SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a)

(Amendment No. 1)

NQ Mobile Inc.

(Name of Issuer)

American Depository Shares, each ADS represents five class A common shares,

par value $0.0001 per share.

(Title of Class of Securities)

64118U108**

(CUSIP Number)

Ryann Yap

c/o GSR Ventures

Suite 4801, 48/F Central Plaza, 18 Harbour Road, Wanchai, Hong Kong

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 27, 2012

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 the cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes 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).

(Continued on following pages)

¹ Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share. Each ADS reflects five Class A Common Shares.

² Assumes conversion of all such reporting person’s Class B Common Shares and each ADS into Class A Common Shares.

³ Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share. Each ADS reflects five Class A Common Shares.

⁴ Assumes conversion of all such reporting person’s Class B Common Shares and each ADS into Class A Common Shares.

⁵ Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share. Each ADS reflects five Class A Common Shares.

⁶ Assumes conversion of all such reporting person’s Class B Common Shares and each ADS into Class A Common Shares.

⁷ Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share. Each ADS reflects five Class A Common Shares.

⁸ Assumes conversion of all such reporting person’s Class B Common Shares and each ADS into Class A Common Shares.

⁹ Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.

¹⁰ Assumes conversion of all such reporting person’s Class B Common Shares into Class A Common Shares.

¹¹ Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.

¹² Assumes conversion of all such reporting person’s Class B Common Shares into Class A Common Shares.

¹³ Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.

¹⁴ Assumes conversion of all such reporting person’s Class B Common Shares into Class A Common Shares.

¹⁵ Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.

¹⁶ Assumes conversion of all such reporting person’s Class B Common Shares into Class A Common Shares.

¹⁷ Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.

¹⁸ Assumes conversion of all such reporting person’s Class B Common Shares into Class A Common Shares.

¹⁹ Ryann Yap became a Member as of July 1, 2011.

²⁰ Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.

²¹ Assumes conversion of all such reporting person’s Class B Common Shares into Class A Common Shares.

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D initially filed on May 4, 2011 (as amended, the “Schedule 13D”) on behalf of (i) GSR Ventures II, L.P., a Cayman Islands limited partnership (“GSR II”); (ii) GSR Associates II, L.P., a Cayman Islands limited partnership (“Associates II”); (iii) GSR Partners II, L.P., a Cayman Islands limited partnership (“Partners II”); (iv) GSR Partners II, Ltd, a Cayman Islands exempted company (“Ltd II”); (v) Richard Lim (“Lim”), a citizen of the United States; (vi) Sonny Wu (“Wu”), a citizen of Canada; (vii) James Ding (“Ding”), a citizen of Hong Kong; (viii) Alex Pan (“Pan”), a citizen of Hong Kong; (ix) Kevin Fong (“Fong”), a citizen of the United States; and (x) Ryann Yap (“Yap”), a citizen of Singapore (collectively, the “Reporting Persons”). relating to American Depository Shares (“ADS”), each ADS represents five Class A common shares, par value $0.0001 par value per share (the “Class A Common Shares”), of NQ Mobile Inc., (the “Issuer”) and whose principal executive offices are located at No 4 Bldg, 11 Heping Li East St, Dongcheng District, Beijing, 100013, Chinarelating to the beneficial ownership of American Depositary Shares (“ADSs”) of ordinary shares, Except as set forth below, this Amendment No. 1 does not supplement, restate or amend any of the other information disclosed in the original Schedule 13D filing. Capitalized terms not defined in this Amendment No. 1 have the meanings ascribed to them in the Schedule 13D.

Item 4 is hereby amended to add the following statement:

On March 27, 2012 each of GSR II and Associates II distributed ADSs to their respective partners as described in Item 5.

On June 29, 2012, each of GSR II and Associates II entered into a sales plan that complies with Rule 10b5-1 promulgated under the Exchange Act with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) (the “Rule 10b5-1 Plan”). Pursuant to the Rule 10b5-1 Plans up to a certain number of ADSs may be sold by GSR II and Associates II over a set period of time provided that the terms and conditions of the Rule 10b5-1 Plans are met.

Item 5(a) is amended to amend and restate the references to Rows 7-11 and 13 of the cover page for Reporting Persons as follows:

See Rows 7-11 and 13 of the cover page filed with this Amendment No. 1 for each Reporting Person.

Item 5b is amended to add the following information:

On March 27, 2012, GSR II and Associates II made distributions to their respective partners of 471,698 ADSs and 28,302 ADSs, respectively. The closing value of an ADS at the close of business on March 27, 2012 was $11.59. Except for the foregoing, the Reporting Persons have not effected any transaction in ADSs or common shares of the Issuer during the past 60 days from the date hereof or during the 60 days prior to March 27, 2012.

