-----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, GqBEuMNzpFVYYgmQCMfBAuSmFFCXvnoH7lC9rfCkweBIvNHI8+N7y4HE4qhzNEU5 /CzXOKyXtR/mQHgGRbIDWg== 0001183740-10-000042.txt : 20100126 0001183740-10-000042.hdr.sgml : 20100126 20100126150106 ACCESSION NUMBER: 0001183740-10-000042 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100126 DATE AS OF CHANGE: 20100126 GROUP MEMBERS: BLUE SKY STRATEGIC HOLDINGS I, LTD. GROUP MEMBERS: BLUE SKY STRATEGIC HOLDINGS II, LTD. 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: MINCO GOLD CORP CENTRAL INDEX KEY: 0001020825 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79777 FILM NUMBER: 10547431 BUSINESS ADDRESS: STREET 1: 2772 - 1055 WEST GEORGIA STREET STREET 2: PO BOX 11176 CITY: VANCOUVER STATE: A1 ZIP: V6E 3P3 BUSINESS PHONE: 6046888002 MAIL ADDRESS: STREET 1: 2772 - 1055 WEST GEORGIA STREET STREET 2: PO BOX 11176 CITY: VANCOUVER STATE: A1 ZIP: V6E 3P3 FORMER COMPANY: FORMER CONFORMED NAME: MINCO MINING & METALS CORP DATE OF NAME CHANGE: 19970529 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 idg13ga123109.htm IDG13GA123109

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)

MINCO GOLD CORPORATION
(Name of Issuer)

COMMON STOCK - WITHOUT PAR VALUE
(Title of Class of Securities)

60254D108
(CUSIP Number)

DECEMBER 31, 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:

[  ] 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 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).

1.     Names of Reporting Persons: Blue Sky Strategic Holdings I, Ltd.

2.     Check the Appropriate Box if a Member of a Group (see instructions)

(a)     £
(b)     £

3.     SEC Use Only:

4.     Citizenship or Place of Organization: British Virgin Islands

Number of Shares Beneficially by Owned by Each Reporting Person With:

5.     Sole Voting Power: 4,622,000 shares

6.     Shared Voting Power: Nil shares

7.     Sole Dispositive Power: 4,622,000 shares

8.     Shared Dispositive Power: Nil shares

9.     Aggregate Amount Beneficially Owned by Each Reporting Person: 4,622,000 shares

10.     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions): Not applicable

11.     Percent of Class Represented by Amount in Row (9): 9.6%(1)

12.     Type of Reporting Person (see instructions): CO

Notes:
(1)     Based on 48,086,777 shares of the Issuer's common stock issued and outstanding as of December 31, 2009.

Page 2 of 13

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)     £
(b)     £

3.     SEC Use Only:

4.     Citizenship or Place of Organization: Cayman Islands

Number of Shares Beneficially by Owned by Each Reporting Person With:

5.     Sole Voting Power: 4,622,000 shares(1)

6.     Shared Voting Power: Nil shares

7.     Sole Dispositive Power: 4,622,000 shares(1)

8.     Shared Dispositive Power: Nil shares

9.     Aggregate Amount Beneficially Owned by Each Reporting Person: 4,622,000 shares

10.     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions): Not applicable

11.     Percent of Class Represented by Amount in Row (9): 9.6%(2)

12.     Type of Reporting Person (see instructions): PN

Notes:
(1)    The record owner of these shares is Blue Sky Strategic Holdings I, Ltd., a wholly-owned subsidiary of IDG-Accel China Growth Fund II L.P.
(2)    Based on 48,086,777 shares of the Issuer's common stock issued and outstanding as of December 31, 2009.

Page 3 of 13

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)     £
(b)     £

3.     SEC Use Only:

4.     Citizenship or Place of Organization: Cayman Islands

Number of Shares Beneficially by Owned by Each Reporting Person With:

5.     Sole Voting Power: 4,622,000 shares(1)

6.     Shared Voting Power: Nil shares

7.     Sole Dispositive Power: 4,622,000 shares(1)

8.     Shared Dispositive Power: Nil shares

9.     Aggregate Amount Beneficially Owned by Each Reporting Person: 4,622,000 shares

10.     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions): Not applicable

11.     Percent of Class Represented by Amount in Row (9): 9.6%(2)

12.     Type of Reporting Person (see instructions): PN

Notes:
(1)    The record owner of these shares is Blue Sky Strategic Holdings I, Ltd., a wholly-owned subsidiary of IDG-Accel China Growth Fund II LP. 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.
(2)    Based on 48,086,777 shares of the Issuer's common stock issued and outstanding as of December 31, 2009.

