-----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, GzE/Pq6Avw5KpAqDm6Kg7/7LBQ2NtmHMXy7EVLIbw2VaSIHc2qEYHo04+xuuTqEK pI2nqcrDdaupV0E9PhPWmw== 0000950103-10-003456.txt : 20101119 0000950103-10-003456.hdr.sgml : 20101119 20101119072044 ACCESSION NUMBER: 0000950103-10-003456 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101119 DATE AS OF CHANGE: 20101119 GROUP MEMBERS: IDG-ACCEL CHINA GROWTH FUND ASSOCIATES L.P. GROUP MEMBERS: IDG-ACCEL CHINA GROWTH FUND GP ASSOCIATES LTD. GROUP MEMBERS: IDG-ACCEL CHINA GROWTH FUND L.P. GROUP MEMBERS: IDG-ACCEL CHINA GROWTH FUND-A L.P. GROUP MEMBERS: IDG-ACCEL CHINA INVESTORS ASSOCIATES LTD. GROUP MEMBERS: IDG-ACCEL CHINA INVESTORS L.P. GROUP MEMBERS: JAMES W. BREYER GROUP MEMBERS: QUAN ZHOU FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: McGovern Patrick J CENTRAL INDEX KEY: 0001491504 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O IDG VC MANAGEMENT LTD. STREET 2: UNIT 1509, THE CENTER, 99 QUEEN'S RD CITY: CENTRAL STATE: K3 ZIP: - SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RDA Microelectronics, Inc. CENTRAL INDEX KEY: 0001493637 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1210 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85762 FILM NUMBER: 101204018 BUSINESS ADDRESS: STREET 1: SUITE 302, BUILDING 2, 690 BIBO ROAD STREET 2: PUDONG DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 201203 BUSINESS PHONE: (86-21) 5027-1108 MAIL ADDRESS: STREET 1: SUITE 302, BUILDING 2, 690 BIBO ROAD STREET 2: PUDONG DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 201203 SC 13G 1 dp20014_sc13g.htm FORM SC 13G
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____ )*
 
 
RDA MICROELECTRONICS, INC.
(Name of Issuer)
 
 
Ordinary Shares, Par Value US$0.01 Per Share (“Ordinary Shares”) and
American Depositary Shares (“ADS”)1
(Title of Class of Securities)
 
 
749394 1022
(CUSIP Number)
 
 
November 10, 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)
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 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 Each American Depositary Share represents six (6) Ordinary Shares.
2 This CUSIP number applies to the Issuer’s American Depositary Shares.
 
 
Page 1 of 15

 
 
CUSIP No.
 
749394 102
1.
Names of Reporting Persons
IDG-Accel China Growth Fund 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
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
11,563,796 Ordinary Shares and 578,025 ADSs, each representing six Ordinary Shares(1)
 
6.
 
Shared Voting Power
2,363,174 Ordinary Shares and 118,125 ADSs, each representing six Ordinary Shares(2)
 
7.
 
Sole Dispositive Power
11,563,796 Ordinary Shares and 578,025 ADSs, each representing six Ordinary Shares(1)
 
8.
 
Shared Dispositive Power
2,363,174 Ordinary Shares and 118,125 ADSs, each representing six Ordinary Shares(2)
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
13,926,970 Ordinary Shares and 696,150 ADSs, each representing six Ordinary Shares
 
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)
6.9%(3)
 
12.
Type of Reporting Person (See Instructions)
PN
 
 
(1) By virtue of being the general partner of the Reporting Person and the persons controlling such general partner, IDG-Accel China Growth Fund Associates L.P., IDG-Accel China Growth Fund GP Associates Ltd. and Patrick J. McGovern and Quan Zhou acting together may also be deemed to have sole voting and dispositive power with respect to these securities.
 
(2) IDG-Accel China Growth Fund-A L.P. is the record owner of these securities. The Reporting Person and IDG-Accel China Growth Fund-A L.P. have the same ultimate general partner, IDG-Accel China Growth Fund GP Associates Ltd.  By virtue of this, the Reporting Person may be deemed to be under common control with IDG-Accel China Growth Fund-A L.P. and thus share voting and dispositive power with respect to these securities.
 
