UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CHINA ZENIX AUTO INTERNATIONAL LIMITED
(Name of Issuer)
American Depositary Shares, Each Representing Four Ordinary Shares
(Title of Class of Securities)
16951E104
(CUSIP Number)
December 31, 2012
(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 persons 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).
CUSIP No. 16951E104 | SCHEDULE 13G/A |
1. | Names of Reporting Persons
Richburg Holdings Limited |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
|
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3. | SEC Use Only
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4. | Citizenship or Place of Organization
British Virgin Islands |
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Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
|
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6. | Shared Voting Power
10,479,116 ordinary shares |
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7. | Sole Dispositive Power
|
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8. | Shared Dispositive Power
10,479,116 ordinary shares |
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9. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,479,116 ordinary shares |
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10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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¨ | ||||||
11. | Percent of Class Represented by Amount in Row (9)
5.1% |
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12. | Type of Reporting Person
CO |
Page 2 of 21 pages
CUSIP No. 16951E104 | SCHEDULE 13G/A |
1. | Names of Reporting Persons
RichWise Investment Financial Limited |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
|
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3. | SEC Use Only
|
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4. | Citizenship or Place of Organization
British Virgin Islands |
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Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
|
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6. | Shared Voting Power
10,479,116 ordinary shares |
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7. | Sole Dispositive Power
|
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8. | Shared Dispositive Power
10,479,116 ordinary shares |
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9. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,479,116 ordinary shares |
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10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨ | ||||||
11. | Percent of Class Represented by Amount in Row (9)
5.1% |
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12. | Type of Reporting Person
CO |
Page 3 of 21 pages
CUSIP No. 16951E104 | SCHEDULE 13G/A |
1. | Names of Reporting Persons
RichWise International Investment Group Limited |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
|
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3. | SEC Use Only
|
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4. | Citizenship or Place of Organization
British Virgin Islands |
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Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
|
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6. | Shared Voting Power
10,479,116 ordinary shares |
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7. | Sole Dispositive Power
|
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8. | Shared Dispositive Power
10,479,116 ordinary shares |
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9. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,479,116 ordinary shares |
|||||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨ | ||||||
11. | Percent of Class Represented by Amount in Row (9)
5.1% |
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12. | Type of Reporting Person
CO |
Page 4 of 21 pages
CUSIP No. 16951E104 | SCHEDULE 13G/A |
1. | Names of Reporting Persons
RichWise International Group Limited |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
|
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3. | SEC Use Only
|
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4. | Citizenship or Place of Organization
British Virgin Islands |
|||||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
|
||||||
6. | Shared Voting Power
10,479,116 ordinary shares |
|||||||
7. | Sole Dispositive Power
|
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8. | Shared Dispositive Power
10,479,116 ordinary shares |
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9. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,479,116 ordinary shares |
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10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨ | ||||||
11. | Percent of Class Represented by Amount in Row (9)
5.1% |
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12. | Type of Reporting Person
CO |
Page 5 of 21 pages
CUSIP No. 16951E104 | SCHEDULE 13G/A |
1. | Names of Reporting Persons
RichWise Capital International Limited |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
|
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3. | SEC Use Only
|
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4. | Citizenship or Place of Organization
British Virgin Islands |
|||||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
|
||||||
6. | Shared Voting Power
10,479,116 ordinary shares |
|||||||
7. | Sole Dispositive Power
|
|||||||
8. | Shared Dispositive Power
10,479,116 ordinary shares |
|||||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,479,116 ordinary shares |
|||||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨ | ||||||
11. | Percent of Class Represented by Amount in Row (9)
5.1% |
|||||||
12. | Type of Reporting Person
CO |
Page 6 of 21 pages
CUSIP No. 16951E104 | SCHEDULE 13G/A |
1. | Names of Reporting Persons
Fortune Dynamic Investment Limited |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
|
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3. | SEC Use Only
|
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4. | Citizenship or Place of Organization
British Virgin Islands |
|||||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
|
||||||
6. | Shared Voting Power
10,479,116 ordinary shares |
|||||||
7. | Sole Dispositive Power
|
|||||||
8. | Shared Dispositive Power
10,479,116 ordinary shares |
|||||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,479,116 ordinary shares |
|||||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨ | ||||||
11. | Percent of Class Represented by Amount in Row (9)
5.1% |
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12. | Type of Reporting Person
CO |
Page 7 of 21 pages
CUSIP No. 16951E104 | SCHEDULE 13G/A |
