Schedule 13G

-----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, UbgEZlr7ifyB9EGWEpfrP9372O58rUbsYWib2eqNT9WC5olZ5gfqkutbHPvvWmr0 7XXGUUMPx6Bp9LLs67B/mg== 0001193125-08-016074.txt : 20080131 0001193125-08-016074.hdr.sgml : 20080131 20080131064706 ACCESSION NUMBER: 0001193125-08-016074 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080131 DATE AS OF CHANGE: 20080131 GROUP MEMBERS: SAIF II GP CAPITAL LTD. GROUP MEMBERS: SAIF II GP L.P. GROUP MEMBERS: SAIF PARTNERS II L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Acorn International, Inc. CENTRAL INDEX KEY: 0001365742 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83555 FILM NUMBER: 08562666 BUSINESS ADDRESS: STREET 1: 12/F, XINYIN BUILDING, 888 YI SHAN ROAD CITY: SHANGHAI STATE: F4 ZIP: 200233 BUSINESS PHONE: 8621-5464-4600 MAIL ADDRESS: STREET 1: 12/F, XINYIN BUILDING, 888 YI SHAN ROAD CITY: SHANGHAI STATE: F4 ZIP: 200233 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SB Asia Investment Fund II L.P. CENTRAL INDEX KEY: 0001425109 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: SAIF ADVISORS LIMITED, SUITES 2115-2118, STREET 2: TWO PACIFIC PLACE 88 QUEENSWAY, CITY: HONG KONG STATE: F4 ZIP: 852 BUSINESS PHONE: (852) 2918-2200 MAIL ADDRESS: STREET 1: PO BOX 309GT UGLAND HOUSE STREET 2: SOUTH CHURCH STREET, GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Acorn International, Inc.

(Name of Issuer)

Ordinary Shares*

American Depositary Shares

(Title of Class of Securities)

004854105**

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

*	Not for trading, but only in connection with the registration of American Depositary Shares each representing 3 ordinary shares.

**	This CUSIP number applies to the American Depositary Shares.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 004854105		SCHEDULE 13G		Page 2 of 10 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SB Asia Investment Fund II L.P. Tax ID Number: 98-0446493
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
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 15,443,977¹
		6 SHARED VOTING POWER 0
		7 SOLE DISPOSITIVE POWER 20,591,970
		8 SHARED DISPOSITIVE POWER 0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,591,970
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 22.7%²
12	TYPE OF REPORTING PERSON* PN

¹	SB Asia Investment Fund II L.P. has assigned voting rights attaching to 25% of the aggregate number of ordinary shares beneficially owned by it to Mr. James Yujun Hu, the chairman and chief executive officer of the Issuer.

²	Based on 90,758,540 outstanding ordinary shares as of December 31, 2007.


CUSIP No. 004854105		SCHEDULE 13G		Page 3 of 10 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SAIF II GP L.P. Tax ID Number: 98-0446492
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
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 15,443,977³
		6 SHARED VOTING POWER 0
		7 SOLE DISPOSITIVE POWER 20,591,970⁴
		8 SHARED DISPOSITIVE POWER 0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,591,970⁵
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 22.7%⁶
12	TYPE OF REPORTING PERSON* PN

³	Includes 15,443,997 ordinary shares held by SB Asia Investment Fund II L.P., the sole general partner of which is SAIF II GP L.P. See footnote 1 above for a description of the voting assignment between SB Asia Investment Fund II L.P. and Mr. James Yujun Hu.

⁴	Includes 20,591,970 ordinary shares held by SB Asia Investment Fund II L.P., the sole general partner of which is SAIF II GP L.P.

⁵	See footnote 4 above.

⁶	Based on 90,758,540 outstanding ordinary shares as of December 31, 2007.