(3) Based upon 261,510,076 Ordinary Shares outstanding as of November 15, 2010 according to the prospectus filed by the Issuer on November 10, 2010, giving effect to the full exercise of the underwriters’ over-allotment option which was announced on the Issuer’s website on November 15, 2010.
 
 
Page 2 of 15

 
 
CUSIP No.
 
749394 102
1.
Names of Reporting Persons
IDG-Accel China Growth Fund-A 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
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
2,363,174 Ordinary Shares and 118,125 ADSs, each representing six Ordinary Shares(1)
 
6.
 
Shared Voting Power
11,563,796 Ordinary Shares and 578,025 ADSs, each representing six Ordinary Shares(2)
 
7.
 
Sole Dispositive Power
2,363,174 Ordinary Shares and 118,125 ADSs, each representing six Ordinary Shares(1)
 
8.
 
Shared Dispositive Power
11,563,796 Ordinary Shares and 578,025 ADSs, each representing six Ordinary Shares(2)
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
13,926,970 Ordinary Shares and 696,150 ADSs, each representing six Ordinary Shares
 
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)
6.9%(3)
 
12.
Type of Reporting Person (See Instructions)
PN
 
 
(1) By virtue of being the general partner of the Reporting Person and the persons controlling such general partner, IDG-Accel China Growth Fund Associates L.P., IDG-Accel China Growth Fund GP Associates Ltd. and Patrick J. McGovern and Quan Zhou acting together may also be deemed to have sole voting and dispositive power with respect to these securities.
 
(2) IDG-Accel China Growth Fund L.P. is the record owner of these securities. The Reporting Person and IDG-Accel China Growth Fund L.P. have the same ultimate general partner, IDG-Accel China Growth Fund GP Associates Ltd.  By virtue of this, the Reporting Person may be deemed to be under common control with IDG-Accel China Growth Fund L.P. and thus share voting and dispositive power with respect to these securities.
 
(3) Based upon 261,510,076 Ordinary Shares outstanding as of November 15, 2010 according to the prospectus filed by the Issuer on November 10, 2010, giving effect to the full exercise of the underwriters’ over-allotment option which was announced on the Issuer’s website on November 15, 2010.
 
 
Page 3 of 15

 
 
CUSIP No.
 
749394 102
1.
Names of Reporting Persons
IDG-Accel China Growth Fund 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
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
13,926,970 Ordinary Shares and 696,150 ADSs, each representing six Ordinary Shares(1)
 
6.
 
Shared Voting Power
0
 
7.
 
Sole Dispositive Power
13,926,970 Ordinary Shares and 696,150 ADSs, each representing six Ordinary Shares(1)
 
8.
 
Shared Dispositive Power
0
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
13,926,970 Ordinary Shares and 696,150 ADSs, each representing six Ordinary Shares
 
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)
6.9%(2)
 
12.
Type of Reporting Person (See Instructions)
PN
 
 
(1) Including 11,563,796 Ordinary Shares and 578,025 ADSs of which the record owner is IDG-Accel China Growth Fund L.P. and 2,363,174 Ordinary Shares and 118,125 ADSs of which the record owner is IDG-Accel China Growth Fund-A L.P.  By virtue of being the general partner of both record owners, the Reporting Person may be deemed to have sole voting and dispositive power with respect to these securities.
 
(2) Based upon 261,510,076 Ordinary Shares outstanding as of November 15, 2010 according to the prospectus filed by the Issuer on November 10, 2010, giving effect to the full exercise of the underwriters’ over-allotment option which was announced on the Issuer’s website on November 15, 2010.
 
 
Page 4 of 15

 
 
CUSIP No.
 
749394 102
1.
Names of Reporting Persons
IDG-Accel China Growth Fund GP 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
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
13,926,970 Ordinary Shares and 696,150 ADSs, each representing six Ordinary Shares(1)
 
6.
 
Shared Voting Power
0
 
7.
 
