UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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RDA MICROELECTRONICS, INC.
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(Name of Issuer)
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Ordinary Shares, Par Value US$0.01 Per Share (“Ordinary Shares”) and
American Depositary Shares (“ADSs”)1
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(Title of Class of Securities)
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749394 1022
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(CUSIP Number)
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December 31, 2013
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
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*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.
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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).
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CUSIP No.
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749394 102
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1.
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Names of Reporting Persons
IDG-Accel China Growth Fund L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3.
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SEC Use Only
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4.
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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.
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Sole Voting Power
11,563,796 Ordinary Shares and 1,743,323 ADSs, each representing six Ordinary Shares(1)
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6.
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Shared Voting Power
2,363,174 Ordinary Shares and 356,267 ADSs, each representing six Ordinary Shares(2)
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7.
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Sole Dispositive Power
11,563,796 Ordinary Shares and 1,743,323 ADSs, each representing six Ordinary Shares(1)
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8.
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Shared Dispositive Power
2,363,174 Ordinary Shares and 356,267 ADSs, each representing six Ordinary Shares(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
13,926,970 Ordinary Shares and 2,099,590 ADSs, each representing six Ordinary Shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
9.5%(3)
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12.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No.
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749394 102
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1.
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Names of Reporting Persons
IDG-Accel China Growth Fund-A L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3.
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SEC Use Only
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4.
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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.
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Sole Voting Power
2,363,174 Ordinary Shares and 356,267 ADSs, each representing six Ordinary Shares(1)
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6.
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Shared Voting Power
11,563,796 Ordinary Shares and 1,743,323 ADSs, each representing six Ordinary Shares(2)
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7.
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Sole Dispositive Power
2,363,174 Ordinary Shares and 356,267 ADSs, each representing six Ordinary Shares(1)
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8.
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Shared Dispositive Power
11,563,796 Ordinary Shares and 1,743,323 ADSs, each representing six Ordinary Shares(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
13,926,970 Ordinary Shares and 2,099,590 ADSs, each representing six Ordinary Shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
9.5%(3)
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12.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No.
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749394 102
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1.
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Names of Reporting Persons
IDG-Accel China Growth Fund Associates L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3.
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SEC Use Only
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4.
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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.
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Sole Voting Power
13,926,970 Ordinary Shares and 2,099,590 ADSs, each representing six Ordinary Shares(1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
13,926,970 Ordinary Shares and 2,099,590 ADSs, each representing six Ordinary Shares(1)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
13,926,970 Ordinary Shares and 2,099,590 ADSs, each representing six Ordinary Shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
9.5%(2)
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12.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No.
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749394 102
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1.
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Names of Reporting Persons
IDG-Accel China Growth Fund GP Associates Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3.
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SEC Use Only
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4.
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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.
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Sole Voting Power
13,926,970 Ordinary Shares and 2,099,590 ADSs, each representing six Ordinary Shares(1)
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6.
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Shared Voting Power
0
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|||
7.
|
Sole Dispositive Power
13,926,970 Ordinary Shares and 2,099,590 ADSs, each representing six Ordinary Shares(1)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
13,926,970 Ordinary Shares and 2,099,590 ADSs, each representing six Ordinary Shares
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10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
9.5%(2)
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12.
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Type of Reporting Person (See Instructions)
CO
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CUSIP No.
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749394 102
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1.
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Names of Reporting Persons
IDG-Accel China Investors L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3.
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SEC Use Only
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4.
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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.
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Sole Voting Power
1,077,307 Ordinary Shares and 162,410 ADSs, each representing six Ordinary Shares(1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
1,077,307 Ordinary Shares and 162,410 ADSs, each representing six Ordinary Shares(1)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,077,307 Ordinary Shares and 162,410 ADSs, each representing six Ordinary Shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
0.7%(2)
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12.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No.
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749394 102
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1.
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Names of Reporting Persons
IDG-Accel China Investors Associates Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3.
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SEC Use Only
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4.
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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.
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Sole Voting Power
1,077,307 Ordinary Shares and 162,410 ADSs, each representing six Ordinary Shares(1)
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6.
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Shared Voting Power
0
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|||
7.
|
Sole Dispositive Power
1,077,307 Ordinary Shares and 162,410 ADSs, each representing six Ordinary Shares(1)
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8.
|
Shared Dispositive Power
0
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|||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,077,307 Ordinary Shares and 162,410 ADSs, each representing six Ordinary Shares
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10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
0.7%(2)
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12.
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Type of Reporting Person (See Instructions)
CO
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CUSIP No.