Item 6 is hereby amended to add the following:

See Item 4 regarding the Rule 10b5-1 Plans.

Item 7 is hereby amended to add Exhibits B and C as set forth below:

SIGNATURES

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.

Date: July 9, 2012

Rule 10b5-1 Sales Plan, Client Representations, and Sales Instructions

GSR Ventures II, L.P. (the “Fund”), as of the date below, establishes this Sales Plan (“Plan”) in order to sell American Depository Shares (“Shares”) of NQ Mobile Inc., (“Issuer”) pursuant to the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“Exchange Act”). The Fund requests that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) execute the Plan as follows:

1.1      Merrill Lynch is authorized to execute transactions in accordance with the attached SEC Rule 10b5-1 Sales Instruction and Notice Provision –Annex (“Sales Instruction”) with respect to the security type “Shares”.

The Fund agrees and acknowledges that:

2.1      If the Fund’s order to sell Shares pursuant to the Plan, whether market or limit, is handled by a Merrill Lynch trading desk, the Fund’s order shall be handled as “not held”. A “not held” or “working order” permits a Merrill Lynch trader to use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order. This provision shall only apply to orders handled by a Merrill Lynch trading desk.

2.2      Merrill Lynch may execute the Fund’s order: (a) in a single transaction or multiple transactions during the course of the trading day, or (b) it may aggregate the Fund’s order with other orders for other sellers of the Issuer’s securities that may or may not have been accepted pursuant to a Rule 10b5-1 sales plan, execute them as a block or in multiple smaller transactions, and allocate an average price to each seller.

2.3      When orders are aggregated, Merrill Lynch shall allocate the proceeds of shares sold pro rata among the sellers, based on the ratio of (x) the shares to be sold and (y) the sum of the proceeds of all shares sold, and Merrill Lynch will provide each seller an “average price confirmation” that identifies the amount of securities sold for the applicable seller together with an average price for sales.

3.1      In the event of a stock split or reverse stock split, the quantity and price at which the Shares are to be sold will be adjusted proportionately.

3.2      In the event of a stock dividend or spin-off, the quantity and price at which the Shares are to be sold will be adjusted as instructed by the Issuer. Any adjustment shall only become effective upon receipt by Merrill Lynch of written notice from Issuer as to the occurrence of the dividend or spin-off, as well as specific instructions as to the adjustment to the quantity and price at which Shares are to be sold.

3.3      In the event of a reincorporation or other corporate reorganization resulting in an automatic share-for-share exchange of new shares of the Issuer for the Shares subject to the Plan, then the new shares will automatically replace the Shares originally specified in the Plan.

In the event any scheduled sale of Shares is not executed as provided for in Section 1 (or Section 7, if applicable) of the Plan, upon Merrill Lynch’s knowledge of such event, Merrill Lynch shall sell Shares that should have been sold as soon as reasonably practicable, and will credit the Fund’s account as if such sale had been executed as instructed in Section 1 (or Section 7, if applicable).

5.1      The Fund understands and agrees that if the Fund or any entity or individual acting as the Fund’s general partner, is an affiliate or control person for purposes of Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), or if the Shares subject to the Plan are restricted securities subject to limitations under Rule 144 or eligible for resale under Rule 145, then all sales of Shares under the Plan will be made in accordance with the applicable provisions of Rule 144.

5.2      The Fund requests and authorizes Merrill Lynch to complete and file on behalf of the Fund any Forms 144 (pre-signed on behalf of the Fund) necessary to effect sales under the Plan.

5.3      If appropriate, the Fund understands and agrees that, upon its prompt signature and delivery to Merrill Lynch of Form 144, Merrill Lynch will either (a) make one Form 144 filing at the beginning of each weekly period commencing with the date of the first sale made in connection with this Plan and assuming that Merrill Lynch reasonably believes that sales will be effected during such weekly period under this Plan or (b) file Form 144 for sales made in connection with the Plan.

5.4      A Form 144 shall be filed for all applicable sales pursuant to this Plan and shall indicate that the sales are made pursuant to this Plan.

5.5      Merrill Lynch will conduct sales pursuant to Rule 144 or Rule 145 if appropriate, including applying Rule 144 volume limitations for sales under the Plan and sales made by any entity or individual acting as the Fund’s general partner who may be deemed an “affiliate” of the Issuer, which include any entity controlled by James Ding, Richard Lim , Alex Pan, Sonny Wu and Ryann Yapp. The Fund will provide the Venture Services Group at Merrill Lynch prior notice of any sales by any of the entities or individuals acting as the Fund’s general partner and who may be deemed an affiliate of the Issuer not effected by Merrill Lynch.