Page 4 of 13

1.     Names of Reporting Persons: Blue Sky Strategic Holdings II, Ltd.

2.     Check the Appropriate Box if a Member of a Group (see instructions)

(a)     £
(b)     £

3.     SEC Use Only:

4.     Citizenship or Place of Organization: British Virgin Islands

Number of Shares Beneficially by Owned by Each Reporting Person With:

5.     Sole Voting Power: 378,000 shares

6.     Shared Voting Power: Nil shares

7.     Sole Dispositive Power: 378,000 shares

8.     Shared Dispositive Power: Nil shares

9.     Aggregate Amount Beneficially Owned by Each Reporting Person: 378,000 shares

10.     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions): Not applicable

11.     Percent of Class Represented by Amount in Row (9): 0.8%(1)

12.     Type of Reporting Person (see instructions): CO

Notes:
(1)    Based on 48,086,777 shares of the Issuer's common stock issued and outstanding as of December 31, 2009.

Page 5 of 13

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)     £
(b)     £

3.     SEC Use Only:

4.     Citizenship or Place of Organization: Cayman Islands

Number of Shares Beneficially by Owned by Each Reporting Person With:

5.     Sole Voting Power: 378,000 shares(1)

6.     Shared Voting Power: Nil shares

7.     Sole Dispositive Power: 378,000 shares(1)

8.     Shared Dispositive Power: Nil shares

9.     Aggregate Amount Beneficially Owned by Each Reporting Person: 378,000 shares

10.     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions): Not applicable

11.     Percent of Class Represented by Amount in Row (9): 0.8%(2)

12.     Type of Reporting Person (see instructions): PN

Notes:
(1)    The record owner of these shares is Blue Sky Strategic Holdings II, Ltd., a wholly-owned subsidiary of IDG-Accel China Investors II LP.
(2)    Based on 48,086,777 shares of the Issuer's common stock issued and outstanding as of December 31, 2009.

Page 6 of 13

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)     £
(b)     £

3.     SEC Use Only:

4.     Citizenship or Place of Organization: Cayman Islands

Number of Shares Beneficially by Owned by Each Reporting Person With:

5.     Sole Voting Power: 5,000,000 shares(1)

6.     Shared Voting Power: Nil shares

7.     Sole Dispositive Power: 5,000,000 shares(1)

8.     Shared Dispositive Power: Nil shares

9.     Aggregate Amount Beneficially Owned by Each Reporting Person: 5,000,000 shares

10.     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions): Not applicable

11.     Percent of Class Represented by Amount in Row (9): 10.4%(2)

12.     Type of Reporting Person (see instructions): CO

Notes:
(1)    Including 4,622,000 shares of which the record owner is Blue Sky Strategic Holdings I, Ltd., a wholly owned subsidiary of IDG-Accel China Growth Fund II L.P. and 378,000 shares of which the record owner is Blue Sky Strategic Holdings II, Ltd., a wholly owned subsidiary of IDG-Accel China Investors II L.P. By virtue of being the ultimate general partner of both of IDG-Accel China Growth Fund II L.P. and IDG-Accel China Investors II L.P., the Reporting Person may be deemed to have sole voting and dispositive power with respect to these shares.
(2)    Based on 48,086,777 shares of the Issuer's common stock issued and outstanding as of December 31, 2009.

Page 7 of 13

1.     Names of Reporting Persons: Patrick J. McGovern

2.     Check the Appropriate Box if a Member of a Group (see instructions)

(a)     £
(b)     £

3.     SEC Use Only:

4.     Citizenship or Place of Organization: United States of America

Number of Shares Beneficially by Owned by Each Reporting Person With:

5.     Sole Voting Power: Nil shares

6.     Shared Voting Power: 5,000,000 shares(1)

7.     Sole Dispositive Power: Nil shares

8.     Shared Dispositive Power: 5,000,000 shares(1)

9.     Aggregate Amount Beneficially Owned by Each Reporting Person: 5,000,000 shares

10.     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions): Not applicable

11.     Percent of Class Represented by Amount in Row (9): 10.4%(2)

12.     Type of Reporting Person (see instructions): IN

Notes:
(1)    Including 4,622,000 shares of which the record owner is Blue Sky Strategic Holdings I, Ltd., a wholly owned subsidiary of IDG-Accel China Growth Fund II L.P. and 378,000 shares of which the record owner is Blue Sky Strategic Holdings II, Ltd., a wholly owned subsidiary of IDG-Accel China Investors II 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. By virtue of acting together to direct the management and operations of the ultimate general partner 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.
(2)    Based on 48,086,777 shares of the Issuer's common stock issued and outstanding as of December 31, 2009.

