| |
(b) þ(1) |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
United States of America |
| |
|
|
|
| |
5 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
0 shares |
| |
|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
3,391,491 ADS representing 64,438,329 common shares (2) |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 shares |
| |
|
|
|
| WITH: |
8 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
3,391,491 ADS representing 64,438,329 common shares (2) |
| |
|
|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
3,391,491 ADS representing 64,438,329 common shares (2) |
| |
|
|
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o |
| |
|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
|
| |
11.7%(3) |
| |
|
|
| 12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
IN |
(1) This statement on Schedule 13G is filed by the Reporting
Persons. These Reporting Persons expressly disclaim status as a
“group” for purposes of this Schedule 13G.
(2) Consists of (i) 1,764,137 shares of ADS
representing 33,518,603 common shares held by Granite Global Ventures (Q.P.) L.P., (ii) 30,142 shares of ADS representing 572,698 common shares held by Granite Global Ventures L.P., (iii) 1,564,470 shares of ADS representing 29,724,930 common shares held by Granite Global Ventures II L.P., and (iv) 32,742 shares of ADS representing 622,098 common shares held by GGV II Entrepreneurs Fund L.P. In addition, (i) Granite Global Ventures (Q.P.) L.P. holds 5
common shares (representing a fractional 0.3 ADS), (ii) Granite Global Ventures L.P. holds 15 common shares (representing a fractional 0.8 ADS); (iii) Granite Global Ventures II L.P. holds 4 common shares (representing a fractional 0.2 ADS), and (iv) GGV II Entrepreneurs Fund L.P. holds 10 common shares (representing a fractional 0.5 ADS). Granite Global Ventures L.L.C. is the sole general partner of Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. As such,
Granite Global Ventures L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. Granite Global Ventures L.L.C. owns no securities of the Issuer directly. Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray
Rothrock are members of the investment committee of Granite Global Ventures L.L.C. As such, Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock possess power to direct the voting and disposition of the shares owned by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. Messrs.
Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock own no securities of the Issuer directly. Granite Global Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. As such, Granite Global Ventures II L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect
beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are members of the investment committee of Granite Global Ventures II L.L.C. As such, Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman,
Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee possess power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and
Ms. Jenny Lee own no securities of the Issuer directly.
(3) This percentage is calculated based
upon 28,884,265 ADS (representing 548,801,034 common shares) of the Issuer outstanding as
set forth in the Issuer’s FORM 424(B)(4), filed with the Securities and Exchange Commission on December 20, 2010.
Page 13
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
Jixun Foo |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
| |
(a) o |
| |
(b) þ(1) |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
Singapore |
| |
|
|
|
| |
5 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
0 shares |
| |
|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
1,597,212 ADS representing 30,347,028 common shares (2) |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 shares |
| |
|
|
|
| WITH: |
8 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
1,597,212 ADS representing 30,347,028 common shares (2) |
| |
|
|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
1,597,212 ADS representing 30,347,028 common shares (2) |
| |
|
|
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o |
| |
|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
|
| |
5.5%(3) |
| |
|
|
| 12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
IN |
(1) This statement on Schedule 13G is filed by the Reporting
Persons. These Reporting Persons expressly disclaim status as a
“group” for purposes of this Schedule 13G.
(2) Consists of (i) 1,564,470 shares of ADS representing 29,724,930 common shares held by Granite Global Ventures II L.P., and (ii) 32,742 shares of ADS representing 622,098 common shares held by GGV II Entrepreneurs Fund L.P. In addition, (i) Granite Global Ventures II L.P. holds 4 common shares (representing a fractional 0.2 ADS), and (ii) GGV II Entrepreneurs Fund L.P. holds 10 common shares (representing a fractional 0.5 ADS). Granite
Global Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. As such, Granite Global Ventures II L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C.
owns no securities of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are members of the investment committee of Granite Global Ventures II L.L.C. As such, Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee possess power to direct the voting and disposition of the shares owned by
Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee own no securities of the Issuer directly.
(3) This percentage is calculated based upon 28,884,265 ADS (representing 548,801,034 common shares) of the Issuer outstanding as set forth in the Issuer’s FORM 424(B)(4),
filed with the Securities and Exchange Commission on December 20, 2010.
