-----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, Lc3aXF/Nq/q8cItSs/NGA7ibTC6fet8E7yTaqXIP51xIIpcF0np6YwDBDIBg+XNh gZd7zJSqJwQObrKJeUgWJQ== 0000950123-10-007482.txt : 20100202 0000950123-10-007482.hdr.sgml : 20100202 20100202062957 ACCESSION NUMBER: 0000950123-10-007482 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100202 DATE AS OF CHANGE: 20100202 GROUP MEMBERS: IDG TECHNOLOGY VENTURE INVESTMENT III, L.P. GROUP MEMBERS: IDG TECHNOLOGY VENTURE INVESTMENT III, LLC GROUP MEMBERS: IDG TECHNOLOGY VENTURE INVESTMENTS, LLC GROUP MEMBERS: IDG TECHNOLOGY VENTURE INVESTMENTS, LP GROUP MEMBERS: IDG-ACCEL CHINA GROWTH FUND GP II ASSOCIATES LTD. GROUP MEMBERS: IDG-ACCEL CHINA GROWTH FUND II ASSOCIATES L.P. GROUP MEMBERS: IDG-ACCEL CHINA INVESTORS II L.P. GROUP MEMBERS: PATRICK J. MCGOVERN GROUP MEMBERS: QUAN ZHOU SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEMSIC Inc CENTRAL INDEX KEY: 0001386198 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83653 FILM NUMBER: 10565061 BUSINESS ADDRESS: STREET 1: 800 Turnpike Street CITY: North Andover STATE: MA ZIP: 01845 BUSINESS PHONE: 9787380900 MAIL ADDRESS: STREET 1: 800 Turnpike Street CITY: North Andover STATE: MA ZIP: 01845 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IDG-ACCEL CHINA GROWTH FUND II L P CENTRAL INDEX KEY: 0001407108 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ROOM 616, TOWER A, COFCO PLAZA STREET 2: 8 JIANGUOMENNEI AVENUE CITY: BEIJING STATE: F4 ZIP: 100005 BUSINESS PHONE: (852) 2529 1016 MAIL ADDRESS: STREET 1: C/O IDG VC MANAGEMENT LTD. STREET 2: UNIT 1509, THE CENTER, 99 QUEEN'S ROAD CITY: CENTRAL STATE: k3 ZIP: 00000 SC 13G/A 1 h03948sc13gza.htm SC 13G/A sc13gza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

MEMSIC, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
586264103
(CUSIP Number)
June 23, 2009
(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)

     þ 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 disclosures provided in a prior cover page.

     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.
 
586264103 
  Page  
  of   
16 

 

           
1   NAMES OF REPORTING PERSONS
IDG-Accel China Growth Fund II L.P.
     
     
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
       
  5   SOLE VOTING POWER
     
NUMBER OF   4,146,394
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   4,146,394
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  4,146,394
     
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)
   
  17.4%1
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
1 Based upon 23,784,613 shares of common stock outstanding as of November 12, 2009, as reported by the Issuer in a Form 10-Q filed on November 13, 2009.


 

                     
CUSIP No.
 
586264103 
  Page  
  of   
16 

 

           
1   NAMES OF REPORTING PERSONS
IDG-Accel China Growth Fund II Associates L.P.
     
     
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
       
  5   SOLE VOTING POWER
     
NUMBER OF   4,146,3942
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   4,146,3942
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  4,146,394
     
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)
   
  17.4%3
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
2 The record owner of these shares is IDG-Accel China Growth Fund II L.P. By virtue of being the general partner of IDG-Accel China Growth Fund II L.P., the Reporting Person may be deemed to have sole voting and dispositive power with respect to these shares.
3 Based upon 23,784,613 shares of common stock outstanding as of November 12, 2009, as reported by the Issuer in a Form 10-Q filed on November 13, 2009.


 

                     
CUSIP No.
 
586264103 
  Page  
  of   
16 

 

           
1   NAMES OF REPORTING PERSONS
IDG-Accel China Investors II L.P.
     
     
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
       
  5   SOLE VOTING POWER
     
NUMBER OF   339,108
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   339,108
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  339,108
     
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)
   
  1.4%4
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
4 Based upon 23,784,613 shares of common stock outstanding as of November 12, 2009, as reported by the Issuer in a Form 10-Q filed on November 13, 2009.


 

                     
CUSIP No.
 
