- Amended Statement of Ownership (SC 13G/A)
February 14 2012 - 9:13AM
Edgar (US Regulatory)
UNITED STATES
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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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(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED
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PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO
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FILED PURSUANT TO RULE 13d-2
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(Amendment No. 4) *
AirMedia Group
Inc.
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(Name of Issuer)
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Ordinary Shares, par value $0.001 per share
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(Title and Class of Securities)
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009411109**
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(CUSIP Number)
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December 31, 2011
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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:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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).
** There is no CUSIP number assigned to the Ordinary Shares (as
defined below) of the Issuer (as defined below). CUSIP number 009411109 has been
assigned to the American Depositary Shares of the Issuer, which are quoted on
The NASDAQ Global Select Market under the symbol AMCN. Each American
Depositary Share represents 2 Ordinary Shares.
SCHEDULE 13G
CUSIP No. 009411109
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities
Only)
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1
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Herman Man Guo
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
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2
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(a)
[ ]
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(b)
[ ]
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3
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SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
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4
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Peoples
Republic of China
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SOLE
VOTING POWER
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5
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31,274,480 Ordinary Shares
1
.
Wealthy Environment Limited may also be deemed to have
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NUMBER OF
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sole voting power with respect to
29,274,480 Ordinary Shares. (See Item 4)
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SHARES
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BENEFICIALLY
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OWNED BY
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SHARED VOTING POWER
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EACH
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6
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REPORTING
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0
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PERSON WITH
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7
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SOLE
DISPOSITIVE POWER
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31,274,480
Ordinary Shares
1
. Wealthy Environment Limited may also be
deemed to have
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|
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sole
voting power with respect to 29,274,480 Ordinary Shares. (See Item 4)
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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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31,274,480
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)
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23.7%
(See Item 4)
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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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Includes (i) 27,874,480 Ordinary Shares of the Issuer
held by Wealthy Environment Limited, (ii) 1,400,000 Ordinary Shares of the
Issuer represented by American Depositary Shares held by Wealthy
Environment Limited; and (iii) an option to acquire 2,000,000 Ordinary
Shares that was granted to Mr. Guo under the 2007 Share Incentive Plan of
the Issuer on July 2, 2007, such option will expire on July 2,
2017.
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2
SCHEDULE 13G
CUSIP No. 009411109
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NAME OF REPORTING PERSONS
|
|
|
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities
Only)
|
1
|
|
|
Wealthy Environment Limited
|
|
|
|
|
|
|
|
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
2
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(a)
[ ]
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(b)
[ ]
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3
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SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
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4
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British
Virgin Islands
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SOLE VOTING POWER
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5
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29,274,480 Ordinary
Shares
2
. Herman Man Guo may also be deemed to have sole voting
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power
with respect to the above shares. (See Item 4)
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SHARED VOTING POWER
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6
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NUMBER OF
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SHARES
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0
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BENEFICIALLY
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OWNED BY
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EACH
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON WITH
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7
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29,274,480
Ordinary Shares
2
. Herman Man Guo may also be deemed to have
sole voting
|
|
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power
with respect to the above shares. (See Item 4)
|
|
|
|
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|
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|
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SHARED DISPOSITIVE POWER
|
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8
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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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29,274,480
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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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11
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22.2%
(See Item 4)
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TYPE OF REPORTING PERSON
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12
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CO
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2
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Includes (i) 27,874,480 Ordinary Shares of the Issuer
held by Wealthy Environment Limited, and (ii) 1,400,000 Ordinary Shares of
the Issuer represented by American Depositary Shares held by Wealthy
Environment Limited.
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3
SCHEDULE 13G
CUSIP No. 009411109
Item 1(a).
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Name of Issuer:
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AirMedia Group Inc. (the
Issuer)
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Item 1(b).
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Address of Issuer's Principal Executive
Offices:
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17/F, Sky Plaza
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No. 46 Dongzhimenwai Street
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Dongcheng District, Beijing 100027
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Peoples Republic of China
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Item 2(a).
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Name of Person Filing:
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This Schedule 13G/A is being filed on behalf of
Herman Man Guo and Wealthy Environment Limited (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 principal business office of
the Reporting Persons is 17/F. Sky Plaza. No. 46 Dongzhimenwai Street, Dongcheng District, Beijing 100027, People's
Republic of China.
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Item 2(c).
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Citizenship:
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Herman Man Guo Peoples Republic of China
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Wealthy Environment Limited - British Virgin
Islands
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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 per share
(the Ordinary Shares)
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American Depositary Shares, each representing
two Ordinary Shares
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Item 2(e).
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CUSIP Number:
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009411109**
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** There is no CUSIP number assigned to the Ordinary Shares of
the Issuer. CUSIP number 009411109 has been assigned to the American Depositary
Shares of the Issuer, which are quoted on The NASDAQ Global Select Market under
the symbol AMCN. Each American Depositary Share represents 2 Ordinary
Shares.
4
SCHEDULE 13G
CUSIP No. 009411109
The following information with respect to the ownership of the
Ordinary Shares of the Issuer, including Ordinary Shares represented by American
Depositary Shares, by each of the Reporting Persons, is provided as of December
31, 2011:
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Sole power to vote
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Shared power to
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Sole power to
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Shares power to
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Amount
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or
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vote or to
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dispose or to
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dispose or to
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Reporting Person
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beneficially owned
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Percent of class
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direct the vote
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direct the vote
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direct the
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direct the disposition
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disposition of
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of
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Herman Man Guo
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31,274,480
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23.7%
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31,274,480
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0
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31,274,480
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0
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Wealthy Environment Limited
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29,274,480
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22.2%
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29,274,480
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0
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29,274,480
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0
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As of December 31, 2011, Wealthy Environment Limited held
29,274,480 Ordinary Shares of the Issuer, including 1,400,000 Ordinary Shares
represented by American Depositary Shares. Wealthy Environment Limited is wholly
owned by Mr. Guo. Pursuant to Section 13(d) of the Act, Mr. Guo may be deemed to
beneficially own all of the shares held by Wealthy Environment Limited. In
addition, Mr. Guo has the right to acquire 2,000,000 Ordinary Shares upon
exercise of options granted under the 2007 Share Incentive Plan of the Issuer,
which expire in 2017.
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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Item 10.
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Certifications.
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Not applicable.
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5
SCHEDULE 13G
CUSIP No. 009411109
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.
Date: February 14, 2012
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HERMAN MAN GUO
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/s/ Herman Man Guo
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WEALTHY ENVIRONMENT LIMITED
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By:
/s/ Herman Man Guo
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Herman Man
Guo
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Director
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6
SCHEDULE 13G
CUSIP No. 009411109
LIST OF EXHIBITS
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