CUSIP No. 004854105		SCHEDULE 13G		Page 4 of 10 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SAIF Partners II L.P. Tax ID Number: 98-0446491
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
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 15,443,977⁷
		6 SHARED VOTING POWER 0
		7 SOLE DISPOSITIVE POWER 20,591,970⁸
		8 SHARED DISPOSITIVE POWER 0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,591,970⁹
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 22.7%¹⁰
12	TYPE OF REPORTING PERSON* PN

⁷

Includes 15,443,997 ordinary shares held by SB Asia Investment Fund II L.P., the sole general partner of which is SAIF II GP L.P., the sole general partner of which is SAIF Partners II L.P. See footnote 1 above for a description of the voting assignment between SB Asia Investment Fund II L.P. and Mr. James Yujun Hu.

⁸	Includes 20,591,970 ordinary shares held by SB Asia Investment Fund II L.P., the sole general partner of which is SAIF II GP L.P., the sole general partner of which is SAIF Partners II L.P.

⁹	See footnote 8 above.

¹⁰	Based on 90,758,540 outstanding ordinary shares as of December 31, 2007.


CUSIP No. 004854105		SCHEDULE 13G		Page 5 of 10 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SAIF II GP Capital Ltd. Tax ID Number: 98-0446490
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
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 15,443,977¹¹
		6 SHARED VOTING POWER 0
		7 SOLE DISPOSITIVE POWER 20,591,970¹²
		8 SHARED DISPOSITIVE POWER 0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,591,970¹³
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 22.7%¹⁴
12	TYPE OF REPORTING PERSON* PN

¹¹

Includes 15,443,997 ordinary shares held by SB Asia Investment Fund II L.P., the sole general partner of which is SAIF II GP L.P., the sole general partner of which is SAIF Partners II L.P., the sole general partner of which is SAIF II GP Capital Ltd. See footnote 1 above for a description of the voting assignment between SB Asia Investment Fund II L.P. and Mr. James Yujun Hu.

¹²	Includes 20,591,970 ordinary shares held by SB Asia Investment Fund II L.P., the sole general partner of which is SAIF II GP L.P., the sole general partner of which is SAIF Partners II L.P., the sole general partner of which is SAIF II GP Capital Ltd.

¹³	See footnote 12 above.

¹⁴	Based on 90,758,540 outstanding ordinary shares as of December 31, 2007.


CUSIP No. 004854105		SCHEDULE 13G		Page 6 of 10 Pages

Item 1

(a)

Name of Issuer:

Acorn International, Inc. (“Issuer”)

Item 1

(b)

Address of Issuer’s Principal Executive Offices:

12F, Xinyin Building, 888 Yishan Road, Shanghai 200233, People’s Republic of China

Item 2

(a)

Name of Person Filing:

SB Asia Investment Fund II L.P.

SAIF II GP L.P.

SAIF Partners II L.P.

SAIF II GP Capital Ltd.

Item 2

(b)

Address of Principal Business Office or, If None, Residence; Citizenship

SB Asia Investment Fund II L.P.

c/o M&C Corporate Services Limited

P.O. Box 309GT

Ugland House, South Church Street

George Town, Grand Cayman

Cayman Islands

SAIF II GP L.P.

c/o M&C Corporate Services Limited

P.O. Box 309GT

Ugland House, South Church Street

George Town, Grand Cayman

Cayman Islands

SAIF Partners II L.P.

c/o M&C Corporate Services Limited

P.O. Box 309GT

Ugland House, South Church Street

George Town, Grand Cayman

Cayman Islands

SAIF II GP Capital Ltd.

c/o M&C Corporate Services Limited

P.O. Box 309GT

Ugland House, South Church Street

George Town, Grand Cayman

Cayman Islands

Item 2

(c)

Citizenship

SB Asia Investment Fund II L.P. - Cayman Islands

SAIF II GP L.P. - Cayman Islands

SAIF Partners II L.P. - Cayman Islands

SAIF II GP Capital Ltd. - Cayman Islands

Item 2

(d)

Title of Class of Securities:

Ordinary shares, par value US$0.01

American Depository Shares

Item 2

(e)

CUSIP Number:

004854105

Item 3.

Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):

Not applicable.


