- Amended Statement of Ownership (SC 13G/A)
February 14 2011 - 10:18AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Chemspec International Limited
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(Name of Issuer)
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Ordinary Shares, par value HK$0.01 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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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 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
]
1
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This CUSIP number
applies to the Issuers American Depositary Shares, each representing 60 Ordinary Shares.
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1
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NAME OF REPORTING PERSON
Jianhua Yang
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(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
Peoples Republic of
China
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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
1,206,990,441 Ordinary 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
1,206,990,441 Ordinary Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,206,990,441
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
54.77%
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12
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TYPE OF REPORTING
PERSON
IN
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1
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NAME OF REPORTING PERSON
Wise Lion Limited
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(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
British Virgin
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
1,206,990,441 Ordinary 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
1,206,990,441 Ordinary Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,206,990,441
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
54.77%
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12
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TYPE OF REPORTING
PERSON
CO
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1
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NAME OF REPORTING PERSON
Sanbrook Holdings Limited
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(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
Commonwealth of the
Bahamas
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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
1,206,990,441 Ordinary 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
1,206,990,441 Ordinary Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,206,990,441
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
54.77%
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12
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TYPE OF REPORTING
PERSON
CO
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1
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NAME OF REPORTING PERSON
JH Yang Family Trust
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(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
Republic of
Singapore
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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
1,206,990,441 Ordinary 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
1,206,990,441 Ordinary Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,206,990,441
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
54.77%
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12
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TYPE OF REPORTING
PERSON
CO
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ITEM 1
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(a).
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NAME OF ISSUER:
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Chemspec International Limited (the Issuer)
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ITEM 1
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(b).
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ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:
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No. 200 Wu Wei Road
Shanghai 200331
Peoples 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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This Schedule 13G is filed by and on behalf of (a) Jianhua Yang, (b) Wise Lion Limited, (c) Sanbrook Holdings Limited and
(d) the JH Yang Family Trust.
Jianhua Yang is the sole director of Wise
Lion Limited, which is owned by Sanbrook Holdings Limited, a Bahamian company. Sanbrook Holdings is in turn wholly owned by Credit Suisse Trust Limited as trustee of the JH Yang Family Trust, which is a revocable trust constituted under the laws of
Singapore with Jianhua Yang as settlor and Jianhua Yangs family members as beneficiaries.
Jianhua Yang, Wise Lion Limited, Sanbrook Holdings Limited and the JH Yang Family Trust are making this single, joint filing pursuant to Rule 13d-1(k) of the Act because each of them is reporting as to
the beneficial ownership of the same securities and because they may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing or anything contained herein shall be deemed
to be an admission by the reporting persons that a group exists.
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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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For Jianhua Yang:
c/o Chemspec International Limited
No. 200 Wu Wei Road
Shanghai 200331
Peoples Republic of China
For Wise Lion Limited:
Sea Meadow House
Blackburne Highway
Road Town, Tortola
British Virgin Islands
For Sanbrook Holdings Limited:
The Bahamas Financial Centre
Shirley & Charlotte Street
P.O. Box 3023
Nassau, Bahamas
For the JH Yang Family Trust:
c/o Credit Suisse Trust Limited
1 Raffles Link #05-02
Singapore 039393
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ITEM 2
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(c)
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CITIZENSHIP:
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Jianhua Yang is a citizen of the Peoples Republic of China.
Wise Lion Limited is a British Virgin Islands corporation.
Sanbrook Holdings Limited is a Bahamian
corporation.
The JH Yang Family Trust is a revocable trust constituted under the laws of Singapore.
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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.
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ITEM 2
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(e).
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CUSIP NUMBER:
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163868 102
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ITEM 3.
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STATEMENT FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) or (c):
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Not applicable.
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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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Jianhua Yang
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1,206,990,441
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54.77
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%
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1,206,990,441
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1,206,990,441
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Wise Lion Limited
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1,206,990,441
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54.77
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%
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1,206,990,441
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1,206,990,441
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Sanbrook Holdings Limited
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1,206,990,441
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54.77
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%
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1,206,990,441
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1,206,990,441
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JH Yang Family Trust
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1,206,990,441
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54.77
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%
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1,206,990,441
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1,206,990,441
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Wise Lion Limited is the record holder of 1,206,990,441 Ordinary Shares of the Issuer.
Jianhua Yang is the sole director and the sole beneficial owner of Wise Lion
Limited, which is owned by Sanbrook Holdings Limited, a Bahamian company. Sanbrook Holdings is in turn wholly owned by Credit Suisse Trust Limited as trustee of the JH Yang Family Trust, which is a revocable trust constituted under the laws of
Singapore with Jianhua Yang as settlor and Jianhua Yangs family members as beneficiaries.
Pursuant to Rule 13d-3 under the Act, each of Jianhua Yang, Sanbrook Holdings Limited and the JH Yang Family Trust may be deemed to be the beneficial owner of the Ordinary Shares of the Issuer owned by
Wise Lion Limited. Jianhua Yang, Wise Lion Limited, Sanbrook Holdings Limited and the JH Yang Family Trust may also be deemed to be a group as defined in Rule 13d-5(b) under the Act, and each member of such group may be deemed to beneficially own
the Ordinary Shares beneficially owned by other members constituting such group.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of
the class of securities, check the following:
¨
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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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The members of this group are set forth as reporting persons on Schedule 13G.
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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.
Dated: February 14, 2011
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Jianhua Yang
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/s/ Jianhua Yang
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Jianhua Yang
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Wise Lion Limited
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By:
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/s/ Jianhua Yang
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Jianhua Yang
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Director
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Sanbrook Holdings Limited
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For and on behalf of Bukit Merah Limited, as corporate director
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By:
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/s/ Peter Leppard
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Peter Leppard
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Authorized Signatory
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By:
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/s/ Tang Yang Ping
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Tang Yang Ping
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Authorized Signatory
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JH Yang Family Trust
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For an on behalf of Credit Suisse Trust Limited, as trustee
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By:
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/s/ Peter Leppard
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Peter Leppard
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Authorized Signatory
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By:
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/s/ Tang Yang Ping
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Tang Yang Ping
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Authorized Signatory
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