5.6      The Fund will notify the Venture Services Group at Merrill Lynch prior to taking any action or to causing any other person or entity to take any action that would require the Fund to aggregate sales of Shares pursuant to Rule 144; and not to take any action that would cause the sales of Shares under the Plan not to comply with Rule 144 or Rule 145.

In consideration of Merrill Lynch accepting orders to sell securities under this Plan, the Fund makes the following representations, warranties and covenants:

6.1      The Fund has established the Plan (a) in good faith and not as part of any scheme to evade the prohibitions of Rule 10b5-1 adopted under the Exchange Act, (b) in compliance with the requirements of Rule 10b5-1 and (c) at a time when neither the Fund nor any entity or individual authorizing or directing the Fund to enter into this Plan, including the Fund's general partner, was aware of material nonpublic information about the Issuer or its Shares.

6.2      The Fund has consulted with legal counsel and other advisors in connection with its decision to enter into the Plan and has confirmed that the Plan meets the criteria set forth in Rule 10b5-1. The Fund has not received or relied on any representations by Merrill Lynch regarding the Plan’s compliance with Rule 10b5-1.

6.3      The Fund has provided, or caused the Issuer to provide, Merrill Lynch with a certificate completed by the Issuer, substantially in the form of Annex A hereto (“Issuer Certificate”).

6.4      The Fund owns all Shares that are subject to the Plan free and clear of liens or encumbrances of any kind, and/or the Fund will own all such Shares free and clear of liens or encumbrances of any kind at the time of their Sale as provided for in this Plan. There are no restrictions imposed on the Fund, the Shares, to the knowledge of the Fund, or the Issuer that would prevent Merrill Lynch or the Fund from complying with the Plan.

6.5      While the Plan is in effect, except as provided in the Plan, the Fund will not engage in offsetting or hedging transactions in violation of Rule10b5-1; and will notify Merrill Lynch in advance of any sales or purchases of, or derivative transactions on, any of the Issuer’s securities initiated by the Fund. The Fund may engage the Venture Services Group at Merrill Lynch to distribute, or instruct the Venture Services Group at Merrill Lynch to sell other shares of the Issuer other than pursuant to this Plan; provided, however, that any Merrill Lynch employee who facilitates the executing of trades in shares of the Issuer pursuant to this Plan may not be the same individual who facilitates the executing of trades by the Fund in shares of the Issuer outside of this Plan. The parties hereto agree that any such sale engagement, instruction or transaction will not be deemed to modify this Plan unless the Fund so requests in writing in accordance with Section 10 below and will be given by the Fund to Merrill Lynch only if such engagement, instruction or transaction does not contravene any of the representations, warranties or covenants of the Fund in Section 6 of this Plan.

6.6      While the Plan is in effect, neither the Fund nor any entity or individual acting as the Fund’s general partner will disclose to any employee of Merrill Lynch, including the Fund’s Private Wealth Advisor or Financial Advisor, any material nonpublic information concerning the Shares or the Issuer. The Fund and Merrill Lynch acknowledge and agree that Merrill Lynch shall not sell Shares pursuant to this Plan at any time when any person at Merrill Lynch executing or effecting such sales is aware of material nonpublic information concerning the Issuer or its securities.

1.  Merrill Lynch shall ensure that any Merrill Lynch trader who has influence over how, when or whether to effect a sale of Shares will not execute sales when such person is aware of material nonpublic information with respect to the Issuer or its Shares.

6.7      While the Plan is in effect, the Fund will not attempt to exercise any influence over how, when or whether to effect sales of Shares.

6.8      The Issuer Certificate shall contain a confirmation from the Issuer that the Plan is in compliance with the Issuer’s insider trading policy.

6.9      The Fund agrees to make or cause to be made all filings required under the Securities Act and/or the Exchange Act, including under Rule 144 and pursuant to Section 13 and Section 16 of the Exchange Act, and any other filings necessary provided however, that Merrill Lynch shall be responsible for the preparation and filing of Forms 144 to the extent set forth in Section 5.2.

6.10      As to delivery requirements:

6.11      The Fund agrees to inform Merrill Lynch as soon as possible of the Fund becoming aware of any of the following:

7.1       Sales pursuant to Section 1 above shall be suspended where:

7.2      Merrill Lynch will resume sales in accordance with the Plan as promptly as practicable after (a) Merrill Lynch receives notice in writing from the Issuer that it may resume sales in accordance with Section 1 of the Plan in the case of the occurrence of an Event described in 7.1.4 or 7.1.5 above or (b) Merrill Lynch determines, in its sole discretion, that it may resume sales in accordance with the Plan in the case of the occurrence of an Event described in 7.1.1, 7.1.2 or 7.1.3 above.

