0000950103-11-001466.txt : 20110421 0000950103-11-001466.hdr.sgml : 20110421 20110421144924 ACCESSION NUMBER: 0000950103-11-001466 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110421 DATE AS OF CHANGE: 20110421 GROUP MEMBERS: RBS HOLDINGS N.V. GROUP MEMBERS: RFS HOLDINGS B.V. GROUP MEMBERS: THE ROYAL BANK OF SCOTLAND N.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China CGame, Inc. CENTRAL INDEX KEY: 0001287668 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 510501250 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82076 FILM NUMBER: 11773199 BUSINESS ADDRESS: STREET 1: NO.801 WUZHONG ROAD, RESEARCH BUILDING STREET 2: CHANGZHOU SCIENCE & EDUCATION IND PARK CITY: WUJIN DISTRICT,CHANGZHOU, JIAN STATE: F4 ZIP: 213164 BUSINESS PHONE: 86-519-86339908 MAIL ADDRESS: STREET 1: NO.801 WUZHONG ROAD, RESEARCH BUILDING STREET 2: CHANGZHOU SCIENCE & EDUCATION IND PARK CITY: WUJIN DISTRICT,CHANGZHOU, JIAN STATE: F4 ZIP: 213164 FORMER COMPANY: FORMER CONFORMED NAME: China Architectural Engineering, Inc. DATE OF NAME CHANGE: 20061129 FORMER COMPANY: FORMER CONFORMED NAME: SRKP 1 INC DATE OF NAME CHANGE: 20040417 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL BANK OF SCOTLAND GROUP PLC CENTRAL INDEX KEY: 0000844150 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: GOGARBURN STREET 2: PO BOX 1000 CITY: EDINBURGH, SCOTLAND STATE: X0 ZIP: EH12 1HQ BUSINESS PHONE: 441315568555 MAIL ADDRESS: STREET 1: GOGARBURN STREET 2: PO BOX 1000 CITY: EDINBURGH, SCOTLAND STATE: X0 ZIP: EH12 1HQ SC 13G/A 1 dp22149_sc13ga.htm FORM SC13G/A
 
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
(Rule 13d-102)
 
Information to Be Included in Statements Filed Pursuant to Rules 13d-1 (b), (c), and (d)
and Amendments Thereto Filed Pursuant to Rule 13d-2
 
(Amendment No. 4)*


China Cgame, Inc. (formerly China Architectural Engineering Inc)
(Name of Issuer)
 
 
Common Stock USD 0.001
(Title of Class of Securities)
 
 
16946P107
(CUSIP Number)
 
 
April 10, 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:
 
 
x Rule 13d-1(c)
 
o 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).
 
 
 
Page 1 of 10
 
 
 
CUSIP No.  16946P107
 13G
 
 
1
NAME OF REPORTING PERSONS
 
The Royal Bank of Scotland N.V.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)
o
 
(b)
o
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Country of Origin:  The Netherlands                                                               Registered:  The Netherlands
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
 
 
6
SHARED VOTING POWER
 
936,359
7 
SOLE DISPOSITIVE POWER
 
 
8
SHARED DISPOSITIVE POWER
 
936,359
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
936,359
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.67%
  
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
  
 
 
 
 
Page 2 of 10
 
 
CUSIP No.  16946P107
 13G
 
 
1
NAME OF REPORTING PERSONS
 
RBS Holdings N.V.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)
o
 
(b)
o
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Country of Origin:  The Netherlands                                                               Registered:  The Netherlands
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
 
 
6
SHARED VOTING POWER
 
936,359
7 
SOLE DISPOSITIVE POWER
 
 
8
SHARED DISPOSITIVE POWER
 
936,359
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
936,359
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.67%
  
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
HC, CO
  
 
 
Page 3 of 10
 
 
CUSIP No.  16946P107
 13G
 
 
1
NAME OF REPORTING PERSONS
 
RFS Holdings B.V.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)
o
 
(b)
o
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Country of Origin:  The Netherlands                                                               Registered:  The Netherlands
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
 
 
6
SHARED VOTING POWER
 
936,359
7 
SOLE DISPOSITIVE POWER
 
 
8
SHARED DISPOSITIVE POWER
 
936,359
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
936,359
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.67%
  
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
HC, CO
  
 
 
Page 4 of 10
 
 
CUSIP No.  16946P107
 13G
 
 
1
NAME OF REPORTING PERSONS
 
The Royal Bank of Scotland Group Plc
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)
o
 
(b)
o
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Country of Origin:  United Kingdom                                                               Registered:  Scotland
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
 
 
6
SHARED VOTING POWER
 
936,359
7 
SOLE DISPOSITIVE POWER
 
 
8
SHARED DISPOSITIVE POWER
 
936,359
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
936,359
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.67%
  
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
HC, CO
  
 
 
Page 5 of 10
 
 
Item 1(a).
Name of Issuer:
 
China Cgame Inc.
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
No. 801 Wuzhong Road, Research Building, Changzhou Science & Education Industrial Park, Wujin District, Changzhou, Jiangsu, China

Item 2(a).
Name of Person Filing:
 
This Schedule 13G is being filed by The Royal Bank of Scotland Group Plc (“RBSG”), a public limited company incorporated in the United Kingdom and registered in Scotland.  The persons reporting information on this Schedule 13G include, in addition to RBSG, RFS Holdings B.V., a private company incorporated and registered in the Netherlands (“RFS”); and RBS Holdings N.V.(“RBSHNV”), a public limited company incorporated and registered in The Netherlands; The Royal Bank of Scotland N.V.(“RBSNV”), a public limited company incorporated and registered in The Netherlands.  Both RBSHNV and RBSG are bank holding companies within the meaning of the Bank Holding Company Act of 1956, as amended.  All of the shares of RBSNV are owned by RBSHNV, 100% of the shares of RBSHNV are owned by RFS and 97.70% of the shares of RFS are owned by RBSG.
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
The registered offices of RBSG are located at 36 St. Andrew Square, Edinburgh, Scotland EH12 1HQ.
 
The registered office of RFS is located at Strawinskylaan 3105, 1077 ZX, Amsterdam, Netherlands.
 
The registered offices of RBSHNV and RBSNV are located at Gustav Maherlaan, 10, 1082 PP, Amsterdam, The Netherlands.
 
Item 2(c).
Citizenship:
 
RBSG is organized in the United Kingdom.
 
RFS, RBSHNV and RBSNV are organized in the Netherlands.
 
Item 2(d).
Title of Class of Securities:
 
Common Stock USD 0.001
 
Item 2(e).
CUSIP Number:
 
16946P107
 
Item 3.
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
 
(a)
o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
 
 
(b)
o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
 
 
(c)
o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
 
 
Page 6 of 10
 
 
 
(d)
o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
 
(e)
o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
 
(f)
o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
 
(g)
o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
 
(h)
o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
(i)
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);
 
 
(j)
o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
None of the above.
 
Item 4.
Ownership.
 
Not Applicable
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.
 
 
(a)
Amount beneficially owned:  RBSNV is the record owner of  936,359 shares of the Issuer (the “Record Shares”) as of April 10, 2011.  As RBSHNV holds 100% of the shares of RBSNV, RBSHNV may be deemed to own, beneficially, the Record Shares.  As RFS holds  100% of the shares of RBSHNV, RFS may be deemed to own, beneficially the Record Shares.  As RBSG owns 97.70% of the shares of RFS, RBSG may be deemed to own, beneficially, the Record Shares.
 
 
(b)
Percent of class:  See Line 11 of cover sheets.  The percentages set forth on the cover sheets are calculated based on 20,039,250 of Ordinary Shares reported to be outstanding (information obtained from Bloomberg).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote:  See Line 5 of cover sheets
 
 
(ii)
Shared power to vote or to direct the vote:  See Line 6 of cover sheets.
 
 
(iii)
Sole power to dispose or to direct the disposition of:  See Line 7 of cover sheets.
 
 
(iv)
Shared power to dispose or to direct the disposition of:  See Line 8 of cover sheets.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable
 
 
Page 7 of 10
 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not applicable.  The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-1(b)(ii)(J).
 
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 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.
 
 
Page 8 of 10
 
 
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.
 
Date:  April 21,  2011

 
THE ROYAL BANK OF SCOTLAND GROUP plc,  RFS HOLDINGS B.V., RBS HOLDINGS N.V. and THE ROYAL BANK OF SCOTLAND N.V.
  
     
     
 
By:
/s/ Richard Hopkins
  
   
Name:
Richard Hopkins
  
   
Title:
Manager, Share Aggregation Unit
  
 
 
 
Page 9 of 10
 
 
AGREEMENT
 
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this statement containing the information required by Schedule 13G is filed on behalf of each of the undersigned with respect to the ownership of shares of China Cgame, Inc.
 
EXECUTED as a sealed instrument this 21st day of April 2011.

 

 
THE ROYAL BANK OF SCOTLAND GROUP plc,  RFS HOLDINGS B.V., RBS HOLDINGS N.V. and THE ROYAL BANK OF SCOTLAND N.V.
  
     
     
 
By:
/s/ Richard Hopkins
  
   
Name:
Richard Hopkins
  
   
Title:
Manager, Share Aggregation Unit
  
 
 
Page 10 of 10