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749394 102
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1.
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Names of Reporting Persons
Quan Zhou
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
The United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
15,004,277 Ordinary Shares and 2,262,000 ADSs, each representing six Ordinary Shares(1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
15,004,277 Ordinary Shares and 2,262,000 ADSs, each representing six Ordinary Shares(1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
15,004,277 Ordinary Shares and 2,262,000 ADSs, each representing six Ordinary Shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
10.3%(2)
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12.
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Type of Reporting Person (See Instructions)
IN
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CUSIP No.
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749394 102
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1.
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Names of Reporting Persons
Chi Sing Ho
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
15,004,277 Ordinary Shares and 2,262,000 ADSs, each representing six Ordinary Shares (1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
15,004,277 Ordinary Shares and 2,262,000 ADSs, each representing six Ordinary Shares (1)
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9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
15,004,277 Ordinary Shares and 2,262,000 ADSs, each representing six Ordinary Shares
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10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
10.3%(2)
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12.
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Type of Reporting Person (See Instructions)
IN
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1.
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IDG-Accel China Growth Fund L.P.
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2.
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IDG-Accel China Growth Fund-A L.P.
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3.
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IDG-Accel China Growth Fund Associates L.P.
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4.
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IDG-Accel China Growth Fund GP Associates Ltd.
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5.
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IDG-Accel China Investors L.P.
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6.
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IDG-Accel China Investors Associates Ltd.
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7.
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Quan Zhou
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8.
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Chi Sing Ho
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(a)
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o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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o An employee benefit plan or endowment fund in accordance with Rule 13d–1(b)(1)(ii)(F);
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(g)
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o A parent holding company or control person in accordance with Rule 13d–1(b)(1)(ii)(G);
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(h)
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o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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o Group, in accordance with Rule 13d–1(b)(1)(ii)(K).
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IDG-ACCEL CHINA GROWTH FUND L.P.
By: IDG-Accel China Growth Fund Associates L.P.,
its General Partner
By: IDG-Accel China Growth Fund GP Associates Ltd.,
its General Partner
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By:
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/s/ Quan ZHOU
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Name: Quan ZHOU
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Title: Authorized Signatory
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IDG-ACCEL CHINA GROWTH FUND-A L.P.
By: IDG-Accel China Growth Fund Associates L.P.,
its General Partner
By: IDG-Accel China Growth Fund GP Associates Ltd.,
its General Partner
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By:
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/s/ Quan ZHOU
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Name: Quan ZHOU
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Title: Authorized Signatory
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IDG-ACCEL CHINA INVESTORS L.P.
By: IDG-Accel China Investors Associates Ltd.,
its General Partner
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By:
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/s/ Quan ZHOU
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Name: Quan ZHOU
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Title: Authorized Signatory
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IDG-ACCEL CHINA GROWTH FUND L.P.
By: IDG-Accel China Growth Fund Associates L.P.,
its General Partner
By: IDG-Accel China Growth Fund GP Associates Ltd.,
its General Partner
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By:
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/s/ Quan ZHOU
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Name: Quan ZHOU
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Title: Authorized Signatory
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IDG-ACCEL CHINA GROWTH FUND-A L.P.
By: IDG-Accel China Growth Fund Associates L.P.,
its General Partner
By: IDG-Accel China Growth Fund GP Associates Ltd.,
its General Partner
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By:
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/s/ Quan ZHOU
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Name: Quan ZHOU
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Title: Authorized Signatory
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IDG-ACCEL CHINA INVESTORS L.P.
By: IDG-Accel China Investors Associates Ltd.,
its General Partner
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By:
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/s/ Quan ZHOU
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Name: Quan ZHOU
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Title: Authorized Signatory
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IDG-ACCEL CHINA GROWTH FUND ASSOCIATES L.P.
By: IDG-Accel China Growth Fund GP Associates Ltd.,
its General Partner
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By:
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/s/ Quan ZHOU
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Name: Quan ZHOU
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Title: Authorized Signatory
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IDG-ACCEL CHINA GROWTH FUND GP ASSOCIATES LTD.
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By:
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/s/ Quan ZHOU
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Name: Quan ZHOU
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Title: Authorized Signatory
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IDG-ACCEL CHINA INVESTORS ASSOCIATES LTD.
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By:
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/s/ Quan ZHOU
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Name: Quan ZHOU
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Title: Authorized Signatory
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QUAN ZHOU
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By:
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/s/ Quan ZHOU
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CHI SING HO
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By:
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/s/ Chi Sing Ho
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