7.3      Shares allocated under the Plan for sale during a period that has elapsed due to a suspension under this Section will be carried forward to be sold with the next amount of shares to be sold in accordance with Section 1 of the Plan. In the event Section 1 of the Plan provides for an amount of Shares to be sold during a given period pursuant to a limit order, Shares that would otherwise be permitted to be sold during that period, shall, upon lapse of the suspension, nonetheless be carried forward to be sold with the next amount of Shares to be sold in accordance with Section 1 of the Plan.

7.4      Merrill Lynch is released from all liability in connection with any suspension of sales, including, but not limited to, liability for the loss of market value.

7.5      In the event of a suspension, Merrill Lynch will notify the seller as soon as possible.

The Plan shall terminate on the earliest to occur of the following:

8.1      the termination date listed in the Sales Instruction;

8.2      the completion of all sales contemplated in Section 1 of the Plan;

8.3      the Fund’s or Merrill Lynch’s reasonable determination that: (a) the Plan does not comply with Rule 10b5-1 or other applicable securities laws; (b) the Fund has not complied with the Plan, Rule 10b5-1 or other applicable securities laws; or (c) the Fund has made misstatements in its representations or warranties in Section 6, above;

8.4      receipt by Merrill Lynch of written notice from the Fund of: (a) the filing of a bankruptcy petition by the Issuer; (b) the closing of a merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of the Shares of the Issuer into shares of a company other than the Issuer; or (c) the conversion of the Shares into rights to receive fixed amounts of cash or into debt securities and/or preferred stock (whether in whole or in part); or

8.5      receipt by Merrill Lynch of written notice of termination from the Fund.

9.1      The Fund agrees to indemnify and hold harmless Merrill Lynch and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities, including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such claim, arising out of or attributable to Merrill Lynch’s actions taken in compliance with the Plan, any breach by the Fund of the Plan, or any violation by the Fund of applicable federal or state laws or regulations to the extent Merrill Lynch is not otherwise obligated to indemnify the Fund under Section 9.2, provided that such claims, losses, damages and liabilities do not arise out of or are not attributable to the gross negligence or willful misconduct of Merrill Lynch or any of its directors, officers, employees and affiliates in connection with the Plan,. This indemnification shall survive termination of the Plan.

9.2      Merrill Lynch agrees to indemnify and hold harmless the Fund and its directors, officers, managers, partners, employees and affiliates from and against all claims, losses, damages and liabilities including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating, any such action or claim, arising out of or attributable to Merrill Lynch’s gross negligence or willful misconduct in connection with the Plan.

The Plan, including the Sales Instruction, may be modified or amended only upon (a) the written agreement of the Fund and Merrill Lynch; (b) the receipt by Merrill Lynch of written confirmation from the Fund to the effect that the representations, warranties and covenants contained in Section 6 above, are true as of the date of such written confirmation; and (c) the receipt by Merrill Lynch of a new Issuer Certificate or written confirmation signed by the Issuer that the representations, warranties and covenants contained in the original Issuer Certificate are true as of the date of such written confirmation. Notwithstanding the foregoing, any such amendment or modification shall only become effective forty-five (45) days after all of the conditions in subsections (a), (b) and (c) of the preceding sentence have been met.

The Plan may be signed in counterparts, each of which will be an original.

The Plan, including the representations, warranties and covenants in Section 6, constitutes the entire agreement between the Fund and Merrill Lynch regarding the Plan and supersedes any prior agreements or understandings regarding the Plan.

This Plan will be governed by and construed in accordance with the laws of the State of New York.

14.1      The Fund authorizes Merrill Lynch to transmit transaction information via facsimile and/or email regarding open market transactions under the Plan to:

14.2      The Fund understands that best efforts will be made to transmit transaction information for open market transactions under the Plan (purchase or sale) by the close of business on the day of the purchase or sale, but no later than the open of business on the first trading day following the purchase or sale.

14.3      The Fund acknowledges that Merrill Lynch (a) has no obligation to confirm receipt of any email or faxed information by the designated contact and (b) has no responsibility or liability for filing a Form 4 with the SEC or for compliance with Section 16 of the Exchange Act.

14.4      If any of the above contact information changes, or the Fund would like to terminate this authorization, the Fund will promptly notify Merrill Lynch in writing. The Fund further authorizes Merrill Lynch to transmit transaction information to a third party service provider who will make the information available to the Fund’s designated representative(s) listed above.

