Schedule 13G

0001193125-12-044938.txt : 20120208 0001193125-12-044938.hdr.sgml : 20120208 20120208060553 ACCESSION NUMBER: 0001193125-12-044938 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120208 DATE AS OF CHANGE: 20120208 GROUP MEMBERS: NAN PENG SHEN GROUP MEMBERS: SC CHINA HOLDING LTD GROUP MEMBERS: SEQUOIA CAPITAL CHINA I, L.P. GROUP MEMBERS: SEQUOIA CAPITAL CHINA MANAGEMENT I, L.P. GROUP MEMBERS: SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. GROUP MEMBERS: SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. GROUP MEMBERS: SNP CHINA ENTERPRISES LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NetQin Mobile Inc. CENTRAL INDEX KEY: 0001509986 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86228 FILM NUMBER: 12579670 BUSINESS ADDRESS: STREET 1: No. 4 Building, 11 Heping Li East Street STREET 2: Dongcheng District CITY: Beijing STATE: F4 ZIP: 100013 BUSINESS PHONE: (86-10) 8565-5555 MAIL ADDRESS: STREET 1: No. 4 Building, 11 Heping Li East Street STREET 2: Dongcheng District CITY: Beijing STATE: F4 ZIP: 100013 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL CHINA I LP CENTRAL INDEX KEY: 0001470760 IRS NUMBER: 203514012 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD 4-250 CITY: MENLO PARK STATE: CA ZIP: 95025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD 4-250 CITY: MENLO PARK STATE: CA ZIP: 95025 SC 13G 1 d295683dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

NetQin Mobile, Inc.

(Name of issuer)

CLASS A COMMON SHARES

(Title of class of securities)

64118U108

(CUSIP number)

12/31/11

(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).

SCHEDULE 13G


CUSIP No. 64118U108		Page 2 of 12 Pages


(1)	Names of reporting persons SEQUOIA CAPITAL CHINA I, L.P. (“SCC I”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-3514012
(2)	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
(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 0
		(6)	Shared voting power 12,554,755¹
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 12,554,755¹
(9)	Aggregate amount beneficially owned by each reporting person 12,554,755¹
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
(11)	Percent of class represented by amount in Row (9) 24.5%²
(12)	Type of reporting person (see instructions) PN

¹	Represents shares of the Issuer’s Class B common shares. Each share of the Issuer’s Class B common shares is entitled to ten votes per share and is convertible at any time into one share of the Issuer’s Class A common shares.

²	The percentage is based upon 38,750,000 shares of the Issuer’s Class A common shares outstanding as reported by the Issuer in its final prospectus dated May 4, 2011.

SCHEDULE 13G


CUSIP No. 64118U108		Page 3 of 12 Pages


(1)	Names of reporting persons SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. (“SCC PTRS I”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-4387549
(2)	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
(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 0
		(6)	Shared voting power 1,442,618¹
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 1,442,618¹
(9)	Aggregate amount beneficially owned by each reporting person 1,442,618¹
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
(11)	Percent of class represented by amount in Row (9) 3.6%²
(12)	Type of reporting person (see instructions) PN

¹	Represents shares of the Issuer’s Class B common shares. Each share of the Issuer’s Class B common shares is entitled to ten votes per share and is convertible at any time into one share of the Issuer’s Class A common shares.

²	The percentage is based upon 38,750,000 shares of the Issuer’s Class A common shares outstanding as reported by the Issuer in its final prospectus dated May 4, 2011.

SCHEDULE 13G


CUSIP No. 64118U108		Page 4 of 12 Pages


(1)	Names of reporting persons SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. (“SCC PRIN I”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-4887879
(2)	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
(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 0
		(6)	Shared voting power 1,943,150¹
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 1,943,150¹
(9)	Aggregate amount beneficially owned by each reporting person 1,943,150¹
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
(11)	Percent of class represented by amount in Row (9) 4.8%²
(12)	Type of reporting person (see instructions) PN

¹	Represents shares of the Issuer’s Class B common shares. Each share of the Issuer’s Class B common shares is entitled to ten votes per share and is convertible at any time into one share of the Issuer’s Class A common shares.

²	The percentage is based upon 38,750,000 shares of the Issuer’s Class A common shares outstanding as reported by the Issuer in its final prospectus dated May 4, 2011.