Sole Dispositive Power
13,926,970 Ordinary Shares and 696,150 ADSs, each representing six Ordinary Shares(1)
 
8.
 
Shared Dispositive Power
0
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
13,926,970 Ordinary Shares and 696,150 ADSs, each representing six Ordinary Shares
 
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)
6.9%(2)
 
12.
Type of Reporting Person (See Instructions)
CO
 
 
(1) Including 11,563,796 Ordinary Shares and 578,025 ADSs of which the record owner is IDG-Accel China Growth Fund L.P. and 2,363,174 Ordinary Shares and 118,125 ADSs of which the record owner is IDG-Accel China Growth Fund-A L.P.  By virtue of being the ultimate general partner of both record owners, the Reporting Person may be deemed to have sole voting and dispositive power with respect to these securities.
 
(2) Based upon 261,510,076 Ordinary Shares outstanding as of November 15, 2010 according to the prospectus filed by the Issuer on November 10, 2010, giving effect to the full exercise of the underwriters’ over-allotment option which was announced on the Issuer’s website on November 15, 2010.
 
 
Page 5 of 15

 
 
CUSIP No.
 
749394 102
1.
Names of Reporting Persons
IDG-Accel China Investors 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
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
1,077,307 Ordinary Shares and 53,850 ADSs, each representing six Ordinary Shares(1)
 
6.
 
Shared Voting Power
0
 
7.
 
Sole Dispositive Power
1,077,307 Ordinary Shares and 53,850 ADSs, each representing six Ordinary Shares(1)
 
8.
 
Shared Dispositive Power
0
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,077,307 Ordinary Shares and 53,850 ADSs, each representing six Ordinary Shares
 
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)
0.5%(2)
 
12.
Type of Reporting Person (See Instructions)
PN
 
 
(1) By virtue of being the general partner of the Reporting Person and the persons controlling such general partner, IDG-Accel China Investors Associates Ltd. and James W. Breyer and Quan Zhou acting together may also be deemed to have sole voting and dispositive power with respect to these securities.
 
(2) Based upon 261,510,076 Ordinary Shares outstanding as of November 15, 2010 according to the prospectus filed by the Issuer on November 10, 2010, giving effect to the full exercise of the underwriters’ over-allotment option which was announced on the Issuer’s website on November 15, 2010.
 
 
Page 6 of 15

 
 
CUSIP No.
 
749394 102
1.
Names of Reporting Persons
IDG-Accel China Investors 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
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
1,077,307 Ordinary Shares and 53,850 ADSs, each representing six Ordinary Shares(1)
 
6.
 
Shared Voting Power
0
 
7.
 
Sole Dispositive Power
1,077,307 Ordinary Shares and 53,850 ADSs, each representing six Ordinary Shares(1)
 
8.
 
Shared Dispositive Power
0
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,077,307 Ordinary Shares and 53,850 ADSs, each representing six Ordinary Shares
 
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)
0.5%(2)
 
12.
Type of Reporting Person (See Instructions)
CO
 
 
(1) The record owner of these securities is IDG-Accel China Investors L.P.  By virtue of being the general partner of such record owner, the Reporting Person may also be deemed to have sole voting and dispositive power with respect to these securities.
 
(2) Based upon 261,510,076 Ordinary Shares outstanding as of November 15, 2010 according to the prospectus filed by the Issuer on November 10, 2010, giving effect to the full exercise of the underwriters’ over-allotment option which was announced on the Issuer’s website on November 15, 2010.
 
 
Page 7 of 15

 
 
CUSIP No.
 
749394 102
1.
Names of Reporting Persons
James W. Breyer
 
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
The United States of America
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
0
 
6.
 
Shared Voting Power
1,077,307 Ordinary Shares and 53,850 ADSs, each representing six Ordinary Shares(1)
 
7.
 
Sole Dispositive Power
0
 
8.
 