All notices given by the parties under the Plan will be as set forth in the Sales Instruction.

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Acknowledged and Agreed this 29th day of

June, 2012:

By: _____________________________

Name:

Title: Administrative Manager

Annex A –Issuer Certificate

This Annex A may not be amended except in accordance with the Plan.

1.      The Issuer certifies that it has approved, and retained a copy of, the Plan relating to the Shares.

2.      The Plan is consistent with Issuer’s insider trading policies, and, to the best of Issuer’s knowledge, there are no legal, contractual or regulatory restrictions applicable to Seller/Fund as of the date of this representation that would prohibit Seller/Fund from entering into the Plan or affecting any sale of Shares pursuant to the Plan.

3.      While the Plan is effective, Issuer agrees to provide notice as soon as practicable to Merrill Lynch in the event of: a legal, regulatory or contractual restriction applicable to Seller or Seller’s affiliates, including without limitation, under Regulation M, that would prohibit any sale pursuant to the Plan (other than any such restriction relating to Seller’s possession or alleged possession of material nonpublic information about the Issuer or its securities) (the notice merely stating that a restriction applies to Seller without specifying the reasons for the restriction) or any other reason or event that causes Issuer to determine that selling of the Shares under the Plan should be suspended.

The notice shall be provided by facsimile to Merrill Lynch as designated in the Sales Instruction. Such notice shall indicate the anticipated duration of the restriction but shall not include any other information about the nature of the restriction or its applicability to Seller. In any event, the Issuer shall not communicate any material nonpublic information about Issuer or its securities to Merrill Lynch with respect to the Plan.

4.      To avoid delays in connection with transfers of stock certificates and settlement of transactions under the Plan, and in acknowledgment of Merrill Lynch’s agreement in Section 5 of the Plan that sales of Shares under the Plan will be effected in compliance with Rule 144, the Issuer agrees that it will, (a)within a commercially reasonable time after its receipt of notice to Issuer of Seller’s directing delivery of Shares into an account at Merrill Lynch in the name of and for the benefit of Seller and (b) after Issuer’s receipt of evidence--reasonably satisfactory to the Issuer and its counsel--that Rule 144 has been complied with, instruct its transfer agent to process the transfer of Shares and issue a new certificate to Seller that does not bear any legend or statement restricting its transferability to a buyer.

Dated: June 29, 2012

By:___________________________

Title:                                                       

Rule 10b5-1 Sales Plan, Client Representations, and Sales Instructions

GSR Associates II, L.P. (the “Fund”), as of the date below, establishes this Sales Plan (“Plan”) in order to sell American Depository Shares (“Shares”) of NQ Mobile Inc., (“Issuer”) pursuant to the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“Exchange Act”). The Fund requests that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) execute the Plan as follows:

1.1      Merrill Lynch is authorized to execute transactions in accordance with the attached SEC Rule 10b5-1 Sales Instruction and Notice Provision –Annex (“Sales Instruction”) with respect to the security type “Shares”.

The Fund agrees and acknowledges that:

2.1      If the Fund’s order to sell Shares pursuant to the Plan, whether market or limit, is handled by a Merrill Lynch trading desk, the Fund’s order shall be handled as “not held”. A “not held” or “working order” permits a Merrill Lynch trader to use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order. This provision shall only apply to orders handled by a Merrill Lynch trading desk.

2.2      Merrill Lynch may execute the Fund’s order: (a) in a single transaction or multiple transactions during the course of the trading day, or (b) it may aggregate the Fund’s order with other orders for other sellers of the Issuer’s securities that may or may not have been accepted pursuant to a Rule 10b5-1 sales plan, execute them as a block or in multiple smaller transactions, and allocate an average price to each seller.

2.3      When orders are aggregated, Merrill Lynch shall allocate the proceeds of shares sold pro rata among the sellers, based on the ratio of (x) the shares to be sold and (y) the sum of the proceeds of all shares sold, and Merrill Lynch will provide each seller an “average price confirmation” that identifies the amount of securities sold for the applicable seller together with an average price for sales.

3.1      In the event of a stock split or reverse stock split, the quantity and price at which the Shares are to be sold will be adjusted proportionately.

3.2      In the event of a stock dividend or spin-off, the quantity and price at which the Shares are to be sold will be adjusted as instructed by the Issuer. Any adjustment shall only become effective upon receipt by Merrill Lynch of written notice from Issuer as to the occurrence of the dividend or spin-off, as well as specific instructions as to the adjustment to the quantity and price at which Shares are to be sold.

