0001104659-12-009749.txt : 20120214 0001104659-12-009749.hdr.sgml : 20120214 20120214161247 ACCESSION NUMBER: 0001104659-12-009749 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: BO FENG GROUP MEMBERS: CEYUAN VENTURES ADVISORS FUND, LLC GROUP MEMBERS: CEYUAN VENTURES MANAGEMENT, LLC GROUP MEMBERS: CHRISTOPHER WALKER WADSWORTH 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: 12609893 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: Ceyuan Venturse I, L.P. CENTRAL INDEX KEY: 0001542295 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 010-842177969 MAIL ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 SC 13G 1 a12-4836_1sc13g.htm SC 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, $0.0001 par value per share

(Title of Class of Securities)

64118U108

(CUSIP Number)

December 31, 2011

(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)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

 

1

Names of Reporting Persons
Ceyuan Ventures I, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(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 Shares

 

6

Shared Voting Power
26,974,092 (2)

 

7

Sole Dispositive Power
0 Shares

 

8

Shared Dispositive Power
26,974,092 (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
26,974,092 (2)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
43.0% (3)

 

 

12

Type of Reporting Person
PN

 

(1)   This Schedule 13G is filed by Ceyuan Ventures I, L.P. (“CV I”), Ceyuan Ventures Advisors Fund, LLC (“CVAF”), Ceyuan Ventures Management, LLC (“CVM,” together with CV I and CVAF, collectively, the “Ceyuan Entities”), Christopher Walker Wadsworth (“Wadsworth”) and Bo Feng (“Feng,” together with Wadsworth and the Ceyuan Entities, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. CVM serves as the sole general partner of CV I and is the sole voting Class B Ordinary Shareholder of CVAF and may be deemed to own beneficially the shares held by CV I and CVAF. Messrs. Wadsworth and Feng are Executive Managing Directors of CVM  and exercise shared voting and investment control over the shares held by the CV I and CVAF and may be deemed to own beneficially the shares held by CV I and CVAF. CVM, Wadsworth and Feng own no securities of the Issuer directly.

(2)   Represents 26,947,092 Class B Common Shares held by the Ceyuan Entities.  Each Class B Common Share is convertible at the option of the holder into one Class A Common Share.  Each ADS reflects five Class A Common Shares.  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.

(3)   The percentage is based upon 35,714,290 shares of the Issuer’s Class A Common Shares outstanding as reported by the Issuer in its final prospectus dated May 4, 2011 and 26,974,092 shares of Class B Common Shares held by the Reporting Persons that are convertible at the option of the holder into Class A Common Shares.   The Reporting Person holds 11.9% of the total outstanding shares of common stock of the Issuer as reported by the Issuer in its final prospectus dated May 4, 2011.

 

2


 

 

1

Names of Reporting Persons
Ceyuan Ventures Advisors Fund, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(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 Shares

 

6

Shared Voting Power
26,974,092 (2)

 

7

Sole Dispositive Power
0 Shares

 

8

Shared Dispositive Power
26,974,092 (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
26,974,092 (2)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
43.0% (3)

 

 

12

Type of Reporting Person
OO

 

(1)   This Schedule 13G is filed by Ceyuan Ventures I, L.P. (“CV I”), Ceyuan Ventures Advisors Fund, LLC (“CVAF”), Ceyuan Ventures Management, LLC (“CVM,” together with CV I and CVAF, collectively, the “Ceyuan Entities”), Christopher Walker Wadsworth (“Wadsworth”) and Bo Feng (“Feng,” together with Wadsworth and the Ceyuan Entities, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. CVM serves as the sole general partner of CV I and is the sole voting Class B Ordinary Shareholder of CVAF and may be deemed to own beneficially the shares held by CV I and CVAF. Messrs. Wadsworth and Feng are Executive Managing Directors of CVM and exercise shared voting and investment control over the shares held by the CV I and CVAF and may be deemed to own beneficially the shares held by CV I and CVAF. CVM, Wadsworth and Feng own no securities of the Issuer directly.

(2)   Represents 26,947,092 Class B Common Shares held by the Ceyuan Entities.  Each Class B Common Share is convertible at the option of the holder into one Class A Common Share.  Each ADS reflects five Class A Common Shares.  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.

(3)   The percentage is based upon 35,714,290 shares of the Issuer’s Class A Common Shares outstanding as reported by the Issuer in its final prospectus dated May 4, 2011 and 26,974,092 shares of Class B Common Shares held by the Reporting Persons that are convertible at the option of the holder into Class A Common Shares.   The Reporting Person holds 11.9% of the total outstanding shares of common stock of the Issuer as reported by the Issuer in its final prospectus dated May 4, 2011.