Page 14
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
Glenn Solomon |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
| |
(a) o |
| |
(b) þ(1) |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
United States of America |
| |
|
|
|
| |
5 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
0 shares |
| |
|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
1,597,212 ADS representing 30,347,028 common shares (2) |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 shares |
| |
|
|
|
| WITH: |
8 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
1,597,212 ADS representing 30,347,028 common shares (2) |
| |
|
|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
1,597,212 ADS representing 30,347,028 common shares (2) |
| |
|
|
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o |
| |
|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
|
| |
5.5%(3) |
| |
|
|
| 12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
IN |
(1) This statement on Schedule 13G is filed by the Reporting
Persons. These Reporting Persons expressly disclaim status as a
“group” for purposes of this Schedule 13G.
(2) Consists of (i) 1,564,470 shares of ADS representing 29,724,930 common shares held by Granite Global Ventures II L.P., and (ii) 32,742 shares of ADS representing 622,098 common shares held by GGV II Entrepreneurs Fund L.P. In addition, (i) Granite Global Ventures II L.P. holds 4 common shares (representing a fractional 0.2 ADS), and (ii) GGV II Entrepreneurs Fund L.P. holds 10 common shares (representing a fractional 0.5 ADS).
Granite Global Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. As such, Granite Global Ventures II L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P.
and GGV II Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are members of the investment committee of Granite Global Ventures II L.L.C. As such, Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee
possess power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee own no securities of the Issuer directly.
(3) This percentage is calculated based upon 28,884,265 ADS (representing 548,801,034 common shares) of the Issuer outstanding as set forth in the Issuer’s
FORM 424(B)(4), filed with the Securities and Exchange Commission on December 20, 2010.
Page 15
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
Jenny Lee |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
| |
(a) o |
| |
(b) þ(1) |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
Singapore |
| |
|
|
|
| |
5 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
0 shares |
| |
|
|
|
| SHARES |
6 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
1,597,212 ADS representing 30,347,028 common shares (2) |
| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 shares |
| |
|
|
|
| WITH: |
8 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
1,597,212 ADS representing 30,347,028 common shares (2) |
| |
|
|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
1,597,212 ADS representing 30,347,028 common shares (2) |
| |
|
|
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o |
| |
|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
|
| |
5.5%(3) |
| |
|
|
| 12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
IN |
(1) This statement on Schedule 13G is filed by the Reporting
Persons. These Reporting Persons expressly disclaim status as a
“group” for purposes of this Schedule 13G.
(2) Consists of (i) 1,564,470 shares of ADS representing 29,724,930 common shares held by Granite Global Ventures II L.P., and (ii) 32,742 shares of ADS representing 622,098 common shares held by GGV II Entrepreneurs Fund L.P. In addition, (i) Granite Global Ventures II L.P. holds 4 common shares (representing a fractional 0.2 ADS), and (ii) GGV II Entrepreneurs Fund L.P. holds 10 common shares (representing a fractional 0.5 ADS).
Granite Global Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. As such, Granite Global Ventures II L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Granite Global
Ventures II L.L.C. owns no securities of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are members of the investment committee of Granite Global Ventures II L.L.C. As such, Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee possess power to direct the voting and
disposition of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee own no securities of the Issuer directly.
(3) This percentage is calculated based upon 28,884,265 ADS (representing 548,801,034 common shares) of the Issuer outstanding as set forth in the Issuer’s
FORM 424(B)(4), filed with the Securities and Exchange Commission on December 20, 2010.
Page 16
Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in
respect of ADS of HiSoft Technology International Limited (the “Issuer”). Each ADS represents 19
common shares, par value $0.0001 per share, of the Issuer.
Item 1(a). Name of Issuer:
HiSoft Technology International Limited
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| Item 1(b). |
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Address of Issuer’s Principal Executive Officers: |
33 Lixian Street
Qixianling Industrial Base
Hi-Tech Zone, Dalian 116023
People’s Republic of China
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| Item 2(a). |
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Name of Person(s) Filing: |
Granite Global Ventures (Q.P.) L.P.
Granite Global Ventures L.P.
Granite Global Ventures L.L.C.
Granite Global Ventures II L.P.
GGV II Entrepreneurs Fund L.P.
Granite Global Ventures II L.L.C.
Ray A. Rothrock
Anthony Sun
Scott B. Bonham
Joel D. Kellman
Jixun Foo
Glenn Solomon
Hany M. Nada
Thomas K. Ng
Jenny Lee
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| Item 2(b). |
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Address of Principal Business Office: |
GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
United States of America
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| Item 2(c). |
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Citizenship or Place of Organization: |
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| Name |
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Citizenship or Place of Organization |
1.
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Granite Global Ventures (Q.P.)
L.P.