Page 8 of 13

1.     Names of Reporting Persons: Quan Zhou

2.     Check the Appropriate Box if a Member of a Group (see instructions)

(a)     £
(b)     £

3.     SEC Use Only:

4.     Citizenship or Place of Organization: United States of America

Number of Shares Beneficially by Owned by Each Reporting Person With:

5.     Sole Voting Power: Nil shares

6.     Shared Voting Power: 5,000,000 shares(1)

7.     Sole Dispositive Power: Nil shares

8.     Shared Dispositive Power: 5,000,000 shares(1)

9.     Aggregate Amount Beneficially Owned by Each Reporting Person: 5,000,000 shares

10.     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions): Not applicable

11.     Percent of Class Represented by Amount in Row (9): 10.4%(2)

12.     Type of Reporting Person (see instructions): IN

Notes:
(1)    Including 4,622,000 shares of which the record owner is Blue Sky Strategic Holdings I, Ltd., a wholly owned subsidiary of IDG-Accel China Growth Fund II L.P. and 378,000 shares of which the record owner is Blue Sky Strategic Holdings II, Ltd., a wholly owned subsidiary of IDG-Accel China Investors II 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. By virtue of acting together to direct the management and operations of the ultimate general partner 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.
(2)    Based on 48,086,777 shares of the Issuer's common stock issued and outstanding as of December 31, 2009.

Page 9 of 13

ITEM 1(a).     Name of Issuer:

Minco Gold Corporation

ITEM 1(b).     Address of Issuer's Principal Executive Offices:

1055 West Georgia Street, Suite 2772
Vancouver, British Columbia Canada V6E 3P3

ITEM 2(a).     Name of Person Filing:

1. Blue Sky Strategic Holdings I, Ltd.
2. IDG-Accel China Growth Fund II L.P.
3. IDG-Accel China Growth Fund II Associates L.P.
4. Blue Sky Strategic Holdings II, Ltd.
5. IDG-Accel China Investors II L.P.
6. IDG-Accel China Growth Fund GP II Associates Ltd.
7. Patrick J. McGovern
8. 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.

Blue Sky Strategic Holdings I, Ltd. is organized under the laws of the British Virgin Islands and is a wholly owned subsidiary of IDG-Accel China Growth Fund II L.P. 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 II Associates Ltd., a limited liability company incorporated under the laws of the Cayman Islands. Blue Sky Strategic Holdings II, Ltd. is organized under the laws of the British Virgin Islands and is a wholly owned subsidiary of IDG-Accel China Investors II L.P. 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 Chin a 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.

ITEM 2(b).     Address of Principal Business Office or, if none, Residence:

For all reporting persons:

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 the 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 Blue Sky Strategic Holdings I, Ltd. and Blue Sky Strategic Holdings II, Ltd. is organized under the laws of the British Virgin Islands.

ITEM 2(d).     Title of Class of Securities:

Common Stock, no par value.

Page 10 of 13

ITEM 2(e).     CUSIP No.:

60254D108

ITEM 3.

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 5 Percent or Less of a Class.

Not applicable.

ITEM 6.     Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

ITEM 7.     Identification and Classification of the Subsidiary which Acquired the Security being Reporting 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.

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 26, 2010.

BLUE SKY STRATEGIC HOLDINGS I, LTD.
By: /s/ Yihong Guo___________________________________
Name: Yihong Guo
Title: Authorized Signatory

Page 11 of 13

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

By: /s/ Quan Zhou___________________________________
Name: Quan Zhou
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

By: /s/ Quan Zhou___________________________________
Name: Quan Zhou
Title: Authorized Signatory

BLUE SKY STRATEGIC HOLDINGS II, LTD.

By: /s/ Yihong Guo___________________________________
Name: Yihong Guo
Title: Authorized Signatory

IDG-ACCEL CHINA INVESTORS L.P.
By:   IDG-Accel China Growth Fund GP II Associates, Ltd.,
its General Partner

By: /s/ Quan Zhou___________________________________
Name: Quan Zhou
Title: Authorized Signatory

IDG-ACCEL CHINA GROWTH FUND GP II ASSOCIATES LTD.

By: /s/ Quan Zhou___________________________________
Name: Quan Zhou
Title: Authorized Signatory

PATRICK J. MCGOVERN

By: /s/ Patrick J. McGovern___________________________________

QUAN ZHOU

By: /s/ Quan Zhou___________________________________

Page 12 of 13

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 November 2, 2009)

Page 13 of 13

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