NQ Mobile Inc.
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(Name of Issuer)
American Depositary Shares, each representing Five (5) Class A Common Shares, par value $0.0001 per share
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(Title of Class of Securities)
64118U108
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(CUSIP Number)
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January 2, 2015
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 64118U108
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1. Names of Reporting Person CRCM Institutional Master Fund (BVI), Ltd.
I.R.S. Identification Nos. of above persons (entities only)
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
(b) ☑ **
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**The reporting persons making this filing hold an aggregate of 7,406,790 ADSs, which is 9.07% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.
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3. SEC Use Only
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4. Citizenship or Place of Organization: British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting Person With
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5. Sole Voting Power: 0
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6. Shared Voting Power: 7,328,696 ADSs*
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7. Sole Dispositive Power: 0
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8. Shared Dispositive Power: 7,328,696 ADSs*
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9. Aggregate Amount Beneficially Owned by Each Reporting Person. 7,328,696 ADSs*
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
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11. Percent of Class Represented by Amount in Row (9) 8.97% of the total shares of Class A Common Shares**
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12. Type of Reporting Person (See Instructions) OO
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CUSIP No. 64118U108
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1. Names of Reporting Person CRCM LP
I.R.S. Identification Nos. of above persons (entities only)
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
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|
(a) ☐
(b) ☑ **
|
**The reporting persons making this filing hold an aggregate of 7,406,790 ADSs, which is 9.07% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. |
3. SEC Use Only
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4. Citizenship or Place of Organization: Delaware
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Number of
Shares Beneficially Owned by
Each
Reporting
Person With
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5. Sole Voting Power: 0
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6. Shared Voting Power: 7,328,696 ADSs*
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7. Sole Dispositive Power: 0
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8. Shared Dispositive Power: 7,328,696 ADSs*
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9. Aggregate Amount Beneficially Owned by Each Reporting Person. 7,328,696 ADSs*
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
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11. Percent of Class Represented by Amount in Row (9) 8.97% of the total shares of Class A Common Shares**
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12. Type of Reporting Person (See Instructions) IA, PN
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CUSIP No. 64118U108
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1. Names of Reporting Person ChinaRock Capital Management Limited
I.R.S. Identification Nos. of above persons (entities only)
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
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|
(a) ☐
(b) ☑ **
|
**The reporting persons making this filing hold an aggregate of 7,406,790 ADSs, which is 9.07% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. |
3. SEC Use Only
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|
4. Citizenship or Place of Organization: Hong Kong, China
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|
Number of
Shares Beneficially Owned by
Each
Reporting
Person With
|
5. Sole Voting Power: 0
|
6. Shared Voting Power: 7,406,790 ADSs*
|
|
7. Sole Dispositive Power: 0
|
|
8. Shared Dispositive Power: 7,406,790 ADSs*
|
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9. Aggregate Amount Beneficially Owned by Each Reporting Person. 7,406,790 ADSs*
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|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
|
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11. Percent of Class Represented by Amount in Row (9) 9.07% of the total shares of Class A Common Shares**
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12. Type of Reporting Person (See Instructions) OO
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CUSIP No. 64118U108
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1. Names of Reporting Person CRCM LLC
I.R.S. Identification Nos. of above persons (entities only)
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a) ☐
(b) ☑ **
|
**The reporting persons making this filing hold an aggregate of 7,406,790 ADSs, which is 9.07% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. |
3. SEC Use Only
|
|
4. Citizenship or Place of Organization: Delaware
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|
Number of
Shares Beneficially Owned by
Each
Reporting
Person With
|
5. Sole Voting Power: 0
|
6. Shared Voting Power: 7,328,696 ADSs*
|
|
7. Sole Dispositive Power: 0
|
|
8. Shared Dispositive Power: 7,328,696 ADSs*
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person. 7,328,696 ADSs*
|
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
|
|
11. Percent of Class Represented by Amount in Row (9) 8.97% of the total shares of Class A Common Shares**
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12. Type of Reporting Person (See Instructions) OO
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CUSIP No. 64118U108
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1. Names of Reporting Person Chun R. Ding
I.R.S. Identification Nos. of above persons (entities only)
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
(b) ☑ **
|
**The reporting persons making this filing hold an aggregate of 7,406,790 ADSs, which is 9.07% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. |
3. SEC Use Only
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|
4. Citizenship or Place of Organization: United States