1. | Names of Reporting Persons
IMV & Associates, Ltd. |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
|
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3. | SEC Use Only
|
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4. | Citizenship or Place of Organization
British Virgin Islands |
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Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
|
||||||
6. | Shared Voting Power
10,479,116 ordinary shares |
|||||||
7. | Sole Dispositive Power
|
|||||||
8. | Shared Dispositive Power
10,479,116 ordinary shares |
|||||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,479,116 ordinary shares |
|||||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨ | ||||||
11. | Percent of Class Represented by Amount in Row (9)
5.1% |
|||||||
12. | Type of Reporting Person
CO |
Page 8 of 21 pages
CUSIP No. 16951E104 | SCHEDULE 13G/A |
1. | Names of Reporting Persons
Yuanzhe Huang |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
|
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3. | SEC Use Only
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4. | Citizenship or Place of Organization
Peoples Republic of China |
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Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
|
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6. | Shared Voting Power
10,479,116 ordinary shares |
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7. | Sole Dispositive Power
|
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8. | Shared Dispositive Power
10,479,116 ordinary shares |
|||||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,479,116 ordinary shares |
|||||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨ | ||||||
11. | Percent of Class Represented by Amount in Row (9)
5.1% |
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12. | Type of Reporting Person
IN |
Page 9 of 21 pages
CUSIP No. 16951E104 | SCHEDULE 13G/A |
1. | Names of Reporting Persons
Jinlei Shi |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
|
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3. | SEC Use Only
|
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4. | Citizenship or Place of Organization
Peoples Republic of China |
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Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
|
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6. | Shared Voting Power
10,479,116 ordinary shares |
|||||||
7. | Sole Dispositive Power
|
|||||||
8. | Shared Dispositive Power
10,479,116 ordinary shares |
|||||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,479,116 ordinary shares |
|||||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨ | ||||||
11. | Percent of Class Represented by Amount in Row (9)
5.1% |
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12. | Type of Reporting Person
IN |
Page 10 of 21 pages
CUSIP No. 16951E104 | SCHEDULE 13G/A |
1. | Names of Reporting Persons
Jia Yao |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
|
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3. | SEC Use Only
|
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4. | Citizenship or Place of Organization
Peoples Republic of China |
|||||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
|
||||||
6. | Shared Voting Power
10,479,116 ordinary shares |
|||||||
7. | Sole Dispositive Power
|
|||||||
8. | Shared Dispositive Power
10,479,116 ordinary shares |
|||||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,479,116 ordinary shares |
|||||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨ | ||||||
11. | Percent of Class Represented by Amount in Row (9)
5.1% |
|||||||
12. | Type of Reporting Person
IN |
Page 11 of 21 pages
Item 1.
(a) Name of Issuer
China Zenix Auto International Limited (the Company)
(b) Address of Issuers Principal Executive Offices
No. 1608, North Circle Road State Highway, Zhangzhou, Fujian Province 363000, Peoples Republic of China
Item 2.
Richburg Holdings Limited
(a) Name of Person Filing
Richburg Holdings Limited
(b) Address of Principal Business Office or, if None, Residence
P.O. Box 957, Offshore Incorporations Center, Road Town, Tortola, British Virgin Islands
(c) Citizenship
British Virgin Islands
(d) Title of Class of Securities
American depositary shares (ADSs), each representing four ordinary shares, par value US$0.0001 each
(e) CUSIP Number
16951E104
Note: | The CUSIP number is for the ADSs evidencing the ordinary shares in respect of which this report is made, which are held on deposit pursuant to the issuers depository receipt program. |
RichWise Investment Financial Limited
(a) Name of Person Filing
RichWise Investment Financial Limited
(b) Address of Principal Business Office or, if None, Residence
Sea Meadow House, Blackburne Highway, Road Town, Tortola, British Virgin Islands
(c) Citizenship
British Virgin Islands
Page 12 of 21 pages
(d) Title of Class of Securities
ADSs, each representing four ordinary shares, par value US$0.0001 each
(e) CUSIP Number
16951E104
RichWise International Investment Group Limited
(a) Name of Person Filing
RichWise International Investment Group Limited
(b) Address of Principal Business Office or, if None, Residence
Sea Meadow House, Blackburne Highway, Road Town, Tortola, British Virgin Islands
(c) Citizenship
British Virgin Islands
(d) Title of Class of Securities
ADSs, each representing four ordinary shares, par value US$0.0001 each
(e) CUSIP Number
16951E104
RichWise International Group Limited
(a) Name of Person Filing
RichWise International Group Limited
(b) Address of Principal Business Office or, if None, Residence
OMC Chambers, P.O. Box 3152, Road Town, Tortola, British Virgin Islands
(c) Citizenship
British Virgin Islands
(d) Title of Class of Securities
ADSs, each representing four ordinary shares, par value US$0.0001 each
(e) CUSIP Number
16951E104
Page 13 of 21 pages
RichWise Capital International Limited
(a) Name of Person Filing
RichWise Capital International Limited
(b) Address of Principal Business Office or, if None, Residence
Mill Mall Tower, 2nd Floor, Wickhams Cay 1, P.O. Box 4406, Road Town, Tortola, British Virgin Islands
(c) Citizenship
British Virgin Islands
(d) Title of Class of Securities
ADSs, each representing four ordinary shares, par value US$0.0001 each
(e) CUSIP Number
16951E104
Fortune Dynamic Investment Limited
(a) Name of Person Filing
Fortune Dynamic Investment Limited
(b) Address of Principal Business Office or, if None, Residence
Sea Meadow House, Blackburne Highway, Road Town, Tortola, British Virgin Islands
(c) Citizenship
British Virgin Islands
(d) Title of Class of Securities
ADSs, each representing four ordinary shares, par value US$0.0001 each
(e) CUSIP Number
16951E104
IMV & Associates, Ltd.