CUSIP No. 004854105		SCHEDULE 13G		Page 7 of 10 Pages


Item 4.	Ownership

	(a)	Amount beneficially owned:


Reporting Person	Amount beneficially owned:	Percent of class:		Sole power to vote or direct the vote:	Shared power to vote or to direct the vote:	Sole power to dispose or to direct the disposition of:	Shared power to dispose or to direct the disposition of:
SB Asia Investment Fund II L.P.	20,591,970 ordinary shares	22.7	%	15,443,977 ordinary shares	0	20,591,970 ordinary shares	0

SAIF II GP L.P.	20,591,970 ordinary shares	22.7	%	15,443,977 ordinary shares	0	20,591,970 ordinary shares	0

SAIF Partners II L.P.	20,591,970 ordinary shares	22.7	%	15,443,977 ordinary shares	0	20,591,970 ordinary shares	0

SAIF II GP Capital Ltd.	20,591,970 ordinary shares	22.7	%	15,443,977 ordinary shares	0	20,591,970 ordinary shares	0



		The percentages of ownership set forth above are based on 90,758,540 ordinary shares outstanding as of December 31, 2007.

		SAIF II GP Capital Ltd. is the sole general partner of SAIF Partners II L.P., which is the sole general partner of SAIF II GP L.P., which is in turn the sole general partner of SB Asia Investment Fund II L.P., which is the record owner of the ordinary shares.

Item 5.		Ownership of Five Percent or Less of a Class

		Not applicable.

Item 6.		Ownership of More Than Five Percent on Behalf of Another Person

		Not applicable.

Item 7.		Identification and Classification of 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.

Item 10.		Certifications

		Not applicable.


CUSIP No. 004854105		SCHEDULE 13G		Page 8 of 10 Pages

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. In addition, by signing below, the undersigned agrees that this Schedule 13G may be filed jointly on behalf of each of the Reporting Persons.

Dated: January 31, 2008


SB Asia Investment Fund II L.P.

By:		/s/ Andrew Y. Yan
Name:		Andrew Y. Yan
Title:		Director of SAIF II GP Capital Ltd., which is the General Partner of SAIF Partners II L.P., which is the General Partner of SAIF II GP L.P., which is the General Partner of SB Asia Investment Fund II L.P.

SAIF II GP L.P.

By:		/s/ Andrew Y. Yan
Name:		Andrew Y. Yan
Title:		Director of SAIF II GP Capital Ltd., which is the General Partner of SAIF Partners II L.P., which is the General Partner of SAIF II GP L.P.

SAIF Partners II L.P.

By:		/s/ Andrew Y. Yan
Name:		Andrew Y. Yan
Title:		Director of SAIF II GP Capital Ltd., which is the General Partner of SAIF Partners II L.P.

SAIF II GP Capital Ltd.

By:		/s/ Andrew Y. Yan
Name:		Andrew Y. Yan
Title:		Director of SAIF II GP Capital Ltd.


CUSIP No. 004854105		SCHEDULE 13G		Page 9 of 10 Pages

LIST OF EXHIBITS


Exhibit No.		Description
A		Joint Filing Agreement

EX-99.(A) 2 dex99a.htm JOINT FILING AGREEMENT Joint Filing Agreement

EXHIBIT A

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.01, of Acorn International, Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.


SB Asia Investment Fund II L.P.

By:		/s/ Andrew Y. Yan
Name:		Andrew Y. Yan
Title:		Director of SAIF II GP Capital Ltd., which is the General Partner of SAIF Partners II L.P., which is the General Partner of SAIF II GP L.P., which is the General Partner of SB Asia Investment Fund II L.P.

SAIF II GP L.P.

By:		/s/ Andrew Y. Yan
Name:		Andrew Y. Yan
Title:		Director of SAIF II GP Capital Ltd., which is the General Partner of SAIF Partners II L.P., which is the General Partner of SAIF II GP L.P.

SAIF Partners II L.P.

By:		/s/ Andrew Y. Yan
Name:		Andrew Y. Yan
Title:		Director of SAIF II GP Capital Ltd., which is the General Partner of SAIF Partners II L.P.

SAIF II GP Capital Ltd.

By:		/s/ Andrew Y. Yan
Name:		Andrew Y. Yan
Title:		Director of SAIF II GP Capital Ltd.

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