Shared Dispositive Power
1,077,307 Ordinary Shares and 53,850 ADSs, each representing six Ordinary Shares(1)
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,077,307 Ordinary Shares and 53,850 ADSs, each representing six Ordinary Shares
 
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)
0.5%(2)
 
12.
Type of Reporting Person (See Instructions)
IN
 

(1) The record owner of these securities is IDG-Accel China Investors L.P.  The general partner of the record owner is IDG-Accel China Investors Associates Ltd., of which the Reporting Person and Quan Zhou are directors.  By virtue of acting together to direct the management and operations of IDG-Accel China Investors Associates Ltd., the Reporting Person and Quan Zhou may be deemed to have shared voting and dispositive power with respect to all these securities.

(2) Based upon 261,510,076 Ordinary Shares outstanding as of November 15, 2010 according to the prospectus filed by the Issuer on November 10, 2010, giving effect to the full exercise of the underwriters’ over-allotment option which was announced on the Issuer’s website on November 15, 2010.
 
 
Page 8 of 15

 
 
CUSIP No.
 
749394 102
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
The United States of America
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
0
 
6.
 
Shared Voting Power
13,926,970 Ordinary Shares and 696,150 ADSs, each representing six Ordinary Shares(1)
 
7.
 
Sole Dispositive Power
0
 
8.
 
Shared Dispositive Power
13,926,970 Ordinary Shares and 696,150 ADSs, each representing six Ordinary Shares(1)
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
13,926,970 Ordinary Shares and 696,150 ADSs, each representing six Ordinary Shares
 
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)
6.9%(2)
 
12.
Type of Reporting Person (See Instructions)
IN
 

(1) Including 11,563,796 Ordinary Shares and 578,025 ADSs of which the record owner is IDG-Accel China Growth Fund L.P. and 2,363,174 Ordinary Shares and 118,125 ADSs of which the record owner is IDG-Accel China Growth Fund-A L.P. The ultimate general partner of both record owners is IDG-Accel China Growth Fund GP Associates Ltd., of which the Reporting Person and Quan Zhou are managing directors.  By virtue of acting together to direct the management and operations of IDG-Accel China Growth Fund GP Associates Ltd., the Reporting Person and Quan Zhou may be deemed to have shared voting and dispositive power with respect to all these securities.

(2) Based upon 261,510,076 Ordinary Shares outstanding as of November 15, 2010 according to the prospectus filed by the Issuer on November 10, 2010, giving effect to the full exercise of the underwriters’ over-allotment option which was announced on the Issuer’s website on November 15, 2010.
 
 
Page 9 of 15

 
 
CUSIP No.
 
749394 102
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
The United States of America
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
0
 
6.
 
Shared Voting Power
15,004,277 Ordinary Shares and 750,000 ADSs, each representing six Ordinary Shares(1)
 
7.
 
Sole Dispositive Power
0
 
8.
 
Shared Dispositive Power
15,004,277 Ordinary Shares and 750,000 ADSs, each representing six Ordinary Shares(1)
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
15,004,277 Ordinary Shares and 750,000 ADSs, each representing six Ordinary Shares
 
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)
7.5%(2)
 
12.
Type of Reporting Person (See Instructions)
IN
 

(1) Including 11,563,796 Ordinary Shares and 578,025 ADSs of which the record owner is IDG-Accel China Growth Fund L.P., 2,363,174 Ordinary Shares and 118,125 ADSs of which the record owner is IDG-Accel China Growth Fund-A L.P. and 1,077,307 Ordinary Shares and 53,850 ADSs of which the record owner is IDG-Accel China Investors L.P. The ultimate general partner of IDG-Accel China Growth Fund L.P. and IDG-Accel China Growth Fund-A L.P. is IDG-Accel China Growth Fund GP Associates Ltd., of which the Reporting Person and Patrick J. McGovern are managing directors.  The general partner of IDG-Accel China Investors L.P. is IDG-Accel China Investors Asso ciates Ltd., of which the Reporting Person and James W. Breyer are directors.  By virtue of acting together with Patrick J. McGovern and James W. Breyer to direct the management and operations of IDG-Accel China Growth Fund GP Associates Ltd. and IDG-Accel China Investors Associates Ltd., respectively, the Reporting Person may be deemed to have shared voting and dispositive power with respect to all these securities. (Continued…)

 
Page 10 of 15

 
 
(2) Based upon 261,510,076 Ordinary Shares outstanding as of November 15, 2010 according to the prospectus filed by the Issuer on November 10, 2010, giving effect to the full exercise of the underwriters’ over-allotment option which was announced on the Issuer’s website on November 15, 2010.
 
