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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
Ordinary Share, par value $0.00002 per share
(Title of Class of Securities)
(CUSIP Number)
Paul Keung
16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District
Shanghai 200233, Peoples Republic of China
(86-21) 6128-0056
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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).
CUSIP No.
G8673T 108
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Page 2 of 7
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1.
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Name of Reporting Person
Jason Liqing Zeng
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2.
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Check the Appropriate Box if A Member of A Group
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds
PF
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Peoples Republic of China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
165,124,120 ordinary shares. *
Frontier Technology Holdings Limited may also be deemed to have sole voting power with respect to 135,000,000 ordinary shares represented by 6,750,000 American Depositary Shares, each representing 20 ordinary shares (ADSs), and Speednext Industrial Limited may also be deemed to have sole voting power with respect to 30,124,120 ordinary shares represented by 1,506,206 ADSs. See Item 4.
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
165,124,120 ordinary shares. *
Frontier Technology Holdings Limited may also be deemed to have sole dispositive power with respect to 135,000,000 ordinary shares represented by 6,750,000 ADSs, and Speednext Industrial Limited may also be deemed to have sole dispositive power with respect to 30,124,120 ordinary shares represented by 1,506,206 ADSs. See Item 4.
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
165,124,120 ordinary shares.*
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented By Amount In Row (11)
21.79%**
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14
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Type of Reporting Person
IN
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*
Including 135,000,000 ordinary shares represented by 6,750,000 ADSs directly held by Frontier Technology Holdings Limited, and 30,124,120 ordinary shares represented by 1,506,206 ADSs directly held by Speednext Industrial Limited.
**
Percent of class is based on 757,684,760 ordinary shares, par value $0.00002 per share as issued and outstanding as of June 30, 2013 according to the Issuers Register of Members.
CUSIP No.
G8673T 108
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Page 3 of 7
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1.
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Name of Reporting Person
Frontier Technology Holdings Limited
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2.
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Check the Appropriate Box if A Member of A Group
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds
PF
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
135,000,000 ordinary shares represented by 6,750,000 ADSs.
Jason Liqing Zeng may also be deemed to have sole voting power with respect to the above shares. See Item 4.
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
135,000,000 ordinary shares represented by 6,750,000 ADSs.
Jason Liqing Zeng may also be deemed to have sole dispositive power with respect to the above shares. See Item 4.
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
135,000,000 ordinary shares
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented By Amount In Row (11)
17.82%*
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14
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Type of Reporting Person
CO
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*
Percent of class is based on 757,684,760 ordinary shares, par value $0.00002 per share as issued and outstanding as of June 30, 2013 according to the Issuers Register of Members.
CUSIP No.
G8673T 108
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Page 4 of 7
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ITEM 1. SECURITY AND ISSUER
This statement
on Schedule 13D
relates to
the ordinary shares
, par value $0.00002 per share (the Ordinary Shares), of
Taomee Holdings Limited, a Cayman Islands company
(the Issuer), including Ordinary Shares represented by American depositary shares (the ADSs)
. ADSs of the Issuer are listed on the New York Stock Exchange under the ticker symbol TAOM. Each ADS represents 20 Ordinary Shares. The address of the Issuer is 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233, Peoples Republic of China. This Schedule 13D is being jointly filed
by Jason Liqing Zeng (Mr. Zeng) and Frontier Technology Holdings Limited (Frontier Technology) to disclose their current direct or indirect beneficial ownership of the Companys
Ordinary Shares
.
The Reporting Persons previously reported their beneficial ownership under Schedule 13G, filed with the Securities and Exchange Commission on February 6, 2012, and amended on February 5, 2013.
ITEM 2. IDENTITY AND BACKGROUND
(a)
This Schedule 13D is being filed jointly by
(i) Mr. Zeng and (ii) Frontier Technology, a British Virgin Islands company, which is wholly owned by Mr. Zeng.
Mr. Zeng and Frontier Technology are collectively referred to as the reporting persons (the Reporting Persons). The agreement between the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Exchange Act (the Joint Filing Agreement), dated September 19, 2013, is attached hereto as Exhibit 99.1.
(b)
Mr. Zeng is a citizen of the Peoples Republic of China and is the chairman of the board of the Issuer. His residence address is 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233, Peoples Republic of China.
Frontier Technology is a British Virgin Islands company wholly owned by Mr. Zeng. The registered address for Frontier Technology is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands
.