SCHEDULE 13G


CUSIP No. 64118U108		Page 5 of 12 Pages


(1)	Names of reporting persons SEQUOIA CAPITAL CHINA MANAGEMENT I, L.P. (“SCC MGMT I”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-3348112
(2)	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
(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 0
		(6)	Shared voting power 15,940,523 shares of which 12,554,755 shares are directly held by SCC I, 1,442,618 shares are directly held by SCC PTRS I and 1,943,150 shares are directly held by SCC PRIN I. SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.¹
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 15,940,523 shares of which 12,554,755 shares are directly held by SCC I, 1,442,618 shares are directly held by SCC PTRS I and 1,943,150 shares are directly held by SCC PRIN I. SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.¹
(9)	Aggregate amount beneficially owned by each reporting person 15,940,523¹
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
(11)	Percent of class represented by amount in Row (9) 29.1%²
(12)	Type of reporting person (see instructions) PN

¹	Represents shares of the Issuer’s Class B common shares. Each share of the Issuer’s Class B common shares is entitled to ten votes per share and is convertible at any time into one share of the Issuer’s Class A common shares.

²	The percentage is based upon 38,750,000 shares of the Issuer’s Class A common shares outstanding as reported by the Issuer in its final prospectus dated May 4, 2011.

SCHEDULE 13G


CUSIP No. 64118U108		Page 6 of 12 Pages


(1)	Names of reporting persons SC CHINA HOLDING LIMITED (“SCC HOLD”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A
(2)	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
(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 0
		(6)	Shared voting power 15,940,523 shares of which 12,554,755 shares are directly held by SCC I, 1,442,618 shares are directly held by SCC PTRS I and 1,943,150 shares are directly held by SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.¹
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 15,940,523 shares of which 12,554,755 shares are directly held by SCC I, 1,442,618 shares are directly held by SCC PTRS I and 1,943,150 shares are directly held by SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.¹
(9)	Aggregate amount beneficially owned by each reporting person 15,940,523¹
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
(11)	Percent of class represented by amount in Row (9) 29.1%²
(12)	Type of reporting person (see instructions) OO

¹	Represents shares of the Issuer’s Class B common shares. Each share of the Issuer’s Class B common shares is entitled to ten votes per share and is convertible at any time into one share of the Issuer’s Class A common shares.

²	The percentage is based upon 38,750,000 shares of the Issuer’s Class A common shares outstanding as reported by the Issuer in its final prospectus dated May 4, 2011.

SCHEDULE 13G


CUSIP No. 64118U108		Page 7 of 12 Pages


(1)	Names of reporting persons SNP CHINA ENTERPRISES LIMITED (“SNP”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A
(2)	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
(3)	SEC use only
(4)	Citizenship or place of organization BRITISH VIRGIN ISLANDS
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power 0
		(6)	Shared voting power 15,940,523 shares of which 12,554,755 shares are directly held by SCC I, 1,442,618 shares are directly held by SCC PTRS I and 1,943,150 shares are directly held by SCC PRIN I. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.¹
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 15,940,523 shares of which 12,554,755 shares are directly held by SCC I, 1,442,618 shares are directly held by SCC PTRS I and 1,943,150 shares are directly held by SCC PRIN I. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.¹
(9)	Aggregate amount beneficially owned by each reporting person 15,940,523¹
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
(11)	Percent of class represented by amount in Row (9) 29.1%²
(12)	Type of reporting person (see instructions) OO

¹	Represents shares of the Issuer’s Class B common shares. Each share of the Issuer’s Class B common shares is entitled to ten votes per share and is convertible at any time into one share of the Issuer’s Class A common shares.

²	The percentage is based upon 38,750,000 shares of the Issuer’s Class A common shares outstanding as reported by the Issuer in its final prospectus dated May 4, 2011.

SCHEDULE 13G


CUSIP No. 64118U108		Page 8 of 12 Pages


(1)	Names of reporting persons NAN PENG SHEN (“NS”)
(2)	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
(3)	SEC use only
(4)	Citizenship or place of organization HONG KONG SAR
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power 0
		(6)	Shared voting power 15,940,523 shares of which 12,554,755 shares are directly held by SCC I, 1,442,618 shares are directly held by SCC PTRS I and 1,943,150 shares are directly held by SCC PRIN I. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is wholly owned by SNP, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.¹
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 15,940,523 shares of which 12,554,755 shares are directly held by SCC I, 1,442,618 shares are directly held by SCC PTRS I and 1,943,150 shares are directly held by SCC PRIN I. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is wholly owned by SNP, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.¹
(9)	Aggregate amount beneficially owned by each reporting person 15,940,523¹
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
(11)	Percent of class represented by amount in Row (9) 29.1%²
(12)	Type of reporting person (see instructions) IN

¹	Represents shares of the Issuer’s Class B common shares. Each share of the Issuer’s Class B common shares is entitled to ten votes per share and is convertible at any time into one share of the Issuer’s Class A common shares.