 

3


 

 

1

Names of Reporting Persons
Ceyuan Ventures Management, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(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 Shares

 

6

Shared Voting Power
26,974,092 (2)

 

7

Sole Dispositive Power
0 Shares

 

8

Shared Dispositive Power
26,974,092 (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
26,974,092 (2)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
43.0% (3)

 

 

12

Type of Reporting Person
OO

 

(1)   This Schedule 13G is filed by Ceyuan Ventures I, L.P. (“CV I”), Ceyuan Ventures Advisors Fund, LLC (“CVAF”), Ceyuan Ventures Management, LLC (“CVM,” together with CV I and CVAF, collectively, the “Ceyuan Entities”), Christopher Walker Wadsworth (“Wadsworth”) and Bo Feng (“Feng,” together with Wadsworth and the Ceyuan Entities, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. CVM serves as the sole general partner of CV I and is the sole voting Class B Ordinary Shareholder of CVAF and may be deemed to own beneficially the shares held by CV I and CVAF. Messrs. Wadsworth and Feng are Executive Managing Directors of CVM and exercise shared voting and investment control over the shares held by the CV I and CVAF and may be deemed to own beneficially the shares held by CV I and CVAF. CVM, Wadsworth and Feng own no securities of the Issuer directly.

(2)   Represents 26,947,092 Class B Common Shares held by the Ceyuan Entities.  Each Class B Common Share is convertible at the option of the holder into one Class A Common Share.  Each ADS reflects five Class A Common Shares.  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.

(3)   The percentage is based upon 35,714,290 shares of the Issuer’s Class A Common Shares outstanding as reported by the Issuer in its final prospectus dated May 4, 2011 and 26,974,092 shares of Class B Common Shares held by the Reporting Persons that are convertible at the option of the holder into Class A Common Shares.   The Reporting Person holds 11.9% of the total outstanding shares of common stock of the Issuer as reported by the Issuer in its final prospectus dated May 4, 2011.

 

4


 

 

1

Names of Reporting Persons
Christopher Walker Wadsworth

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0 Shares

 

6

Shared Voting Power
26,974,092 (2)

 

7

Sole Dispositive Power
0 Shares

 

8

Shared Dispositive Power
26,974,092 (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
26,974,092 (2)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
43.0% (3)

 

 

12

Type of Reporting Person
IN

 

(1)   This Schedule 13G is filed by Ceyuan Ventures I, L.P. (“CV I”), Ceyuan Ventures Advisors Fund, LLC (“CVAF”), Ceyuan Ventures Management, LLC (“CVM,” together with CV I and CVAF, collectively, the “Ceyuan Entities”), Christopher Walker Wadsworth (“Wadsworth”) and Bo Feng (“Feng,” together with Wadsworth and the Ceyuan Entities, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. CVM serves as the sole general partner of CV I and is the sole voting Class B Ordinary Shareholder of CVAF and may be deemed to own beneficially the shares held by CV I and CVAF. Messrs. Wadsworth and Feng are Executive Managing Directors of CVM and exercise shared voting and investment control over the shares held by the CV I and CVAF and may be deemed to own beneficially the shares held by CV I and CVAF. CVM, Wadsworth and Feng own no securities of the Issuer directly.

(2)   Represents 26,947,092 Class B Common Shares held by the Ceyuan Entities.  Each Class B Common Share is convertible at the option of the holder into one Class A Common Share.  Each ADS reflects five Class A Common Shares.  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.

(3)   The percentage is based upon 35,714,290 shares of the Issuer’s Class A Common Shares outstanding as reported by the Issuer in its final prospectus dated May 4, 2011 and 26,974,092 shares of Class B Common Shares held by the Reporting Persons that are convertible at the option of the holder into Class A Common Shares.   The Reporting Person holds 11.9% of the total outstanding shares of common stock of the Issuer as reported by the Issuer in its final prospectus dated May 4, 2011.

 

5


 

 

1

Names of Reporting Persons
Bo Feng

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Hong Kong

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0 Shares

 

6

Shared Voting Power
26,974,092 (2)

 

7

Sole Dispositive Power
0 Shares

 

8

Shared Dispositive Power
26,974,092 (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
26,974,092 (2)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
43.0% (3)

 

 

12

Type of Reporting Person
IN

 

(1)   This Schedule 13G is filed by Ceyuan Ventures I, L.P. (“CV I”), Ceyuan Ventures Advisors Fund, LLC (“CVAF”), Ceyuan Ventures Management, LLC (“CVM,” together with CV I and CVAF, collectively, the “Ceyuan Entities”), Christopher Walker Wadsworth (“Wadsworth”) and Bo Feng (“Feng,” together with Wadsworth and the Ceyuan Entities, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. CVM serves as the sole general partner of CV I and is the sole voting Class B Ordinary Shareholder of CVAF and may be deemed to own beneficially the shares held by CV I and CVAF. Messrs. Wadsworth and Feng are Executive Managing Directors of CVM and exercise shared voting and investment control over the shares held by the CV I and CVAF and may be deemed to own beneficially the shares held by CV I and CVAF. CVM, Wadsworth and Feng own no securities of the Issuer directly.

(2)   Represents 26,947,092 Class B Common Shares held by the Ceyuan Entities.  Each Class B Common Share is convertible at the option of the holder into one Class A Common Share.  Each ADS reflects five Class A Common Shares.  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.