3.3      In the event of a reincorporation or other corporate reorganization resulting in an automatic share-for-share exchange of new shares of the Issuer for the Shares subject to the Plan, then the new shares will automatically replace the Shares originally specified in the Plan.

In the event any scheduled sale of Shares is not executed as provided for in Section 1 (or Section 7, if applicable) of the Plan, upon Merrill Lynch’s knowledge of such event, Merrill Lynch shall sell Shares that should have been sold as soon as reasonably practicable, and will credit the Fund’s account as if such sale had been executed as instructed in Section 1 (or Section 7, if applicable).

5.1      The Fund understands and agrees that if the Fund or any entity or individual acting as the Fund’s general partner, is an affiliate or control person for purposes of Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), or if the Shares subject to the Plan are restricted securities subject to limitations under Rule 144 or eligible for resale under Rule 145, then all sales of Shares under the Plan will be made in accordance with the applicable provisions of Rule 144.

5.2      The Fund requests and authorizes Merrill Lynch to complete and file on behalf of the Fund any Forms 144 (pre-signed on behalf of the Fund) necessary to effect sales under the Plan.

5.3      If appropriate, the Fund understands and agrees that, upon its prompt signature and delivery to Merrill Lynch of Form 144, Merrill Lynch will either (a) make one Form 144 filing at the beginning of each weekly period commencing with the date of the first sale made in connection with this Plan and assuming that Merrill Lynch reasonably believes that sales will be effected during such weekly period under this Plan or (b) file Form 144 for sales made in connection with the Plan.

5.4      A Form 144 shall be filed for all applicable sales pursuant to this Plan and shall indicate that the sales are made pursuant to this Plan.

5.5      Merrill Lynch will conduct sales pursuant to Rule 144 or Rule 145 if appropriate, including applying Rule 144 volume limitations for sales under the Plan and sales made by any entity or individual acting as the Fund’s general partner who may be deemed an “affiliate” of the Issuer, which include any entity controlled by James Ding, Richard Lim , Alex Pan, Sonny Wu and Ryann Yapp. The Fund will provide the Venture Services Group at Merrill Lynch prior notice of any sales by any of the entities or individuals acting as the Fund’s general partner and who may be deemed an affiliate of the Issuer not effected by Merrill Lynch.

5.6      The Fund will notify the Venture Services Group at Merrill Lynch prior to taking any action or to causing any other person or entity to take any action that would require the Fund to aggregate sales of Shares pursuant to Rule 144; and not to take any action that would cause the sales of Shares under the Plan not to comply with Rule 144 or Rule 145.

In consideration of Merrill Lynch accepting orders to sell securities under this Plan, the Fund makes the following representations, warranties and covenants:

6.1      The Fund has established the Plan (a) in good faith and not as part of any scheme to evade the prohibitions of Rule 10b5-1 adopted under the Exchange Act, (b) in compliance with the requirements of Rule 10b5-1 and (c) at a time when neither the Fund nor any entity or individual authorizing or directing the Fund to enter into this Plan, including the Fund's general partner, was aware of material nonpublic information about the Issuer or its Shares.

6.2      The Fund has consulted with legal counsel and other advisors in connection with its decision to enter into the Plan and has confirmed that the Plan meets the criteria set forth in Rule 10b5-1. The Fund has not received or relied on any representations by Merrill Lynch regarding the Plan’s compliance with Rule 10b5-1.

6.3      The Fund has provided, or caused the Issuer to provide, Merrill Lynch with a certificate completed by the Issuer, substantially in the form of Annex A hereto (“Issuer Certificate”).

6.4      The Fund owns all Shares that are subject to the Plan free and clear of liens or encumbrances of any kind, and/or the Fund will own all such Shares free and clear of liens or encumbrances of any kind at the time of their Sale as provided for in this Plan. There are no restrictions imposed on the Fund, the Shares, to the knowledge of the Fund, or the Issuer that would prevent Merrill Lynch or the Fund from complying with the Plan.

6.5      While the Plan is in effect, except as provided in the Plan, the Fund will not engage in offsetting or hedging transactions in violation of Rule10b5-1; and will notify Merrill Lynch in advance of any sales or purchases of, or derivative transactions on, any of the Issuer’s securities initiated by the Fund. The Fund may engage the Venture Services Group at Merrill Lynch to distribute, or instruct the Venture Services Group at Merrill Lynch to sell other shares of the Issuer other than pursuant to this Plan; provided, however, that any Merrill Lynch employee who facilitates the executing of trades in shares of the Issuer pursuant to this Plan may not be the same individual who facilitates the executing of trades by the Fund in shares of the Issuer outside of this Plan. The parties hereto agree that any such sale engagement, instruction or transaction will not be deemed to modify this Plan unless the Fund so requests in writing in accordance with Section 10 below and will be given by the Fund to Merrill Lynch only if such engagement, instruction or transaction does not contravene any of the representations, warranties or covenants of the Fund in Section 6 of this Plan.