 
Page 11 of 15

 
 
Item 1(a).  Name of Issuer
 
RDA Microelectronics, Inc.
 
Item 1(b).  Address of Issuer’s Principal Executive Offices
 
Suite 302, Building 2
690 Bibo Road
Pudong District, Shanghai 201203
People’s Republic of China
 
Item 2(a).  Name of Persons Filing
 
1.  
IDG-Accel China Growth Fund L.P.
2.  
IDG-Accel China Growth Fund-A L.P.
3.  
IDG-Accel China Growth Fund Associates L.P.
4.  
IDG-Accel China Growth Fund GP Associates Ltd.
5.  
IDG-Accel China Investors L.P.
6.  
IDG-Accel China Investors Associates Ltd.
7.  
James W. Breyer
8.  
Patrick J. McGovern
9.  
Quan Zhou
 
The above persons have agreed that this statement may be filed by IDG-Accel China Growth Fund L.P. (“IDG Fund LP”), IDG-Accel China Growth Fund-A L.P. (“IDG Fund-A LP”) and IDG-Accel China Investors L.P. (“IDG Investors LP”) on behalf of all of them jointly pursuant to Rule 13d-1(k).  A copy of such agreement is attached as an exhibit to this statement.
 
Each of IDG Fund LP and IDG Fund-A LP is a limited partnership organized under the laws of the Cayman Islands.  The general partner of both IDG Fund LP and IDG Fund-A LP is IDG-Accel China Growth Fund Associates L.P. (“IDG Associates LP”), a limited partnership organized under the laws of the Cayman Islands.  The general partner of IDG Associates LP is IDG-Accel China Growth Fund GP Associates Ltd. (“IDG GP”), a limited liability company incorporated under the laws of the Cayman Islands.  IDG Investors LP is a limited partnership organized under the laws of the Cayman Islands.  The general partner of IDG Investors LP is IDG-Accel China Investors Associates Ltd. (“IDG Investors GP”), a limited liability company incorporated under the laws of the Cayman Islands. 60; The directors and executive officers of IDG GP are Patrick J. McGovern and Quan Zhou.  The directors and executive officers of IDG Investors GP are James W. Breyer 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
 
James W. Breyer, Patrick J. McGovern and Quan Zhou are each a citizen of the United States of America. IDG Fund LP, IDG Fund-A LP, IDG Associates LP, IDG GP, IDG Investors LP and IDG Investors GP are each organized under the laws of the Cayman Islands.
 
Item 2(d).   Title of Class of Securities
 
Ordinary shares, par value $0.01 per share (“Ordinary Shares”) and American Depositary Shares, each representing six (6) Ordinary Shares (“ADS”).
 
 
Page 12 of 15

 
 
Item 2(e).   CUSIP Number
 
749394 102 (ADSs)
 
Item 3.   If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
 
(a)
Broker or dealer registered under section 15 of the Act.
 
 
(b)
Bank as defined in section 3(a)(6) of the Act.
 
 
(c)
Insurance company as defined in section 3(a)(19) of the Act.
 
 
(d)
Investment company registered under section 8 of the Investment Company Act of 1940.
 
 
(e)
An investment adviser registered under Section 203 of the Investment Advisers Act of 1940 or under the laws of any state;
 
 
(f)
An employee benefit plan or endowment fund in accordance with Rule 13d–1(b)(1)(ii)(F);
 
 
(g)
A parent holding company or control person in accordance with Rule 13d–1(b)(1)(ii)(G);
 
 
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
 
(i)
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;
 
 
(j)
Group, in accordance with Rule 13d–1(b)(1)(ii)(J).
 
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.
 
N/A.
 
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
 
 N/A.
 
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
N/A.
 
Item 8.  Identification and Classification of Members of the Group.
 
N/A.
 
Item 9.  Notice of Dissolution of Group.
 