(a) Name of Person Filing
IMV & Associates, Ltd.
(b) Address of Principal Business Office or, if None, Residence
Mill Mall Tower, 2nd Floor, Wickhams Cay 1, P.O. Box 4406, Road Town, Tortola, British Virgin Islands
Page 14 of 21 pages
(c) Citizenship
British Virgin Islands
(d) Title of Class of Securities
ADSs, each representing four ordinary shares, par value US$0.0001 each
(e) CUSIP Number
16951E104
Yuanzhe Huang
(a) Name of Person Filing
Yuanzhe Huang
(b) Address of Principal Business Office or, if None, Residence
Room 4101, Landmark, 4028 Jintian Road, Futian District, Shenzhen 518035, Peoples Republic of China
(c) Citizenship
Peoples Republic of China
(d) Title of Class of Securities
ADSs, each representing four ordinary shares, par value US$0.0001 each
(e) CUSIP Number
16951E104
Jinlei Shi
(a) Name of Person Filing
Jinlei Shi
(b) Address of Principal Business Office or, if None, Residence
Room 4101, Landmark, 4028 Jintian Road, Futian District, Shenzhen 518035, Peoples Republic of China
(c) Citizenship
Peoples Republic of China
Page 15 of 21 pages
(d) Title of Class of Securities
ADSs, each representing four ordinary shares, par value US$0.0001 each
(e) CUSIP Number
16951E104
Jia Yao
(a) Name of Person Filing
Jia Yao
(b) Address of Principal Business Office or, if None, Residence
45 Coorara Ave., Payneham, South Adelaide, 5070, Australia
(c) Citizenship
Peoples Republic of China
(d) Title of Class of Securities
ADSs, each representing four ordinary shares, par value US$0.0001 each
(e) CUSIP Number
16951E104
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable
Item 4. Ownership.
Each of the undersigned reporting persons may be deemed to beneficially own, and have shared power to vote or direct the vote and to dispose or direct the disposition of, 2,619,779 ADSs (which represent 10,479,116 ordinary shares), representing 5.1% of the Companys ordinary shares (based on 206,440,000 ordinary shares outstanding as of December 31, 2012).
Richburg Holdings Limited is the record holder of 2,619,779 ADSs (which represent 10,479,116 ordinary shares). Richburg Holdings Limited is a company incorporated under the laws of the British Virgin Islands and is jointly owned by (i) RichWise Investment Financial Limited, a British Virgin Islands company owned by Mr. Yuanzhe Huang and RichWise International Investment Group Limited, a British Virgin Islands company wholly-owned by RichWise International Group Limited, a British Virgins Islands company wholly-owned by Mr. Jinlei Shi, (ii) RichWise Capital International Limited, a British Virgins Islands company owned by RichWise International Group Limited, Fortune Dynamic Investment Limited, a British Virgin Islands company wholly-owned by Mr. Yuanzhe Huang, and IMV & Associates, Ltd., a British Virgin Islands company wholly-owned by Mr. Jia Yao, and (iii) IMV & Associates, Ltd.
Page 16 of 21 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
Page 17 of 21 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.
Richburg Holdings Limited |
January 22, 2013 |
Date |
/s/ Jinlei Shi |
Signature |
Jinlei Shi, Director |
Name/Title |
RichWise Investment Financial Limited |
January 22, 2013 |
Date |
/s/ Jinlei Shi |
Signature |
Jinlei Shi, Director |
Name/Title |
RichWise International Investment Group Limited |
January 22, 2013 |
Date |
/s/ Jinlei Shi |
Signature |
Jinlei Shi, Director |
Name/Title |
Page 18 of 21 pages
RichWise International Group Limited |
January 22, 2013 |
Date |
/s/ Jinlei Shi |
Signature |
Jinlei Shi, Director |
Name/Title |
RichWise Capital International Limited |
January 22, 2013 |
Date |
/s/ Jinlei Shi |
Signature |
Jinlei Shi, Director |
Name/Title |
Fortune Dynamic Investment Limited |
January 22, 2013 |
Date |
/s/ Yuanzhe Huang |
Signature |
Yuanzhe Huang, Director |
Name/Title |
Page 19 of 21 pages
IMV & Associates, Ltd. |
January 22, 2013 |
Date |
/s/ George Shalchu Geh |
Signature |
George Shalchu Geh, Director |
Name/Title |
Yuanzhe Huang |
January 22, 2013 |
Date |
/s/ Yuanzhe Huang |
Signature |
Yuanzhe Huang |
Name/Title |
Jinlei Shi |
January 22, 2013 |
Date |
/s/ Jinlei Shi |
Signature |
Jinlei Shi |
Name/Title |
Page 20 of 21 pages
Jia Yao |
January 22, 2013 |
Date |
/s/ Jia Yao |
Signature |
Jia Yao |
Name/Title |
Page 21 of 21 pages