6.6      While the Plan is in effect, neither the Fund nor any entity or individual acting as the Fund’s general partner will disclose to any employee of Merrill Lynch, including the Fund’s Private Wealth Advisor or Financial Advisor, any material nonpublic information concerning the Shares or the Issuer. The Fund and Merrill Lynch acknowledge and agree that Merrill Lynch shall not sell Shares pursuant to this Plan at any time when any person at Merrill Lynch executing or effecting such sales is aware of material nonpublic information concerning the Issuer or its securities.

1.  Merrill Lynch shall ensure that any Merrill Lynch trader who has influence over how, when or whether to effect a sale of Shares will not execute sales when such person is aware of material nonpublic information with respect to the Issuer or its Shares.

6.7      While the Plan is in effect, the Fund will not attempt to exercise any influence over how, when or whether to effect sales of Shares.

6.8      The Issuer Certificate shall contain a confirmation from the Issuer that the Plan is in compliance with the Issuer’s insider trading policy.

6.9      The Fund agrees to make or cause to be made all filings required under the Securities Act and/or the Exchange Act, including under Rule 144 and pursuant to Section 13 and Section 16 of the Exchange Act, and any other filings necessary provided however, that Merrill Lynch shall be responsible for the preparation and filing of Forms 144 to the extent set forth in Section 5.2.

6.10      As to delivery requirements:

6.11      The Fund agrees to inform Merrill Lynch as soon as possible of the Fund becoming aware of any of the following:

7.1      Sales pursuant to Section 1 above shall be suspended where:

7.2      Merrill Lynch will resume sales in accordance with the Plan as promptly as practicable after (a) Merrill Lynch receives notice in writing from the Issuer that it may resume sales in accordance with Section 1 of the Plan in the case of the occurrence of an Event described in 7.1.4 or 7.1.5 above or (b) Merrill Lynch determines, in its sole discretion, that it may resume sales in accordance with the Plan in the case of the occurrence of an Event described in 7.1.1, 7.1.2 or 7.1.3 above.

7.3      Shares allocated under the Plan for sale during a period that has elapsed due to a suspension under this Section will be carried forward to be sold with the next amount of shares to be sold in accordance with Section 1 of the Plan. In the event Section 1 of the Plan provides for an amount of Shares to be sold during a given period pursuant to a limit order, Shares that would otherwise be permitted to be sold during that period, shall, upon lapse of the suspension, nonetheless be carried forward to be sold with the next amount of Shares to be sold in accordance with Section 1 of the Plan.

7.4      Merrill Lynch is released from all liability in connection with any suspension of sales, including, but not limited to, liability for the loss of market value.

7.5      In the event of a suspension, Merrill Lynch will notify the seller as soon as possible.

The Plan shall terminate on the earliest to occur of the following:

8.1      the termination date listed in the Sales Instruction;

8.2      the completion of all sales contemplated in Section 1 of the Plan;

8.3      the Fund’s or Merrill Lynch’s reasonable determination that: (a) the Plan does not comply with Rule 10b5-1 or other applicable securities laws; (b) the Fund has not complied with the Plan, Rule 10b5-1 or other applicable securities laws; or (c) the Fund has made misstatements in its representations or warranties in Section 6, above;

8.4      receipt by Merrill Lynch of written notice from the Fund of: (a) the filing of a bankruptcy petition by the Issuer; (b) the closing of a merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of the Shares of the Issuer into shares of a company other than the Issuer; or (c) the conversion of the Shares into rights to receive fixed amounts of cash or into debt securities and/or preferred stock (whether in whole or in part); or

8.5      receipt by Merrill Lynch of written notice of termination from the Fund.

9.1      The Fund agrees to indemnify and hold harmless Merrill Lynch and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities, including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such claim, arising out of or attributable to Merrill Lynch’s actions taken in compliance with the Plan, any breach by the Fund of the Plan, or any violation by the Fund of applicable federal or state laws or regulations to the extent Merrill Lynch is not otherwise obligated to indemnify the Fund under Section 9.2, provided that such claims, losses, damages and liabilities do not arise out of or are not attributable to the gross negligence or willful misconduct of Merrill Lynch or any of its directors, officers, employees and affiliates in connection with the Plan,. This indemnification shall survive termination of the Plan.