(c)
The present principal occupation of Mr. Zeng is the chairman of the Issuer and Shenzhen Decent Investment Limited and also the sole director of
Frontier Technology
. The Issuers principal business is childrens entertainment and media. The Issuers principal executive offices are located at 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233, Peoples Republic of China. The principal business of Shenzhen Decent Investment Limited is high-technology investment. The principal address of Shenzhen Decent Investment Limited is 3806 Phase One Excellence Times Plaza, Yitian Road, Futian Central District, Shenzhen, Guangdong, 518004, Peoples Republic of China. The principal business of Frontier Technology is investment holding. The principal address of Frontier Technology is located at
Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands
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(d)
During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
CUSIP No.
G8673T 108
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Page 5 of 7
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(e)
During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
Mr. Zeng is a citizen of the Peoples Republic of China.
Frontier Technology is
incorporated under the laws of
British Virgin Islands
.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
18,624,120 Ordinary Shares, in the form of ADS, were purchased by Mr. Zeng in a series of open market purchases from May 30, 2013 to September 17, 2013 using personal funds totaling US$4,244,755.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons consummated the transaction described herein in order to acquire an interest in the Company for investment purposes. Depending upon future evaluations of the business prospects of the Company and upon other developments, including, but not limited to, general economic and business conditions and stock market conditions, the Reporting Persons may purchase additional equity or other securities of the Issuer or dispose of some or all of their holdings in the open market, in public offerings, in privately negotiated transactions or in other transactions, with respect to the Ordinary Shares, including ADSs, or in any combination of the foregoing, subject to the Issuers insider trading policy and relevant applicable securities laws and regulations.
Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)(b)
The percentages used herein are calculated based on
757,684,760 Ordinary Shares that were outstanding as of June 30, 2013 according to the Issuers Register of Members
.
The following information with respect to the ownership of
Ordinary Share
of the
Company
by each of the
R
eporting
P
ersons is provided as of September, 17
, 2013
:
Reporting Person
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Amount
beneficially
owned:
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Percent
of class:
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Sole power
to vote or
direct the
vote:
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Shared
power to
vote or to
direct
the vote:
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Sole power
to dispose
or to direct
the
disposition
of:
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Shared
power to
dispose or to
direct the
disposition
of:
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Jason Liqing Zeng
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165,124,120
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21.79
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%
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165,124,120
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0
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165,124,120
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0
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Frontier Technology Holdings Limited
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135,000,000
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17.82
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%
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135,000,000
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0
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135,000,000
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0
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Frontier Technology is the record owner of 135,000,000 Ordinary Shares represented by 6,750,000 ADSs of the Issuer. Speednext Industrial Limited, a British Virgin Islands company, is the record holder of 30,124,120 Ordinary Shares represented by 1,506,206
CUSIP No.
G8673T 108
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Page 6 of 7
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ADSs of the Issuer. Mr. Zeng is the sole owner of Frontier Technology and Speednext Industrial Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Zeng may be deemed to beneficially own all of the shares held by Frontier Technology and Speednext Industrial Limited.
(c)
The following sets forth all transactions in the Issuers securities by Mr. Zeng during the sixty days prior to the date of this Schedule 13D. Except as otherwise indicated, all transactions were effected in the open market, and the reported price per ADS excludes commissions.
Trade Date
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Number of ADSs Purchased
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Ordinary Shares Represented by
ADSs Purchased
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Price per ADS
(US$)
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September 17, 2013
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20,540
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410,800
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5.8263
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September 16, 2013
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32,041
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640,820
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5.8276
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September 13, 2013
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36,400
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728,000
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5.8355
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September 12, 2013
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13,400
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268,000
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5.7557
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September 11, 2013
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26,477
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529,540
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5.6692
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September 10, 2013
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21,582
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431,640
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5.5754
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September 9, 2013
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22,039
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440,780
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5.4152
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September 6, 2013
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25,100
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502,000
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5.3669
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September 5, 2013
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37,500
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750,000
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5.0774
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September 4, 2013
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8,729
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174,580
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4.8346
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September 3, 2013
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18,099
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361,980
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4.7073
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(d)
Except as set forth in this Item 5, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the Ordinary Shares.
(e)
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into the Joint Filing Agreement, attached hereto as Exhibit 99.1, with respect to the joint filing of this Schedule 13D and any amendment or amendments hereto.
Other than as described herein, there is no contract, arrangement, understanding or relationship among the Reporting Persons or between such persons and any other person with respect to any securities of the Issuer, including the transfer or voting of any Issuer securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1
Joint Filing Agreement by and between the Reporting Persons
CUSIP No.
G8673T 108
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Page 7 of 7
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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: September
19
, 2013
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Jason Liqing Zeng
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By:
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/s/ Jason Liqing Zeng
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Name:
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Jason Liqing Zeng
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Frontier Technology Holdings Limited
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By:
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/s/ Jason Liqing Zeng
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Name:
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Jason Liqing Zeng
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Title:
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Sole Director
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