586264103 
  Page  
  of   
16 

 

           
1   NAMES OF REPORTING PERSONS
IDG-Accel China Growth Fund GP II Associates Ltd.
     
     
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
       
  5   SOLE VOTING POWER
     
NUMBER OF   4,485,5025
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   4,485,5025
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  4,485,502
     
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)
   
  18.9%6
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
5 Including 4,146,394 shares of which the record owner is IDG-Accel China Growth Fund II L.P. and 339,108 shares of which the record owner is IDG-Accel China Investors II L.P. By virtue of being the ultimate general partner of both of these record holders, the Reporting Person may be deemed to have sole voting and dispositive power with respect to these shares.
6 Based upon 23,784,613 shares of common stock outstanding as of November 12, 2009, as reported by the Issuer in a Form 10-Q filed on November 13, 2009.


 

                     
CUSIP No.
 
586264103 
  Page  
  of   
16 

 

           
1   NAMES OF REPORTING PERSONS
IDG Technology Venture Investments, LP
     
     
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
       
  5   SOLE VOTING POWER
     
NUMBER OF   150,000
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   150,000
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  150,000
     
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)
   
  0.6%7
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
7 Based upon 23,784,613 shares of common stock outstanding as of November 12, 2009, as reported by the Issuer in a Form 10-Q filed on November 13, 2009.


 

                     
CUSIP No.
 
586264103 
  Page  
  of   
16 

 

           
1   NAMES OF REPORTING PERSONS
IDG Technology Venture Investments, LLC
     
     
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
       
  5   SOLE VOTING POWER
     
NUMBER OF   221,3938
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   221,3938
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  221,393
     
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)
   
  0.9%9
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
8 Including 71,393 shares of which the Reporting Person is the record owner and 150,000 shares of which the record owner is IDG Technology Venture Investments, LP. By virtue of being the general partner of IDG Technology Venture Investments, LP, the Reporting Person may be deemed to have sole voting and dispositive power with respect to the shares of which the record owner is IDG Technology Venture Investments, LP.
9 Based upon 23,784,613 shares of common stock outstanding as of November 12, 2009, as reported by the Issuer in a Form 10-Q filed on November 13, 2009.


 

                     
CUSIP No.
 
586264103 
  Page  
  of   
16 

 

           
1   NAMES OF REPORTING PERSONS
IDG Technology Venture Investment III, L.P.
     
     
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
       
  5   SOLE VOTING POWER
     
NUMBER OF   18,328
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   18,328
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  18,328
     
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)
   
  0.1%10
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
10 Based upon 23,784,613 shares of common stock outstanding as of November 12, 2009, as reported by the Issuer in a Form 10-Q filed on November 13, 2009.


 

                     
CUSIP No.
 
586264103 
  Page  
  of   
16 

 

           
1   NAMES OF REPORTING PERSONS
IDG Technology Venture Investment III, LLC
     
     
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
       
  5   SOLE VOTING POWER
     
NUMBER OF   18,32811
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   18,32811
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  18,328
     
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)
   
  0.1%12
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
11 The record owner of these shares is IDG Technology Venture Investment III, L.P. By virtue of being the general partner of IDG Technology Venture Investment III, L.P., the Reporting Person may be deemed to have sole voting and dispositive power with respect to these shares.
12 Based upon 23,784,613 shares of common stock outstanding as of November 12, 2009, as reported by the Issuer in a Form 10-Q filed on November 13, 2009.


 

                     
CUSIP No.
 
586264103 
  Page  
10 
  of   
16 

 

           
1   NAMES OF REPORTING PERSONS
Patrick J. McGovern
     
     
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
   
  United States of America
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   4,725,22313
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    4,725,22313
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  4,725,223
     
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)
   
  19.9%14
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
13 Including 4,146,394 shares of which the record owner is IDG-Accel China Growth Fund II L.P., 339,108 shares of which the record owner is IDG-Accel China Investors II L.P., 150,000 shares of which the record owner is IDG Technology Venture Investments, LP., 71,393 shares of which the record owner is IDG Technology Venture Investments, LLC, and 18,328 shares of which the record owner is IDG Technology Venture Investment III, L.P. The Reporting Person and Quan Zhou are directors and executive officers of IDG-Accel China Growth Fund GP II Associates Ltd., which is the ultimate general partner of both IDG-Accel China Growth Fund II L.P. and IDG-Accel China Investors II L.P. The Reporting Person and Quan Zhou are the managing members of IDG Technology Venture Investment III, LLC, which is the general partner of IDG Technology Venture Investment III, L.P. The Reporting Person and Quan Zhou are the managing members of IDG Technology Venture Investments, LLC, which is the general partner of IDG Technology Venture Investments, LP. By virtue of acting together to direct the management and operations of the ultimate general partners of each of the above record owners, the Reporting Person and Quan Zhou may be deemed to have shared voting and dispositive power with respect to these shares.
14 Based upon 23,784,613 shares of common stock outstanding as of November 12, 2009, as reported by the Issuer in a Form 10-Q filed on November 13, 2009.