9.2      Merrill Lynch agrees to indemnify and hold harmless the Fund and its directors, officers, managers, partners, employees and affiliates from and against all claims, losses, damages and liabilities including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating, any such action or claim, arising out of or attributable to Merrill Lynch’s gross negligence or willful misconduct in connection with the Plan.

The Plan, including the Sales Instruction, may be modified or amended only upon (a) the written agreement of the Fund and Merrill Lynch; (b) the receipt by Merrill Lynch of written confirmation from the Fund to the effect that the representations, warranties and covenants contained in Section 6 above, are true as of the date of such written confirmation; and (c) the receipt by Merrill Lynch of a new Issuer Certificate or written confirmation signed by the Issuer that the representations, warranties and covenants contained in the original Issuer Certificate are true as of the date of such written confirmation. Notwithstanding the foregoing, any such amendment or modification shall only become effective forty-five (45) days after all of the conditions in subsections (a), (b) and (c) of the preceding sentence have been met.

The Plan may be signed in counterparts, each of which will be an original.

The Plan, including the representations, warranties and covenants in Section 6, constitutes the entire agreement between the Fund and Merrill Lynch regarding the Plan and supersedes any prior agreements or understandings regarding the Plan.

This Plan will be governed by and construed in accordance with the laws of the State of New York.

14.1      The Fund authorizes Merrill Lynch to transmit transaction information via facsimile and/or email regarding open market transactions under the Plan to:

14.2      The Fund understands that best efforts will be made to transmit transaction information for open market transactions under the Plan (purchase or sale) by the close of business on the day of the purchase or sale, but no later than the open of business on the first trading day following the purchase or sale.

14.3      The Fund acknowledges that Merrill Lynch (a) has no obligation to confirm receipt of any email or faxed information by the designated contact and (b) has no responsibility or liability for filing a Form 4 with the SEC or for compliance with Section 16 of the Exchange Act.

14.4      If any of the above contact information changes, or the Fund would like to terminate this authorization, the Fund will promptly notify Merrill Lynch in writing. The Fund further authorizes Merrill Lynch to transmit transaction information to a third party service provider who will make the information available to the Fund’s designated representative(s) listed above.

All notices given by the parties under the Plan will be as set forth in the Sales Instruction.

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Acknowledged and Agreed this 29th day of

June, 2012:

By: _____________________________

Name:

Title: Administrative Manager

Annex A –Issuer Certificate

This Annex A may not be amended except in accordance with the Plan.

1.      The Issuer certifies that it has approved, and retained a copy of, the Plan relating to the Shares.

2.      The Plan is consistent with Issuer’s insider trading policies, and, to the best of Issuer’s knowledge, there are no legal, contractual or regulatory restrictions applicable to Seller/Fund as of the date of this representation that would prohibit Seller/Fund from entering into the Plan or affecting any sale of Shares pursuant to the Plan.

3.      While the Plan is effective, Issuer agrees to provide notice as soon as practicable to Merrill Lynch in the event of: a legal, regulatory or contractual restriction applicable to Seller or Seller’s affiliates, including without limitation, under Regulation M, that would prohibit any sale pursuant to the Plan (other than any such restriction relating to Seller’s possession or alleged possession of material nonpublic information about the Issuer or its securities) (the notice merely stating that a restriction applies to Seller without specifying the reasons for the restriction) or any other reason or event that causes Issuer to determine that selling of the Shares under the Plan should be suspended.

The notice shall be provided by facsimile to Merrill Lynch as designated in the Sales Instruction. Such notice shall indicate the anticipated duration of the restriction but shall not include any other information about the nature of the restriction or its applicability to Seller. In any event, the Issuer shall not communicate any material nonpublic information about Issuer or its securities to Merrill Lynch with respect to the Plan.

4.      To avoid delays in connection with transfers of stock certificates and settlement of transactions under the Plan, and in acknowledgment of Merrill Lynch’s agreement in Section 5 of the Plan that sales of Shares under the Plan will be effected in compliance with Rule 144, the Issuer agrees that it will, (a)within a commercially reasonable time after its receipt of notice to Issuer of Seller’s directing delivery of Shares into an account at Merrill Lynch in the name of and for the benefit of Seller and (b) after Issuer’s receipt of evidence--reasonably satisfactory to the Issuer and its counsel--that Rule 144 has been complied with, instruct its transfer agent to process the transfer of Shares and issue a new certificate to Seller that does not bear any legend or statement restricting its transferability to a buyer.

Dated: June 29, 2012

By:___________________________

Title: