- Statement of Ownership (SC 13G)
February 13 2009 - 9:14AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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
Under the
Securities Exchange Act of 1934
(Amendment
No.____)*
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China
Mass Media International Advertising Corp.
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(Name
of Issuer)
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Ordinary
Shares, par value US$0.001 per share
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(Title
of Class of Securities)
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169418
100
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(CUSIP
Number)
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December
31, 2008
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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:
*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
disclosures provided in a prior cover page.
The
information required on 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. 169418 100
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SCHEDULE
13G
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1
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NAME OF
REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Shengcheng
Wang
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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(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
500,000,000
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
500,000,000
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
500,000,000
ordinary shares
(1)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (See
Instructions)
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o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
69.8%
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12
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TYPE
OF REPORTING PERSON* (See Instructions)
IN
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(1)
Mr.
Shengcheng Wang may be deemed to be the beneficial owner of the 400,000,000
ordinary shares owned by Happy Indian Ocean Limited and the 100,000,000 ordinary
shares owned by Arctic Spring Limited under the U.S. securities
law.
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CUSIP
No. 169418 100
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SCHEDULE
13G
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1
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NAME OF
REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Happy
Indian Ocean Limited
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(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
400,000,000
ordinary shares
(2)
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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
400,000,000
ordinary shares
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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
400,000,000
ordinary shares
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (See
Instructions)
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o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
55.8%
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12
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TYPE
OF REPORTING PERSON* (See Instructions)
CO
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(2)
Mr.
Shengcheng Wang may be deemed to be the beneficial owner of the 400,000,000
ordinary shares owned by Happy Indian Ocean Limited under the U.S. securities
law.
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CUSIP
No. 169418 100
|
SCHEDULE
13G
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1
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NAME OF
REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arctic
Spring Limited
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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(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
|
5
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SOLE
VOTING POWER
100,000,000
ordinary shares
(3)
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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
100,000,000
ordinary shares
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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
100,000,000
ordinary shares
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (See
Instructions)
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o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.0%
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12
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TYPE
OF REPORTING PERSON* (See Instructions)
CO
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(3)
Mr. Shengcheng Wang may be deemed to be
the beneficial owner of the 100,000,000 ordinary shares owned by Arctic Spring
Limited under the U.S. securities law.
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Item
1(a)
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Name
of Issuer.
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China Mass Media International
Advertising Corp.
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Item
1(b)
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Address
of Issuer’s Principal Executive
Offices.
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6
th
Floor,
Building B, Corporate Square, 35 Finance Street
Xicheng
District, Beijing 100032
People’s
Republic of China
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Item
2(a)
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Name
of Person Filing.
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(ii)
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Happy
Indian Ocean Limited
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(iii)
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Arctic
Spring Limited
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Item
2(b)
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Address
of Principal Business Office, or, if none,
Residence.
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The
address of the principal business office of Shengcheng Wang is 6
th
Floor,
Building B, Corporate Square, 35 Finance Street, Xicheng District, Beijing
100032, People’s Republic of China.
The
address of the principal business office of Happy Indian Ocean Limited and
Arctic Spring Limited is Zollikerstrasse 181, 8034 Zurich,
Switzerland.
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Item
2(c)
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Citizenship
or Place of Organization.
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(i)
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Shengcheng
Wang is a Canadian Citizen.
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(ii)
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Happy
Indian Ocean Limited is a limited liability company incorporated in the
Cayman Islands.
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(iii)
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Arctic
Spring Limited is a limited liability company incorporated in the Cayman
Islands.
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Item
2(d)
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Title
of Class of Securities.
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Ordinary Shares, par value US$0.001 per
share
169418 100
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Item
3.
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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:
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(a)
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o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o);
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o
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
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o
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Insurance
company as defined in section 3(a)(19) of the Act (15
U.S.C.78c);
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o
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8);
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o
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An
investment advisor in accordance with
§240.13d-1(b)(1)(ii)(E);
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o
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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o
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A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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o
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A
savings association 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
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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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o
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A
non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J);
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(k)
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o
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(K).
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(a)
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Amount
beneficially owned: 500,000,000 ordinary
shares*
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(b)
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Percentage
of class: 69.8%
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(c)
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Number
of shares as to which the person
has:
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(i)
Sole power to vote or to direct the vote: 500,000,000
ordinary shares*
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(ii)
Shared power to vote or to direct the
vote: 0
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(iii)
Sole power to dispose or to direct the disposition
of: 500,000,000 ordinary
shares*
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(iv)
Shared power to dispose or to direct the disposition of:
0
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* Consists
of ordinary shares owned by Happy Indian Ocean Limited and Arctic Spring
Limited. Happy Indian Ocean Limited is the record holder of
400,000,000 ordinary shares. Arctic Spring Limited is the
record holder of 100,000,000 ordinary shares. Mr. Shengcheng
Wang has the right to vote in respect of the 400,000,000 ordinary shares
owned by Happy Indian Ocean Limited by virtue of a voting trust agreement
among Mr. Shengcheng Wang, Happy Indian Ocean Limited and China Mass Media
International Advertising Corp. Mr. Shengcheng Wang also has
the right to vote in respect of the 100,000,000 ordinary shares owned by
Arctic Spring Limited by virtue of a voting trust agreement among Mr.
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Shengcheng
Wang, Arctic Spring Limited and China Mass Media International Advertising
Corp. Mr. Shengcheng Wang has no direct or indirect equity
interests in either Happy Indian Ocean Limited or Arctic Spring
Limited. Both Happy Indian Ocean Limited and Arctic Spring
Limited are part of an estate and asset preservation structure that was
established for the ultimate benefit, and to advance the interests, of Mr.
Wang and his family. Mr. Shengcheng Wang may be deemed to be
the beneficial owner of the ordinary shares owned by Happy Indian Ocean
Limited and Arctic Spring Limited under the U.S. securities
law.
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Item
5
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Ownership
of Five Percent or Less of a Class.
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Not applicable
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Item
6
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Ownership
of More Than Five Percent on Behalf of Another
Person.
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Not applicable
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Item
7
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Identification
and Classification of the Subsidiary which Acquired the Security Being
Reported On by the Parent Holding
Company.
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Not
applicable
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Item
8
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Identification
and Classification of Members of the
Group.
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Not
applicable
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Item
9
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Notice
of Dissolution of Group.
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Not
applicable
Not
Applicable
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: February
13, 2009
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Shengcheng
Wang
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By:
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/s/
Shengcheng Wang
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Name:
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Shengcheng
Wang
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Happy
Indian Ocean Limited
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By:
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/s/ RTC Administrators Limited
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Name:
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RTC Administrators
Limited
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Title:
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Director
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By:
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/s/
RTC Administrators Limited
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Name:
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RTC Administrators Limited
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Title:
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Director
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EXHIBIT
INDEX
|
A.
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Joint
Filing Agreement, dated February 13, 2009, by and among Shengcheng Wang,
Happy Indian Ocean Limited and Arctic Spring
Limited
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