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Delaware, United States of America |
2.
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Granite Global Ventures L.P.
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Delaware, United States of America |
3.
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Granite Global Ventures L.L.C.
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Delaware, United States of America |
4.
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Granite Global Ventures II L.P.
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Delaware, United States of America |
5.
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GGV II Entrepreneurs Fund L.P.
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Delaware, United States of America |
6.
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Granite Global Ventures II L.L.C.
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Delaware, United States of America |
7.
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Ray A. Rothrock
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United States of America |
8.
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Anthony Sun
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United States of America |
9.
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Scott B. Bonham
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Canada |
10.
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Joel D. Kellman
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United States of America |
11.
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Jixun Foo
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Singapore |
12.
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Glenn Solomon
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United States of America |
13.
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Hany M. Nada
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United States of America |
14.
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Thomas K. Ng
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United States of America |
15.
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Jenny Lee
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Singapore |
Page 17
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| Item 2(d). |
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Title of Class of Securities: |
American Depository Shares. Each American Depository Share represents 19 common shares, par
value $0.0001 per share, of the Issuer.
43358R 10 8
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| Item 3. |
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether
the Person Filing is a: |
Not applicable.
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| Item 4(a). |
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Amount Beneficially Owned: |
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| Item 4(b). |
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Percent of Class: |
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| Item 4(c). |
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Number of shares as to which such persons have: |
The following information with respect to the ownership of the ADS of the Issuer by the Reporting
Persons filing this statement on Schedule 13G as of December 31, 2010:
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Sole |
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Shared |
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Sole |
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Shared |
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Shares Held |
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Voting |
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Voting |
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Dispositive |
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Dispositive |
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Beneficial |
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Percentage of Class |
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| Reporting Persons |
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Directly |
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Power |
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Power (1) |
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Power |
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Power (1) |
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Ownership (1) |
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(1, 3) |
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Granite Global Ventures (Q.P.) L.P. |
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1,764,137 |
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0 |
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1,794,279 |
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0 |
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1,794,279 |
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1,794,279 |
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6.2 |
% |
Granite Global Ventures L.P. |
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30,142 |
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0 |
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1,794,279 |
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0 |
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1,794,279 |
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1,794,279 |
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6.2 |
% |
Granite Global Ventures L.L.C. |
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0 |
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0 |
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1,794,279 |
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0 |
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1,794,279 |
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1,794,279 |
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6.2 |
% |
Granite Global Ventures II L.P. |
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1,564,470 |
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0 |
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1,597,212 |
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0 |
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1,597,212 |
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1,597,212 |
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5.5 |
% |
GGV II Entrepreneurs Fund L.P. |
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32,742 |
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0 |
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1,597,212 |
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0 |
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1,597,212 |
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1,597,212 |
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5.5 |
% |
Granite Global Ventures II L.L.C. |
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0 |
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0 |
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1,597,212 |
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0 |
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1,597,212 |
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1,597,212 |
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5.5 |
% |
Ray A. Rothrock |
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0 |
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0 |
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3,391,491 |
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0 |
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3,391,491 |
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3,391,491 |
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11.7 |
% |
Anthony Sun |
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0 |
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0 |
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3,391,491 |
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0 |
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3,391,491 |
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3,391,491 |
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11.7 |
% |
Scott B. Bonham |
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0 |
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0 |
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3,391,491 |
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0 |
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3,391,491 |
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3,391,491 |
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11.7 |
% |
Joel D. Kellman |
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0 |
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0 |
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3,391,491 |
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0 |
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3,391,491 |
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3,391,491 |
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11.7 |
% |
Jixun Foo |
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0 |
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0 |
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1,597,212 |
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0 |
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1,597,212 |
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1,597,212 |
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5.5 |
% |
Glenn Solomon |
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0 |
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0 |
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1,597,212 |
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0 |
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1,597,212 |
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1,597,212 |
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5.5 |
% |
Hany M. Nada |
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0 |
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0 |
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3,391,491 |
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0 |
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3,391,491 |
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3,391,491 |
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11.7 |
% |
Thomas K. Ng |
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0 |
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0 |
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3,391,491 |
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0 |
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3,391,491 |
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3,391,491 |
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11.7 |
% |
Jenny Lee |
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0 |
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0 |
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1,597,212 |
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0 |
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1,597,212 |
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1,597,212 |
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5.5 |
% |
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| (1) |
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Represents the number of ADS currently held by the Reporting Persons. |
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| (2) |
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Granite Global Ventures L.L.C. is the sole general partner of Granite Global Ventures (Q.P.)