N/A.
 
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 influencing the control of the Issuer of
 
 
Page 13 of 15

 
 
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, other than activities solely in connection with a nomination under § 240.14a-11.
 
 
Page 14 of 15

 
 
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: November 17, 2010
 
IDG-ACCEL CHINA GROWTH FUND L.P.
By: IDG-Accel China Growth Fund Associates L.P., its General Partner
By: IDG-Accel China Growth Fund GP Associates Ltd., its General Partner
 
 
 
By:
 
 /s/ Quan ZHOU
 
   
Name: Quan ZHOU
 
   
Title: Authorized Signatory
 
   
   
IDG-ACCEL CHINA GROWTH FUND-A L.P.
By: IDG-Accel China Growth Fund Associates L.P., its General Partner
By: IDG-Accel China Growth Fund GP Associates Ltd., its General Partner
 
 
 
By:
 
 /s/ Quan ZHOU
 
   
Name: Quan ZHOU
 
   
Title: Authorized Signatory
 
   
   
IDG-ACCEL CHINA INVESTORS L.P.
By: IDG-Accel China Investors Associates Ltd., its General Partner
 
 
 
By:
 
 /s/ Quan ZHOU
 
   
Name: Quan ZHOU
 
   
Title: Authorized Signatory
 
 
Page 15 of 15


 
 
EX-99 2 dp20014_ex99.htm EXHIBIT 99
 
Joint Filing Agreement
 
 
We, the undersigned, hereby agree that the Statement on Schedule 13G in connection with the securities of RDA Mircroelectronics, Inc. to which this Agreement is an Exhibit, and any amendment thereafter signed by each of the undersigned, may be filed by IDG-Accel China Growth Fund L.P., IDG-Accel China Growth Fund-A L.P. and IDG-Accel China Investors L.P. on behalf of each of the undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
 
Page 1 of 3

 
 
Dated: November 17, 2010
 
IDG-ACCEL CHINA GROWTH FUND L.P.
By: IDG-Accel China Growth Fund Associates L.P., its General Partner
By: IDG-Accel China Growth Fund GP Associates Ltd., its General Partner
 
 
 
By:
/s/ Quan ZHOU
 
 
Name: Quan ZHOU
 
 
Title: Authorized Signatory
 
   
   
IDG-ACCEL CHINA GROWTH FUND-A L.P.
By: IDG-Accel China Growth Fund Associates L.P., its General Partner
By: IDG-Accel China Growth Fund GP Associates Ltd., its General Partner
 
 
 
By:
/s/ Quan ZHOU
 
 
Name: Quan ZHOU
 
 
Title: Authorized Signatory
 
   
   
IDG-ACCEL CHINA INVESTORS L.P.
By: IDG-Accel China Investors Associates Ltd., its General Partner
 
 
 
By:
/s/ Quan ZHOU
 
 
Name: Quan ZHOU
 
 
Title: Authorized Signatory
 
   
   
IDG-ACCEL CHINA GROWTH FUND ASSOCIATES L.P.
By: IDG-Accel China Growth Fund GP Associates Ltd., its General Partner
 
 
 
By:
/s/ Quan ZHOU
 
 
Name: Quan ZHOU
 
 
Title: Authorized Signatory
 
   
   
IDG-ACCEL CHINA GROWTH FUND GP ASSOCIATES LTD.
 
 
 
By:
/s/ Quan ZHOU
 
 
Name: Quan ZHOU
 
 
Title: Authorized Signatory
 
 
 
Page 2 of 3

 
 
IDG-ACCEL CHINA INVESTORS ASSOCIATES LTD.
 
 
 
By:
/s/ Quan ZHOU
 
 
Name: Quan ZHOU
 
 
Title: Authorized Signatory
 
   
   
JAMES W. BREYER
 
 
 
By:
/s/ James W. Breyer
 
   
   
PATRICK J. MCGOVERN
 
 
 
By:
/s/ Patrick J. McGovern
 
   
   
QUAN ZHOU
 
 
 
By:
/s/ Quan ZHOU
 

 
Page 3 of 3
 
 

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