 

                     
CUSIP No.
 
586264103 
  Page  
11 
  of   
16 

 

           
1   NAMES OF REPORTING PERSONS
Quan Zhou
     
     
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
   
  United States of America
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   4,725,22315
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    4,725,22315
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  4,725,223
     
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)
   
  19.9%16
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
15 Including 4,146,394 shares of which the record owner is IDG-Accel China Growth Fund II L.P., 339,108 shares of which the record owner is IDG-Accel China Investors II L.P., 150,000 shares of which the record owner is IDG Technology Venture Investments, LP., 71,393 shares of which the record owner is IDG Technology Venture Investments, LLC, and 18,328 shares of which the record owner is IDG Technology Venture Investment III, L.P. The Reporting Person and Patrick J. McGovern are directors and executive officers of IDG-Accel China Growth Fund GP II Associates Ltd., which is the ultimate general partner of both IDG-Accel China Growth Fund II L.P. and IDG-Accel China Investors II L.P. The Reporting Person and Patrick J. McGovern are the managing members of IDG Technology Venture Investment III, LLC, which is the general partner of IDG Technology Venture Investment III, L.P. The Reporting Person and Patrick J .. McGovern are the managing members of IDG Technology Venture Investments, LLC, which is the general partner of IDG Technology Venture Investments, LP. By virtue of acting together to direct the management and operations of the ultimate general partners of each of the above record owners, the Reporting Person and Patrick J. McGovern may be deemed to have shared voting and dispositive power with respect to these shares.
16 Based upon 23,784,613 shares of common stock outstanding as of November 12, 2009, as reported by the Issuer in a Form 10-Q filed on November 13, 2009.


 

         
CUSIP No. 586264103   SCHEDULE 13G   Page 12 of 16 Pages
     This Amendment No. 2 to Schedule 13G is filed on behalf of the Reporting Persons pursuant to Rules 13d-2(b) and 13d-2(d) promulgated under the Securities Exchange Act of 1934 with respect to acquisitions of Common Stock of MEMSIC, Inc. (the “Issuer”), and amends Amendment No. 1 to Schedule 13G filed on February 6, 2009. The relevant acquisition of Common Stock of the Issuer triggering the Rule 13d-2(d) filing took place on June 23, 2009. As the Reporting Persons made further acquisitions of Common Stock of the Issuer between June 24, 2009 and December 31, 2009, they are required to amend the previously filed Schedule 13G within 45 days after the end of the calendar year pursuant to Rule 13d-2(b). This Amendment No. 2 includes all acquisitions of Common Stock of the Issuer occurring between June 24, 2009 and December 31, 2009, and thus reflects the Reporting Persons’ ownership of Common Stock of the Issuer as of December 31, 2009.
     
Item 1(a)   Name of Issuer:
     
    MEMSIC, Inc.
     
Item 1(b)   Address of Issuer’s Principal Executive Offices:
     
    One Tech Drive, Suite 325,
Andover, MA 01810
     
Item 2(a)   Name of Person Filing:
     
    1. IDG-Accel China Growth Fund II L.P.
2. IDG-Accel China Growth Fund II Associates L.P.
3. IDG-Accel China Investors II L.P.
4. IDG-Accel China Growth Fund GP II Associates Ltd.
5. IDG Technology Venture Investments, LP
6. IDG Technology Venture Investments, LLC
7. IDG Technology Venture Investment III, L.P.
8. IDG Technology Venture Investment III, LLC
9. Patrick J. McGovern
10. Quan Zhou
     
         The above persons have agreed to jointly file this statement pursuant to Rule 13d-1(k). A copy of such agreement is attached as an exhibit to this statement.
     
         IDG-Accel China Growth Fund II L.P. is a limited partnership organized under the laws of the Cayman Islands. The general partner of IDG-Accel China Growth Fund II L.P. is IDG-Accel China Growth Fund II Associates L.P., a limited partnership organized under the laws of the Cayman Islands. The general partner of IDG-Accel China Growth Fund II Associates L.P. is IDG-Accel China Growth Fund GP II Associates Ltd., a limited liability company incorporated under laws of the Cayman Islands. IDG-Accel China Investors II L.P. is a limited partnership organized under the laws of the Cayman Islands. The general partner of IDG-Accel China Investors II L.P. is IDG-Accel China Growth Fund GP II Associates Ltd. The directors and executive officers of IDG-Accel China Growth Fund GP II Associates Ltd. are Patrick J. McGovern and Quan Zhou.
     
