-----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, WdHmQKHgXTJD3N+CA3grovmlqeSzvPXG23yNd14yX0Qivugcr6U9vIZOWaCrVym/ 37zDGuRCukXEfLPvP7tb/A== 0001104659-09-009062.txt : 20090213 0001104659-09-009062.hdr.sgml : 20090213 20090213074152 ACCESSION NUMBER: 0001104659-09-009062 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090213 DATE AS OF CHANGE: 20090213 GROUP MEMBERS: CAPITAL VENTURES INTERNATIONAL ( GROUP MEMBERS: SUSQUEHANNA ADVISORS GROUP, INC. ( GROUP MEMBERS: SUSQUEHANNA CAPITAL GROUP ( GROUP MEMBERS: SUSQUEHANNA SECURITIES ( SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Finance Online Co. LTD CENTRAL INDEX KEY: 0001297830 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: K3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80420 FILM NUMBER: 09598074 BUSINESS ADDRESS: STREET 1: 9TH FLOOR OF TOWER C, CORPORATE SQUARE, STREET 2: NO. 35 FINANCIAL STREET, XICHENG DISTRIC CITY: BEIJING STATE: F4 ZIP: 100032 BUSINESS PHONE: (86-10) 58325288 MAIL ADDRESS: STREET 1: 9TH FLOOR OF TOWER C, CORPORATE SQUARE, STREET 2: NO. 35 FINANCIAL STREET, XICHENG DISTRIC CITY: BEIJING STATE: F4 ZIP: 100032 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUSQUEHANNA INVESTMENT GROUP / CENTRAL INDEX KEY: 0000918950 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 232454154 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 401 CITY AVENUE STREET 2: SUITE 220 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 610-617-2600 MAIL ADDRESS: STREET 1: 401 CITY AVENUE STREET 2: SUITE 220 CITY: BALA CYNWYD STATE: PA ZIP: 19004 SC 13G/A 1 a09-4836_17sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d–102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c),

AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2

 

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

 

China Finance Online Co. Limited

(Name of Issuer)

Ordinary Shares, par value HK$0.001 per share

(Title of Class of Securities)

169379104

(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:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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).

 


 

 

CUSIP No. 169379104

 

 

1.

Names of Reporting Persons
Susquehanna Investment Group (“SIG”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Pennsylvania

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
144,050*

 

6.

Shared Voting Power
3,202,345*

 

7.

Sole Dispositive Power
144,050*

 

8.

Shared Dispositive Power
3,202,345*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,202,345*

 

 

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)
2.9%

 

 

12.

Type of Reporting Person (See Instructions)
BD, PN

 

*The reporting persons hold American Depositary Shares (“ADSs”), each of which represents 5 of the Company’s Ordinary Shares.   SIG, SCG and SS are affiliated independent broker-dealers, who together with CVI and SAGI, may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

 

2


 

CUSIP No. 169379104

 

 

1.

Names of Reporting Persons
Susquehanna Capital Group (“SCG”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0*

 

6.

Shared Voting Power
3,202,345*

 

7.

Sole Dispositive Power
0*

 

8.

Shared Dispositive Power
3,202,345*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,202,345*

 

 

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)
2.9%

 

 

12.

Type of Reporting Person (See Instructions)
BD, PN

 

*The reporting persons hold American Depositary Shares (“ADSs”), each of which represents 5 of the Company’s Ordinary Shares.   SIG, SCG and SS are affiliated independent broker-dealers, who together with CVI and SAGI, may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

 

3


 

CUSIP No. No. 169379104

 

 

1.

Names of Reporting Persons
Susquehanna Securities (“SS”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
379,080*

 

6.

Shared Voting Power
3,202,345*

 

7.

Sole Dispositive Power
379,080*

 

8.

Shared Dispositive Power
3,202,345*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,202,345*

 

 

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)
2.9%

 

 

12.