²	The percentage is based upon 38,750,000 shares of the Issuer’s Class A common shares outstanding as reported by the Issuer in its final prospectus dated May 4, 2011.

SCHEDULE 13G


CUSIP No. 64118U108		Page 9 of 12 Pages

(a)

Name of Issuer: NetQin Mobile, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

No. 4 Building

11 Heping Li East Street

Dongcheng District

Beijing, 100013

The People’s Republic of China

ITEM 2.

(a)	Name of Persons Filing:

Sequoia Capital China I, L.P.

Sequoia Capital China Partners Fund I, L.P.

Sequoia Capital China Principals Fund I, L.P.

Sequoia Capital China Management I, L.P.

SC China Holding Limited

SNP China Enterprises Limited

Nan Peng Shen

SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I. SNP is the Director of, and wholly owns, SCC HOLD. NS is the Director of, and wholly owns SNP.

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

3000 Sand Hill Road, 4-250

Menlo Park, CA 94025

Citizenship:

SCC MGMT I, SCC I, SCC PTRS I, SCC PRIN I, SCC HOLD: Cayman Islands

SNP: British Virgin Islands

NS: Hong Kong SAR

(c)	Title of Class of Securities: Class A common shares

(d)	CUSIP Number: 64118U108

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:

NOT APPLICABLE

ITEM 4.

Ownership

SEE ROWS 5 THROUGH 11 OF COVER PAGES

SCHEDULE 13G


CUSIP No. 64118U108		Page 10 of 12 Pages

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

NOT APPLICABLE

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

NOT APPLICABLE

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

NOT APPLICABLE

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP

NOT APPLICABLE

ITEM 10.

CERTIFICATION

NOT APPLICABLE

SCHEDULE 13G


CUSIP No. 64118U108		Page 11 of 12 Pages

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: February 8, 2012

Sequoia Capital China I, L.P.

Sequoia Capital China Partners Fund I, L.P.

Sequoia Capital China Principals Fund I, L.P.

By: Sequoia Capital China Management I, L.P.,

a Cayman Islands exempted limited partnership

General Partner of Each

By: SC China Holding Limited, a Cayman Islands limited liability company

Its General Partner


		By:		/s/ Nan Peng Shen
		Nan Peng Shen

Sequoia Capital China Management I, L.P.,

a Cayman Islands exempted limited partnership

By: SC China Holding Limited, a Cayman Islands limited liability company

Its General Partner


		By:		/s/ Nan Peng Shen
		Nan Peng Shen

SC China Holding Limited, a Cayman Islands limited liability company


		By:		/s/ Nan Peng Shen
		Nan Peng Shen

SNP China Enterprises Limited


		By:		/s/ Nan Peng Shen
		Nan Peng Shen, Owner and Director

/s/ Nan Peng Shen

Nan Peng Shen

SCHEDULE 13G


CUSIP No. 64118U108		Page 12 of 12 Pages

EXHIBIT 1

AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree that the Schedule 13G relating to the Class A common shares of NetQin Mobile, Inc., and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Date: February 8, 2012


Sequoia Capital China I, L.P.
Sequoia Capital China Partners Fund I, L.P.
Sequoia Capital China Principals Fund I, L.P.

	By: Sequoia Capital China Management I, L.P.,
	a Cayman Islands exempted limited partnership
	General Partner of Each

	By: SC China Holding Limited, a Cayman Islands limited liability company
	Its General Partner

	By:	/s/ Nan Peng Shen
	Nan Peng Shen

Sequoia Capital China Management I, L.P.,
a Cayman Islands exempted limited partnership

	By: SC China Holding Limited, a Cayman Islands limited liability company
	Its General Partner

	By:	/s/ Nan Peng Shen
	Nan Peng Shen

SC China Holding Limited, a Cayman Islands limited liability company

	By:	/s/ Nan Peng Shen
	Nan Peng Shen

SNP China Enterprises Limited

	By:	/s/ Nan Peng Shen
	Nan Peng Shen, Owner and Director

/s/ Nan Peng Shen
Nan Peng Shen