         IDG Technology Venture Investments, LP is a Delaware limited partnership the general partner of which is IDG Technology Venture Investments, LLC. IDG Technology Venture Investment III, L.P. is a Delaware limited partnership the general partner of which is IDG Technology Venture Investment III, LLC. Patrick J. McGovern and Quan Zhou are the sole managing members of IDG Technology Venture Investments, LLC and IDG Technology Venture Investment III, LLC.
     
Item 2(b)   Address of Principal Business Office or, If None, Residence; Citizenship
     
    For all reporting persons:

 


 

         
CUSIP No. 586264103   SCHEDULE 13G   Page 13 of 16 Pages
     
    c/o IDG VC Management Ltd.
Unit 1509, The Center
99 Queen’s Road
Central, Hong Kong
     
Item 2(c)   Citizenship
     
    Each of Patrick J. McGovern and Quan Zhou is a citizen of United States of America. Each of IDG-Accel China Growth Fund II L.P., IDG-Accel China Growth Fund II Associates L.P., IDG-Accel China Investors II L.P. and IDG-Accel China Growth Fund GP II Associates Ltd. is organized under the laws of the Cayman Islands. Each of IDG Technology Venture Investments, LP, IDG Technology Venture Investments, LLC, IDG Technology Venture Investment III, L.P. and IDG Technology Venture Investment III, LLC is organized under the laws of Delaware.
     
Item 2(d)   Title of Class of Securities:
     
    Common stock, par value $0.00001
     
Item 2(e)   CUSIP Number:
     
    586264103
     
Item 3.   Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):
     
    Not applicable.
     
Item 4.   Ownership
     
    The information for each reporting person contained in Items 5-11 of the cover pages is incorporated herein by reference.
     
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
     
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or

 


 

         
CUSIP No. 586264103   SCHEDULE 13G   Page 14 of 16 Pages
     
    influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 


 

SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 25, 2010
             
IDG-ACCEL CHINA GROWTH FUND II L.P.
By: IDG-Accel China Growth Fund II Associates L.P., its General Partner
By: IDG-Accel China Growth Fund GP II Associates Ltd., its General Partner
  IDG TECHNOLOGY VENTURE INVESTMENTS, LLC
 
           
By:
  /s/ Quan Zhou   By:   /s/ Quan Zhou
 
  Name: Quan ZHOU       Name: Quan ZHOU
 
  Title: Authorized Signatory       Title: Authorized Signatory
 
           
IDG-ACCEL CHINA GROWTH FUND II ASSOCIATES L.P.
By: IDG-Accel China Growth Fund GP II Associates Ltd., its General Partner
  IDG TECHNOLOGY VENTURE INVESTMENT III, L.P.
By: IDG Technology Venture Investment III, LLC, Its General Partner
 
           
By:
  /s/ Quan Zhou   By:   /s/ Quan Zhou
 
  Name: Quan ZHOU       Name: Quan ZHOU
 
  Title: Authorized Signatory       Title: Authorized Signatory
 
           
IDG-ACCEL CHINA INVESTORS II L.P.
By: IDG-Accel China Growth Fund GP II Associates Ltd., its General Partner
  IDG TECHNOLOGY VENTURE INVESTMENT III, LLC
 
           
By:
  /s/ Quan Zhou   By:   /s/ Quan Zhou
 
  Name: Quan ZHOU       Name: Quan ZHOU
 
  Title: Authorized Signatory       Title: Authorized Signatory
 
           
IDG-ACCEL CHINA GROWTH FUND GP II ASSOCIATES LTD.   PATRICK J. MCGOVERN
 
           
By:
  /s/ Quan Zhou   By:   /s/ Patrick J. McGovern
 
  Name: Quan ZHOU        
 
  Title: Authorized Signatory        
 
           
IDG TECHNOLOGY VENTURE INVESTMENTS, LP
By: IDG Technology Venture Investments, LLC, its General Partner
  QUAN ZHOU
 
           
By:
  /s/ Quan Zhou   By:   /s/ Quan Zhou
 
  Name: Quan ZHOU        
 
  Title: Authorized Signatory        

 


 

LIST OF EXHIBITS
     
Exhibit No.   Description
A
  Joint Filing Agreement (incorporated by reference to Exhibit A of the initial Schedule 13G filed with the Securities and Exchange Commission on Febrary 2, 2009)

 

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