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|
Number of
Shares Beneficially Owned by
Each
Reporting
Person With
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5. Sole Voting Power: 0
|
6. Shared Voting Power: 7,406,790 ADSs*
|
|
7. Sole Dispositive Power: 0
|
|
8. Shared Dispositive Power: 7,406,790 ADSs*
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person. 7,406,790 ADSs*
|
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
|
|
11. Percent of Class Represented by Amount in Row (9) 9.07% of the total shares of Class A Common Shares**
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12. Type of Reporting Person (See Instructions) IN
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CUSIP No. 64118U108
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1. Names of Reporting Person Vantage Opportunities Master Fund Limited
I.R.S. Identification Nos. of above persons (entities only)
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
(b) ☑ **
|
**The reporting persons making this filing hold an aggregate of 7,406,790 ADSs, which is 9.07% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. |
3. SEC Use Only
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4. Citizenship or Place of Organization: Cayman Islands
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Number of Shares Beneficially Owned by
Each
Reporting Person With
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5. Sole Voting Power: 0
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6. Shared Voting Power: 78,094 ADSs*
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7. Sole Dispositive Power: 0
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8. Shared Dispositive Power: 78,094 ADSs*
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9. Aggregate Amount Beneficially Owned by Each Reporting Person. 78,094 ADSs*
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
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11. Percent of Class Represented by Amount in Row (9) 0.10% of the total shares of Class A Common Shares**
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12. Type of Reporting Person (See Instructions) OO
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(i)
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CRCM Institutional Master Fund (BVI), Ltd., a British Virgin Islands limited company (“CRCM Fund”), with respect to the ADSs held by it;
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(ii)
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CRCM LP, a Delaware limited partnership and the investment manager of the CRCM Fund (the “Investment Manager”), with respect to the ADSs held by the CRCM Fund;
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(iii)
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ChinaRock Capital Management Limited, a Hong Kong company limited by shares and the sub-investment adviser to the Investment Manager (the “Sub-Investment Adviser”), with respect to the ADSs held by the CRCM Fund and Vantage Fund;
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(iv)
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CRCM LLC, a Delaware limited liability company and the general partner of the Investment Manager (the “General Partner”), with respect to the ADSs held by the CRCM Fund;
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(v)
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Chun R. Ding, a United States citizen (“Ding”), the managing partner of the Investment Manager, the director of the Sub-Investment Adviser and a member of the General Partner, with respect to the ADSs held by the CRCM Fund and the Vantage Fund (as applicable); and
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(vi)
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Vantage Opportunities Master Fund Limited, a Cayman Islands exempted company (“Vantage Fund”), with respect to the ADSs held by it.
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(a) | ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
(b) | ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) | ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) | ☐ Investment company registered under section 8 of the Investment CompanyAct of 1940 (15 U.S.C 80a-8); |
(e) | ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
(g) | ☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
(h) | ☐ A savings associations as defined in Section 3(b) of the Federal DepositInsurance Act (12 U.S.C. 1813); |
(i) |
☐ A church plan that is excluded from the definition of an investment companyunder section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C.80a-3);
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(j) | ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
/s/ Kelvin Koo
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CHINAROCK CAPITAL MANAGEMENT LIMITED
On its own behalf and as the Investment Adviser to the Vantage Opportunities Master Fund Limited
By: Kelvin Koo, Attorney-in-Fact for Chun R. Ding, Director
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/s/ Kelvin Koo
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CRCM LLC,
On its own behalf and as the General Partner of
CRCM LP, as the Investment Manager of
CRCM Institutional Master Fund (BVI), Ltd.
By: Kelvin Koo, Attorney-in-Fact for Chun R. Ding, Member
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/s/ Kelvin Koo | |
By: Kelvin Koo, Attorney-in-Fact for Chun R. Ding |
Exhibit 1
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Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
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Exhibit 2
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Power of Attorney appointing Kelvin Koo as true and lawful attorney-in-fact for Chun Ding (previously filed)
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/s/ Kelvin Koo
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CHINAROCK CAPITAL MANAGEMENT LIMITED
On its own behalf and as the Investment Adviser to the Vantage
Opportunities Master Fund Limited
By: Kelvin Koo, Attorney-in-Fact for Chun R. Ding, Director
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/s/ Kelvin Koo
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CRCM LLC,
On its own behalf and
as the General Partner of
CRCM LP,
as the Investment Manager of
CRCM Institutional Master Fund (BVI), Limited
By: Kelvin Koo, Attorney-in-Fact for Chun R. Ding, Member
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/s/ Kelvin Koo
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By: Kelvin Koo, Attorney-in-Fact for Chun R. Ding |