Type of Reporting Person (See Instructions)
BD, PN

 

*The reporting persons hold American Depositary Shares (“ADSs”), each of which represents 5 of the Company’s Ordinary Shares.   SIG, SCG and SS are affiliated independent broker-dealers, who together with CVI and SAGI, may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

 

4


 

CUSIP No. 169379104

 

 

1.

Names of Reporting Persons
Capital Ventures International (“CVI”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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
2,679,215

 

6.

Shared Voting Power
3,202,345*

 

7.

Sole Dispositive Power
2,679,215

 

8.

Shared Dispositive Power
3,202,345*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,202,345

 

 

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)
2.9%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

*The reporting persons hold American Depositary Shares (“ADSs”), each of which represents 5 of the Company’s Ordinary Shares.   SIG, SCG and SS are affiliated independent broker-dealers, who together with CVI and SAGI, may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.  SAGI is the investment manager to CVI and as such may exercise voting and dispositive power over 2,679,215 of these shares.

 

5


 

CUSIP No. 169379104

 

 

1.

Names of Reporting Persons
Susquehanna Advisors Group, Inc. (“SAGI”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Pennsylvania

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
3,202,345*

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,202,345*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,202,345

 

 

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)
2.9%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

*The reporting persons hold American Depositary Shares (“ADSs”), each of which represents 5 of the Company’s Ordinary Shares.   SIG, SCG and SS are affiliated independent broker-dealers, who together with CVI and SAGI, may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.  SAGI is the investment manager to CVI and as such may exercise voting and dispositive power over the 2,679,215 shares directly owned by CVI.

 

6


 

CUSIP No. 169379104

 

Item 1.

 

(a)

Name of Issuer
China Finance Online Co. Limited (the “Issuer” or the “Company”)

 

(b)

Address of Issuer’s Principal Executive Offices
9th Floor of Tower C, Corporate Square

No. 35 Financial Street, Xicheng District

Beijing  100032, China

 

Item 2.

 

(a)

Name of Person Filing (each, a “Reporting Person”)
(1) Susquehanna Investment Group

(2) Susquehanna Capital Group

(3) Susquehanna Securities

(4) Capital Ventures International

(5) Susquehanna Advisors Group, Inc.

 

(b)

Address of Principal Business Office or, if none, Residence
for each Reporting Person other than CVI:

401 City Avenue, Suite 220, Bala Cynwyd, PA  19004

 

For CVI:

One Capital Place

P.O. Box 1787 GT

Grand Cayman, Cayman Islands

British West Indies

 

(c)

Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person

 

(d)

Title of Class of Securities
Ordinary Shares, HK$0.001 par value per share, of the Company (the “Shares”)

 

(e)

CUSIP Number
169379104

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

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

 

(g)

o

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

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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 (15 U.S.C. 80a-3);

 

(j)

o

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

 

7


 

CUSIP No. 169379104

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.  The Reporting Persons hold American Depositary Shares (“ADSs”), each of which represents 5 of the Company’s Ordinary Shares. The amount beneficially owned by Susquehanna Investment Group includes options to buy 20,600 American Depositary Shares (“ADSs”), or 103,000 Ordinary Shares based on the 5:1 Ordinary Share to ADS ratio; and the amount beneficially owned by Susquehanna Securities includes options to buy 39,300 ADSs, or 196,500 Ordinary Shares based on the 5:1 Ordinary Share to ADS ratio.  The Company’s Form 20-F for the Fiscal Year Ended December 31, 2007, filed on June 5, 2008, indicates that there were 109,754,433 Ordinary Shares outstanding as of December 31, 2007.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of Group

Not Applicable

 

8


 

Item 10.