L.P. and Granite Global Ventures L.P. As such, Granite Global Ventures L.L.C. possesses power
to direct the voting and disposition of the shares owned by Granite Global Ventures (Q.P.)
L.P. and Granite Global Ventures L.P. and may be deemed to have indirect beneficial ownership
of the shares held by Granite Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P.
Granite Global Ventures L.L.C. owns no securities of the Issuer directly. Messrs. Scott B.
Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony |
Page 18
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Sun and Ray Rothrock are members of the investment committee of Granite Global Ventures L.L.C.
As such, Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and
Ray Rothrock possess power to direct the voting and disposition of the shares owned by Granite
Global Ventures (Q.P.) L.P. and Granite Global Ventures L.P. and may be deemed to have indirect
beneficial ownership of the shares held by Granite Global Ventures (Q.P.) L.P. and Granite Global
Ventures L.P. Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun
and Ray Rothrock own no securities of the Issuer directly. Granite Global Ventures II L.L.C. is
the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
As such, Granite Global Ventures II L.L.C. possesses power to direct the voting and disposition
of the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may
be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II
L.P. and GGV II Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no securities of
the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman,
Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are members of the
investment committee of Granite Global Ventures II L.L.C. As such, Messrs. Ray A. Rothrock,
Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K.
Ng, and Ms. Jenny Lee possess power to direct the voting and disposition of the shares owned by
Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have
indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman,
Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee own no securities of the
Issuer directly. |
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| (3) |
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This percentage is calculated based upon 28,884,265 ADS (representing 548,801,034 common
shares) of the Issuer outstanding as set forth in the Issuer’s FORM 424(B)(4), filed with the
Securities and Exchange Commission on December 20, 2010. |
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| Item 5. |
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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 Persons have ceased to be the beneficial owner of more than five percent of the
class of securities, check the following: o
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| Item 6. |
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Ownership of More Than Five Percent on Behalf of Another Person: |
Not applicable.
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| Item 7. |
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Identification and Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company: |
Not applicable.
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| Item 8. |
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Identification and Classification of Members of the Group: |
Not applicable.
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| Item 9. |
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Notice of Dissolution of Group: |
Not applicable.
Not applicable.
Page 19
SIGNATURES
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 2, 2011
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GRANITE GLOBAL VENTURES (Q.P.) L.P.
GRANITE GLOBAL VENTURES L.P.
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| BY: |
GRANITE GLOBAL VENTURES L.L.C. |
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| ITS: |
GENERAL PARTNER |
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| By: |
/s/ Hany M. Nada
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Hany M. Nada |
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Managing Director |
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GRANITE GLOBAL VENTURES L.L.C.
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| By: |
/s/ Hany M. Nada
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Hany M. Nada |
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Managing Director |
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GRANITE GLOBAL VENTURES II L.P.
GGV II ENTREPRENEURS FUND L.P. |
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| BY:
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GRANITE GLOBAL VENTURES II L.L.C.
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ITS: |
GENERAL PARTNER
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| By: |
/s/ Hany M. Nada
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Hany M. Nada |
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Managing Director |
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GRANITE GLOBAL VENTURES II L.L.C.
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| By: |
/s/ Hany M. Nada
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Hany M. Nada |
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Managing Director |
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| /s/ Hany M. Nada
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Hany M. Nada as Attorney-in-fact for Ray A. Rothrock |
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| /s/ Hany M. Nada |
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| Hany M. Nada as Attorney-in-fact for Anthony Sun |
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| /s/ Hany M. Nada
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| Hany M. Nada as Attorney-in-fact for Scott B. Bonham |
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| /s/ Hany M. Nada
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| Hany M. Nada as Attorney-in-fact for Joel D. Kellman |
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| /s/ Hany M. Nada
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| Hany M. Nada as Attorney-in-fact for Jixun Foo |
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| /s/ Hany M. Nada
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| Hany M. Nada as Attorney-in-fact for Glenn Solomon |
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Page 20
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| /s/ Hany M. Nada
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| Hany M. Nada |
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| /s/ Hany M. Nada
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| Hany M. Nada as Attorney-in-fact for Thomas K. Ng |
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| /s/ Hany M. Nada
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| Hany M. Nada as Attorney-in-fact for Jenny Lee |
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Exhibit(s):
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Exhibit 99.1:
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Joint Filing Statement |
Exhibit A:
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Power of Attorney |
Page 21