- Amended Statement of Ownership (SC 13G/A)
February 12 2009 - 6:08AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AirMedia Group Inc.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G0135J 109
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
þ
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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).
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CUSIP No.
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G0135J 109
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Page
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2
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of
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6
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Pages
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1
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NAMES OF REPORTING PERSONS
Herman Man Guo
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(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
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Peoples Republic of China
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5
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SOLE VOTING POWER
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NUMBER OF
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55,490,518 ordinary shares
1
.
Wealthy Environmental Limited may also be deemed to have sole voting power
with respect to the above shares. (See Item 4)
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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55,490,518 ordinary shares
1
.
Wealthy Environmental Limited may also be deemed to have sole dispositive power
with respect to the above shares. (See Item 4)
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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55,490,518 ordinary shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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41.3%
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12
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TYPE OF REPORTING PERSON
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IN
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1
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Including (i) 54,990,518 ordinary shares of the issuer
held by Wealthy Environment Limited, and (ii) 500,000 ordinary shares of the
issuer owned by Wealthy Environment Limited in the form of American
Depositary Shares, each representing two ordinary shares of the issuer.
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CUSIP No.
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G0135J 109
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Page
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3
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of
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6
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Pages
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1
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NAMES OF REPORTING PERSONS
Wealthy Environment 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)
o
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(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
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British Virgin Islands
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5
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SOLE VOTING POWER
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NUMBER OF
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55,490,518 ordinary shares
2
.
Herman Man Guo may also be deemed to have sole voting power with respect to the above
shares. (See Item 4)
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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55,490,518 ordinary shares
2
.
Herman Man Guo may also be deemed to have sole dispositive power with respect to
the above shares. (See Item 4).
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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55,490,518 ordinary shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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41.3%
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12
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TYPE OF REPORTING PERSON
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CO
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2
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Including (i) 54,990,518 ordinary shares of the issuer,
and (ii) 500,000 ordinary shares of the issuer in the form of American
Depositary Shares, each representing two ordinary shares of the issuer.
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CUSIP No.
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G0135J 109
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Page
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4
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of
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6
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Pages
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Item 1(a). Name of Issuer:
AirMedia Group Inc.
Item 1(b). Address of Issuers Principal Executive Offices:
17/F, Sky Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
Peoples Republic of China
Item 2(a). Name of Person Filing:
Herman Man Guo
Wealthy Environment Limited
Item 2(b). Address of Principal Business Office, or if None, Residence:
Herman Man Guo
AirMedia Group Inc.
17/F, Sky Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
Peoples Republic of China
Wealthy Environment Limited
c/o Herman Man Guo
AirMedia Group Inc.
17/F, Sky Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
Peoples Republic of China
Item 2(c). Citizenship:
Herman Man Guo Peoples Republic of China
Wealthy Environment Limited British Virgin Islands
Item 2(d). Title of Class of Securities:
Ordinary Shares
Item 2(e). CUSIP Number:
G0135J 109
Item 3. Not Applicable
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CUSIP No.
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G0135J 109
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Page
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5
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of
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6
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Pages
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Item 4.
Ownership:
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, 2008:
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Sole power
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Shared power
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Sole power
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Shared power
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Amount
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to vote or
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to vote or to
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to dispose or to
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to dispose or to
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beneficially
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Percent
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direct the
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direct the
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direct the
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direct the
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Reporting Person
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owned
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of class
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vote
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vote
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disposition of
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disposition of
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Herman Man Guo
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55,490,518
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41.3
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%
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55,490,518
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0
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55,490,518
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0
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Wealthy Environment Limited
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55,490,518
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41.3
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%
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55,490,518
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0
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55,490,518
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0
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Wealthy Environment Limited, a British Virgin Islands company, is the record owner of
54,990,518 ordinary shares of the issuer and the beneficial owner of 500,000 ordinary
shares of the issuer in the form of American Depositary Shares, each representing two
ordinary shares of the issuer. Wealthy Environment Limited is wholly owned by Mr. Herman
Man Guo. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended
(the Exchange Act), Mr. Herman Man Guo may be deemed to beneficially own all of the
shares held by Wealthy Environment Limited.
Item 5.
Ownership of Five Percent or Less of a Class:
Not applicable
Item 6.
Ownership of More Than Five Percent on Behalf of Another Person:
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
Item 8.
Identification and Classification of Members of the Group:
Not applicable
Item 9.
Notice of Dissolution of Group:
Not applicable
Item 10.
Certifications:
Not applicable
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CUSIP No.
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G0135J 109
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Page
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6
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of
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6
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Pages
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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: February 10, 2009
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Herman Man Guo
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/s/ Herman Man Guo
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Herman Man Guo
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Wealthy Environment Limited
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By:
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/s/ Herman Man Guo
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Name:
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Herman Man Guo
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Title:
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Director
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LIST OF EXHIBITS
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Exhibit No.
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Description
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A
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Joint Filing Agreement
|
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