Certification

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Signature

 

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

 

 

Date: February 13, 2009

 

Susquehanna Capital Group

 

By:

 /s/ Todd Silverberg

 

Todd Silverberg, General Counsel

 

 

 

Susquehanna Investment Group

 

By:

/s/ Todd Silverberg

 

Todd Silverberg, General Counsel

 

 

 

Susquehanna Securities

 

By:

/s/ Todd Silverberg

 

Todd Silverberg, General Counsel

 

 

 

Capital Ventures International

 

By: Susquehanna Advisors Group, Inc.,

 

pursuant to a Limited Power of Attorney,

 

a copy of which is filed as Exhibit II hereto

 

By:

/s/ Todd Silverberg

 

Todd Silverberg, Assistant Secretary

 

 

 

Susquehanna Advisors Group, Inc.

 

By:

/s/ Todd Silverberg

 

Todd Silverberg, Assistant Secretary

 

9


 

EXHIBIT INDEX

 

Exhibit I:  Joint Filing Agreement, dated as of February 13, 2009, pursuant to Rule 13d-1(k) among Susquehanna Capital Group, Susquehanna Investment Group, Susquehanna Securities, Capital Ventures International and Susquehanna Advisors Group, Inc.

 

Exhibit II:  Limited Power of Attorney executed by Capital Ventures International, authorizing Bala International, Inc. (predecessor to Susquehanna Advisors Group, Inc.) to sign and file this Schedule 13G on its behalf, dated as of May 28, 1996.

 

10


 

EXHIBIT I

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of Common Stock of the Issuer, dated February 13, 2009, and any amendments thereto signed by each of the undersigned shall be filed on behalf of each of them pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934.

 

 

 

Date: February 13, 2009

 

Susquehanna Capital Group

 

By:

/s/ Todd Silverberg

 

Todd Silverberg, General Counsel

 

 

 

Susquehanna Investment Group

 

By:

/s/ Todd Silverberg

 

Todd Silverberg, General Counsel

 

 

 

Susquehanna Securities

 

By:

/s/ Todd Silverberg

 

Todd Silverberg, General Counsel

 

 

 

Capital Ventures International

 

By: Susquehanna Advisors Group, Inc.,

 

pursuant to a Limited Power of Attorney,

 

a copy of which is filed as Exhibit II hereto

 

By:

/s/ Todd Silverberg

 

Todd Silverberg, Assistant Secretary

 

 

 

Susquehanna Advisors Group, Inc.

 

By:

/s/ Todd Silverberg

 

Todd Silverberg, Assistant Secretary

 

11


 

EXHIBIT II

 

LIMITED POWER OF ATTORNEY

 

THIS LIMITED POWER OF ATTORNEY given on the 28th day of May, 1996 by Capital Ventures International (hereinafter called “the Company”) whose Registered Office is situated at Second Floor, One Capital Place, P.O. Box 1787, Grand Cayman, Cayman Islands, B.W.I.

 

WHEREAS by agreement dated May 28, 1996, by and between the Company and Bala International, Inc, the Company expressly authorised Bala International, Inc. to enter into transactions in certain designated areas as defined in the Agreement attached hereto marked “Appendix 1.”

 

NOW THIS DEED WITNESSETH that Ian A.N. Wight (Director) and Woodburne Associates (Cayman) Limited (Secretary) of the Company, hereby appoint on behalf of the Company the firm of Bala International, Inc. which through its officers, directors and employees is hereby formally granted limited power of attorney for the purpose of entering into transactions on behalf of and for the account of the Company and to take any actions on behalf of the Company as may be necessary to consummate such transactions, including but not limited to instructing the transfer of funds where necessary and executing required documentation.

 

IN WITNESS WHEREOF the Company has caused its common seal to be hereunto affixed the day and year above written.

 

THE COMMON SEAL OF

 

 

CAPITAL VENTURES INTERNATIONAL

 

/s/ Ian A.N. Wight

was hereunto affixed in the presence of:

 

Ian A.N. Wight

 

 

(Director)

 

 

 

/s/ Illegible

 

 

Witness

 

/s/ Woodburne Associates

 

 

For: Woodburne Associates

 

 

(Cayman) Limited

 

 

Secretary

 

12

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