(3)   The percentage is based upon 35,714,290 shares of the Issuer’s Class A Common Shares outstanding as reported by the Issuer in its final prospectus dated May 4, 2011 and 26,974,092 shares of Class B Common Shares held by the Reporting Persons that are convertible at the option of the holder into Class A Common Shares.   The Reporting Person holds 11.9% of the total outstanding shares of common stock of the Issuer as reported by the Issuer in its final prospectus dated May 4, 2011.

 

6


 

Item 1(a).

 

Name of Issuer:
NetQin Mobile, Inc.

Item 1(b).

 

Address of Issuer’s Principal Executive Offices:
No. 4 Building

11 Heping Li East Street

Dongcheng District

Beijing, 100012

The People’s Republic of China

 

Item 2(a).

 

Name of Person Filing:
This Schedule 13G is being jointly filed by:

 

Ceyuan Ventures I, L.P. (“CV I”)

Ceyuan Ventures Advisors Fund, LLC (“CVAF”)

Ceyuan Ventures Management, LLC (“CVM”)

Christopher Walker Wadsworth (“Wadsworth”)

Bo Feng (“Feng”)

Item 2(b).

 

Address of Principal Business Office, or, if none, Residence:
Ceyuan Ventures Management,LLC

c/o Maples Corporate Services Limited

P.O. Box 309, Ugland House

Grand Cayman, KY1-1104, Cayman Islands

Item 2(c).

 

Citizenship:

 

 

 

CV I

-

Cayman Islands exempted limited partnership

 

 

CVAF

-

Cayman Islands exempted limited company

 

 

CVM

-

Cayman Islands exempted limited company

 

 

Wadsworth

-

United State of America

 

 

Feng

-

Hong Kong

 

Item 2(d).

 

Title of Class of Securities:
Class A common stock.  Each Class B Common Share is convertible at the option of the holder into one Class A Common Share.

Item 2(e).

 

CUSIP No.:
64118U108

 

Item 3.

Not Applicable.

 

7


 

Item 4.

Ownership

 

Ceyuan Entity

 

Shares Held
Directly

 

Sole
Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Beneficial
Ownership

 

Percentage
of Class

 

CV I

 

25,814,206

 

0

 

26,947,092

 

0

 

26,947,092

 

26,947,092

 

43.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CVAF

 

1,159,886

 

0

 

26,947,092

 

0

 

26,947,092

 

26,947,092

 

43.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CVM

 

0

 

0

 

26,947,092

 

0

 

26,947,092

 

26,947,092

 

43.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wadsworth

 

0

 

0

 

26,947,092

 

0

 

26,947,092

 

26,947,092

 

43.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Feng

 

0

 

0

 

26,947,092

 

0

 

26,947,092

 

26,947,092

 

43.0

%

 

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable

 

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.

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 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.

 

8


 

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 14, 2012

 

 

Ceyuan Ventures I, L.P.

 

 

 

By: Ceyuan Ventures Management, LLC

 

Its: General Partner

 

 

 

By:

 /s/ Ceyuan Ventures I, L.P

 

 

 

 

 

Ceyuan Ventures Advisors Fund, LLC

 

 

 

By: Ceyuan Ventures Management, LLC

 

Its: Class B Shareholder

 

 

 

By:

 /s/ Ceyuan Ventures Advisors Fund, LLC

 

 

 

 

 

Ceyuan Ventures Management, LLC

 

 

 

 

 

By:

 /s/ Ceyuan Ventures Management, LLC

 

 

 

 

 

/s/ Christopher Walker Wadsworth

 

Christopher Walker Wadsworth

 

 

 

 

 

/s/ Bo Feng

 

Bo Feng

 

9


 

EXHIBIT INDEX

 

Exhibit No.

 

 

 

 

 

99.1

 

Agreement pursuant to 13d-1(k)(1) among Ceyuan Ventures I, L.P., Ceyuan Ventures Advisors Fund, LLC, Ceyuan Ventures Management, LLC, Christopher Walker Wadsworth and Bo Feng.

 

10

 EX-99.1 2 a12-4836_1ex99d1.htm EX-99.1

Exhibit 99.1

 

AGREEMENT

 

Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

 

Dated: February 14, 2012

 

 

Ceyuan Ventures I, L.P.

 

 

 

By: Ceyuan Ventures Management, LLC

 

Its: General Partner

 

 

 

By:

 /s/ Ceyuan Ventures I, L.P.

 

 

 

 

 

Ceyuan Ventures Advisors Fund, LLC

 

 

 

By: Ceyuan Ventures Management, LLC

 

Its: Class B Shareholder

 

 

 

By:

 /s/ Ceyuan Ventures Advisors Fund, LLC

 

 

 

 

 

Ceyuan Ventures Management, LLC

 

 

 

 

 

By:

/s/ Ceyuan Ventures Management, LLC

 

 

 

 

 

/s/ Christopher Walker Wadsworth

 

Christopher Walker Wadsworth

 

 

 

 

 

/s/ Bo Feng

 

Bo Feng