Amended Statement of Ownership (sc 13g/a)
February 14 2013 - 11:17AM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 2)*
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China Growth
Equity Investment Ltd.
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(Name of Issuer)
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Ordinary
Shares, par value $0.001 per share
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(Title of Class of Securities)
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G2114K107
1
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(CUSIP Number)
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December
31, 2012
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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:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 7 Pages)
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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.
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).
________________________
1
The
Ordinary Shares have no CUSIP number. The CINS number for the Ordinary Shares is G2114K107.
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CUSIP No. G2114K107
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13G/A
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Page
2
of 7 Pages
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1
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NAME OF REPORTING PERSON
Polar Securities Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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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
499,200 Shares
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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
499,200 Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
499,200 Shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0%
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP No. G2114K107
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13G/A
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Page
3
of 7 Pages
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1
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NAME OF REPORTING PERSON
North Pole Capital Master Fund
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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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
0
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6
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SHARED VOTING POWER
499,200 Shares
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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
499,200 Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
499,200 Shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. G2114K107
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13G/A
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Page
4
of 7 Pages
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This Amendment No. 2 (this "Amendment") amends the statement
on Schedule 13G filed on June 7, 2011 (the "Original Schedule 13G"), as amended by Amendment No. 1 filed on February
14, 2012 (the "Original Schedule 13G as amended, the "Schedule 13G") with respect to ordinary shares, par value
$0.001 (the "Shares") of the Company. Capitalized terms not otherwise defined in this Amendment have the meanings set
forth in the Schedule 13G.
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Item 1(a).
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NAME OF ISSUER
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The name of the issuer is China Growth Equity Investment Ltd. (the "Company").
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Item 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
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The Company's principal executive offices are located at CN11 Legend Town, No. 1 Balizhuangdongli, Chaoyang District, Beijing, PRC 100025.
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Item 2(a).
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NAME OF PERSON FILING
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This statement is filed by:
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(i) North Pole Capital Master Fund ("North Pole"), a Cayman Islands exempted company, with respect to the Shares (defined in item 2(d) below) reported in this Schedule 13G/A directly beneficially owned by it; and
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(ii) Polar Securities Inc. ("Polar Securities"), a company incorporated under the laws on Ontario, Canada, serving as investment advisor to North Pole with respect to the Shares reported in this Schedule 13G/A directly beneficially owned by North Pole.
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The foregoing persons are hereinafter sometimes collectively referred to as the "
Reporting Persons
."
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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 business office of each of the Reporting Persons is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.
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Item 2(c).
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CITIZENSHIP
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The citizenship of each of the Reporting Persons is set forth above.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES
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Ordinary Shares, par value $0.001 (the "Shares")
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Item 2(e).
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CUSIP NUMBER
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The
Ordinary Shares have no CUSIP number. The CINS number for the Ordinary Shares is G2114K107.
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CUSIP No. G2114K107
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13G/A
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Page
5
of 7 Pages
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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Broker or dealer registered under Section 15 of the Act;
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(b)
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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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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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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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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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;
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(j)
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please
specify the type of institution:
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Item 4.
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OWNERSHIP
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The percentages used herein are calculated based upon 6,250,000 Shares reported to be outstanding as of January 28, 2013, as reported in Schedule 14A filed by the Company on February 6, 2013.
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A.
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Polar Securities
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(a)
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Amount beneficially owned: 499,200
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(b)
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Percent of class: 8.0%
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(c)
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(i)
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Sole power to vote or direct the vote: 0
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(ii)
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Shared power to vote or direct the vote: 499,200
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition of: 499,200
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CUSIP No. G2114K107
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13G/A
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Page
6
of 7 Pages
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B.
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North Pole
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(a)
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Amount beneficially owned: 499,200
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(b)
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Percent of class: 8.0%
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(c)
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(i)
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Sole power to vote or direct the vote: 0
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(ii)
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Shared power to vote or direct the vote: 499,200
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition: 499,200
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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 OR CONTROL PERSON
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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.
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Each of the Reporting Persons hereby makes the following certification:
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By signing below each Reporting Person certifies that, to the best of his or its 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.
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CUSIP No. G2114K107
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13G/A
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Page
7
of 7 Pages
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SIGNATURES
After reasonable
inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
DATE: February 14, 2013
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polar securities inc.
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/s/ Paul Sabourin
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Name: Paul Sabourin
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Title: Chief Investment Officer
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NORTH POLE CAPITAL MASTER FUND
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By: Polar Securities Inc., its investment manager
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/s/ Paul Sabourin
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Name: Paul Sabourin
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Title: Chief Investment Officer
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