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Amy Liu
6/F Hong Kong Trade Center
161 Des Voeux Road
Hong Kong
852-9364-0386
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with a copy to:
John Yung, Esq.
Locke Lord LLP
500 Capitol Mall, Ste 1800
Sacramento, CA, 95814
(916)930-2524
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1.
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Names of Reporting Persons.
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Amy Liu
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2.
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Check the Appropriate Box if a member of a Group
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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) □
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6.
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Citizenship or Place of Organization
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Number of Shares Beneficially Owned by Each Reporting Person With
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7. Sole Voting Power: 6,631,032*
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8. Shared Voting Power: 0
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9. Sole Dispositive Power: 6,631,032*
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10. Shared Dispositive Power: 0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares □
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13.
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Percent of Class Represented by Amount in Row (11) 6.27%*
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14.
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Type of Reporting Person························ IN
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Item 3
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Source and Amount of Funds or Other Consideration
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Ms. Liu purchased 1,345,308 American Depository Shares (ADSs) evidenced by American Depository Receipts (ADRs) for $6,131,367 (inclusive of Broker’s commissions) using her personal funds. Ms. Liu received 2,642,862 ADSs from KWELA International Limited without consideration. Ms. Liu is not a member, director or officer of KWELA International Limited, a company controlled by Ms. Liu's son.
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Item 4
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Purpose of the Transaction
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Ms. Liu acquired the ADSs for investment purposes following the announcement of the proposed going private transaction as referenced in the Issuer’s Form 6-K filed with the SEC on March 12, 2013 (the “Transaction”). Ms. Liu will continue to evaluate her ownership and voting position in the Issuer and may consider and pursue the following future courses of action, among others: (i) continuing to hold the ADSs for investment; (ii) acquiring additional ADSs or Ordinary Shares in the open market or in privately negotiated transactions; or (iii) disposing of all or a portion of the ADSs in open market sales or in privately negotiated transactions. Ms. Liu’s future actions with regard to this investment will be dependent upon her review and evaluation of numerous factors, including the price levels of the Issuer’s ADSs and Ordinary Shares; the Issuer’s business, financial condition, operating results and prospects; general market and economic conditions; the relative attractiveness of alternative business and investment opportunities; and progress of the Transaction. Consistent with her investment purpose, Ms. Liu may engage in communications with other shareholders of the Issuer, members of the Issuer’s management and board of directors with regard to the business operations of the Issuer and strategies for enhancing shareholder value. In addition, Ms. Liu may pursue any or all of the following actions in connection with the Transaction: communications with other shareholders of the Issuer regarding the Transaction, communications with the sponsors of the Transaction, disposing of all or a portion of the ADSs or Ordinary Shares in open market sales or in privately negotiated transactions, exercise of her dissenters’ rights and seeking other legal recourse to protect her interests as a shareholder.
Subject to ongoing evaluation, except as otherwise set forth above, Ms. Liu has no current plans or proposals which relate to or would otherwise result in any of the situations enumerated in item (a) to (j) of Item 4 on Statement. Ms. Liu reserves the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified in the previous sentence.
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Item 5
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Interest in Securities of the Issuer
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(a)
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Ms. Liu beneficially owned the aggregate number of 6,631,032 Ordinary Shares of the Issuer, represented as 3,315,516 ADSs. Such shares counted for 6.27% of the Ordinary Shares reported as outstanding as of March 28, 2013.
Ms. Liu expressly disclaims that she is acting as a group with any other person or entity including KWELA International Limited. Ms. Liu is not a member, director or officer of KWELA International Limited, a company controlled by Ms. Liu son.
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(b)
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Ms. Liu has sole voting powers and sole dispositive powers to the entire 6,631,032 shares she acquired, which is the subject of this Statement.
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(c)
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During the past sixty (60) days, Ms. Liu effected no transactions in the ADS or Ordinary Shares other than those set forth in the following table:
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| Date | No. of ADS | Price | Broker |
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3/28/2013
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1,200
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$9.0813
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UBS
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3/28/2013
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56,041
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$9.1960
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UBS
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3/27/2013
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100
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$9.04
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UBS
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3/27/2013
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200,000
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$9.1965
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UBS
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3/26/2013
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94,159
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$9.1906
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UBS
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3/26/2013
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5,800
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$9.10
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UBS
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3/25/2013
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10,500
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$9.0998
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UBS
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3/22/2013
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20,080
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$9.0999
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UBS
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3/21/2013
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2,642,862
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N/A
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N/A
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3/21/2013
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29,894
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$9.0103
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UBS
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3/21/2013
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61,900
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$9.0074
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UBS
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3/20/2013
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100,000
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$9.0275
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UBS
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3/20/2013
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92,980
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$9.0215
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UBS
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(d)
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Ms. Liu does not know any other person with the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities covered by this Statement.
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(e)
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Not Applicable.
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