- Statement of Ownership (SC 13G)
February 01 2012 - 10:21AM
Edgar (US Regulatory)
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 13d-2 (b)
(Amendment No. )*
(Name of Issuer)
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Ordinary shares, par value US$0.00002 per share
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(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
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*
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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 disclosures provided in a prior cover page.
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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).
(Continued on following pages)
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1
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NAME OF REPORTING PERSON
Qiming Corporate GP II, Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
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(b)
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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
125,000,000 ordinary shares.
Of the above shares, Qiming GP II, L.P. may also be deemed to
have sole voting power with respect to 123,349,500 ordinary shares; Qiming Venture Partners II, L.P. may also be deemed to have sole voting power with respect to 113,418,000 ordinary shares; Qiming Venture Partners II-C, L.P. may also be deemed to
have sole voting power with respect to 9,931,500 ordinary shares; and Qiming Managing Directors Fund II, L.P. may also be deemed to have sole voting power with respect to 1,650,500 ordinary shares. See Item 4.
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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
125,000,000 ordinary shares.
Of the above shares, Qiming GP II, L.P. may also be deemed to
have sole dispositive power with respect to 123,349,500 ordinary shares; Qiming Venture Partners II, L.P. may also be deemed to have sole dispositive power with respect to 113,418,000 ordinary shares; Qiming Venture Partners II-C, L.P. may also be
deemed to have sole dispositive power with respect to 9,931,500 ordinary shares; and Qiming Managing Directors Fund II, L.P. may also be deemed to have sole dispositive power with respect to 1,650,500 ordinary shares. See
Item 4.
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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
125,000,000 ordinary shares.
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
16.15%
(1)
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12
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TYPE OF REPORTING
PERSON*
CO
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(1)
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Based on the 773,754,480 ordinary shares outstanding as of December 31, 2011.
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1
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NAME OF REPORTING PERSON
Qiming GP II, L.P.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
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(b)
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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
123,349,500 ordinary shares.
Of the above shares, Qiming Venture Partners II, L.P. may also
be deemed to have sole voting power with respect to 113,418,000 ordinary shares; and Qiming Venture Partners II-C, L.P. may also be deemed to have sole voting power with respect to 9,931,500 ordinary shares. See Item 4.
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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
123,349,500 ordinary shares.
Of the above shares, Qiming Venture Partners II, L.P. may also
be deemed to have sole dispositive power with respect to 113,418,000 ordinary shares; and Qiming Venture Partners II-C, L.P. may also be deemed to have sole dispositive power with respect to 9,931,500 ordinary shares. See Item
4.
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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
123,349,500 ordinary 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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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
15.94%
(1)
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12
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TYPE OF REPORTING
PERSON*
PN
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(1)
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Based on the 773,754,480 ordinary shares outstanding as of December 31, 2011.
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1
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NAME OF REPORTING PERSON
Qiming Venture Partners II, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
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(b)
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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
113,418,000 ordinary shares.
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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
113,418,000 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
113,418,000 ordinary 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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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
14.66%
(1)
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12
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TYPE OF REPORTING
PERSON*
PN
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(1)
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Based on the 773,754,480 ordinary shares outstanding as of December 31, 2011.
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ITEM 1
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(a).
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NAME OF ISSUER:
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Taomee Holdings Limited (the “Issuer”)
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ITEM 1
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(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District
Shanghai 200233
People’s Republic of China
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ITEM 2
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(a).
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NAME OF PERSON FILING:
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Qiming Corporate GP II, Ltd.
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Qiming GP II, L.P.
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Qiming Venture Partners II, L.P.
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ITEM 2
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(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
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The registered address of Qiming Corporate GP II, Ltd., Qiming GP II, L.P. and Qiming Venture Partners II, L.P. is M&C Corporate Services Limited, PO Box 309GT,
Ugland House, South Church Street George Town, Grand Cayman, Cayman Islands, KY1-1104.
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ITEM 2
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(c)
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CITIZENSHIP:
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Qiming Corporate GP II, Ltd. – Cayman Islands
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Qiming GP II, L.P. – Cayman Islands
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Qiming Venture Partners II, L.P. – Cayman Islands
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ITEM 2
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(d).
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TITLE OF CLASS OF SECURITIES:
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Ordinary shares, par value US$0.00002 per share
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ITEM 2
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(e).
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CUSIP NUMBER:
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G8673T 108
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ITEM 3.
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Not Applicable
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ITEM 4.
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OWNERSHIP:
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The following information with respect to the ownership of the ordinary shares of the issuer by each of the Reporting Persons is provided as of December 31,
2011:
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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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Qiming Corporate GP II, Ltd.
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125,000,000
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16.15
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%
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125,000,000
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0
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125,000,000
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0
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Qiming GP II, L.P.
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123,349,500
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15.94
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%
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123,349,500
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0
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123,349,500
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0
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Qiming Venture Partners II, L.P.
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113,418,000
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14.66
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%
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113,418,000
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0
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113,418,000
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0
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113,418,000, 9,931,500 and 1,650,500 ordinary shares of the Issuer are held of record and beneficially owned by Qiming
Venture Partners II, L.P., Qiming Venture Partners II-C, L.P. and Qiming Managing Directors Fund II, L.P., respectively. Each of Qiming Venture Partners II-C, L.P. and Qiming Managing Directors Fund II, L.P. owns less than five percent of the
outstanding shares of the Issuer and is not a reporting person hereunder.
The general partner of Qiming Venture Partners II, L.P. and Qiming Venture Partners II-C, L.P. is Qiming GP II, L.P., a Cayman Islands exempted limited
partnership, whose general partner is Qiming Corporate GP II, Ltd., a Cayman Islands limited company which is also the general partner of Qiming Managing Directors Fund II, L.P. Each of Qiming GP II, L.P. and Qiming Corporate GP II, Ltd. may be
deemed to beneficially own the shares beneficially owned or deemed to be beneficially owned by the entity to which it is the general partner.
Voting and investment power of the shares held by Qiming Venture Partners II, L.P., Qiming Venture Partners II-C, L.P. and Qiming Managing Directors Fund
II, L.P. is exercised by the investment committee of Qiming Corporate GP II, Ltd., which consists of Duane Kuang, Gary Rieschel, JP Gan and Robert Headley. Each of Duane Kuang, Gary Rieschel, JP Gan and Robert Headley disclaims beneficial ownership
of the ordinary shares of Taomee, except to the extent of such person’s own pecuniary interest therein.
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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
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ITEM 10.
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CERTIFICATION:
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Not applicable
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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.
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Qiming Venture Partners II, L.P.
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By:
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Qiming GP II, L.P.
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By:
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Qiming Corporate GP II, Ltd.
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By:
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/s/ Robert Headley
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Name: Robert Headley
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Title: Authorized Signatory
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Qiming GP II, L.P.
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By:
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Qiming Corporate GP II, Ltd.
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By:
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/s/ Robert Headley
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Name: Robert Headley
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Title: Authorized Signatory
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Qiming Corporate GP II, Ltd.
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By:
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/s/ Robert Headley
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Name: Robert Headley
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Title: Authorized Signatory
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LIST OF EXHIBITS
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Exhibit
No.
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Description
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99.1
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Joint Filing Agreement
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Taomee Holdings Limited American Depositary Shares (Each Representing 20 Ordinary Shares) (NYSE:TAOM)
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From Apr 2024 to May 2024
Taomee Holdings Limited American Depositary Shares (Each Representing 20 Ordinary Shares) (NYSE:TAOM)
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