SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 RULE 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
China Mass Media Corp.
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(Name of Issuer)
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Ordinary Shares, par value US$0.001 per share
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(Title of Class of Securities)
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169418 100
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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 disclosures provided in a prior cover page.
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).
1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Shengcheng Wang
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)[_]
(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
Canada
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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
555,903,584 ordinary
shares
(1)
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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
555,903,584 ordinary
shares
(1)
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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
555,903,584 ordinary shares
(1)
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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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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
73.57%
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12
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TYPE OF REPORTING PERSON*
IN
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(1)
Consists of (a) 5,903,584 ordinary
shares that are issuable upon the exercise of options by Mr. Shengcheng Wang within 60 days of February 14, 2012; (b) 440,000,000
ordinary shares owned by Happy Indian Ocean Limited and (c) the 110,000,000 ordinary shares owned by Arctic Spring Limited.
1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Happy Indian Ocean 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)[_]
(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
440,000,000 ordinary
shares
(2)
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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
440,000,000 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
440,000,000 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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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
58.69%
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12
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TYPE OF REPORTING PERSON*
CO
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(2)
Mr. Shengcheng Wang may be deemed
to be the beneficial owner of the 440,000,000 ordinary shares owned by Happy Indian Ocean Limited under the U.S. securities law.
1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Arctic Spring 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)[_]
(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
110,000,000 ordinary
shares
(3)
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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
110,000,000 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
110,000,000 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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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
14.67%
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12
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TYPE OF REPORTING PERSON*
CO
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(3)
Mr. Shengcheng Wang may
be deemed to be the beneficial owner of the 110,000,000 ordinary shares owned by Arctic Spring Limited under the U.S. securities
law.
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Item 1(a)
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Name of Issuer.
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China Mass Media Corp.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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6
th
Floor, Building B, Corporate
Square, 35 Finance Street
Xicheng District, Beijing 100033
People’s Republic of China
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Item 2(a)
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Name of Person Filing.
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(ii)
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Happy Indian Ocean Limited
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(iii)
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Arctic Spring Limited
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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 Shengcheng Wang is 6
th
Floor, Building B, Corporate Square, 35 Finance Street, Xicheng District, Beijing 100033,
People’s Republic of China.
The address of the principal business
office of Happy Indian Ocean Limited and Arctic Spring Limited is Zollikerstrasse 181, 8034 Zurich, Switzerland.
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Item 2(c)
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Citizenship or Place of Organization.
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(i)
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Shengcheng Wang is a Canadian Citizen.
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(ii)
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Happy Indian Ocean Limited is a limited liability company incorporated
in the Cayman Islands.
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(iii)
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Arctic Spring Limited is a limited liability company incorporated
in the Cayman 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 US$0.001 per
share
169418 100
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[_]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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[_]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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[_]
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.78c);
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(d)
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[_]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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[_]
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[_]
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[_]
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Not Applicable
(a) Amount beneficially owned: 555,903,584
ordinary shares*
(b) Percentage of class: 73.57%
(c) Number of shares as to which the person
has:
(i) Sole power to
vote or to direct the vote: 555,903,584 ordinary shares*
(ii) Shared power
to vote or to direct the vote: 0
(iii) Sole power
to dispose or to direct the disposition of: 555,903,584 ordinary shares*
(iv) Shared power
to dispose or to direct the disposition of: 0
* Consists of (a) 5,903,584 ordinary shares
that are issuable upon the exercise of options by Mr. Shengcheng Wang within 60 days of February 14, 2012; (b) 440,000,000 ordinary
shares owned by Happy Indian Ocean Limited and (c) 110,000,000 ordinary shares owned by Arctic Spring Limited. Happy Indian Ocean
Limited is the record holder of 440,000,000 ordinary shares. Arctic Spring Limited is the record holder of 110,000,000 ordinary
shares. Mr. Shengcheng Wang has the right to vote in respect of the 440,000,000 ordinary shares owned by Happy Indian Ocean Limited
by virtue of a voting trust agreement among Mr. Shengcheng Wang, Happy Indian Ocean Limited and China Mass Media Corp. Mr. Shengcheng
Wang also has the right to vote in respect of the 110,000,000 ordinary shares owned by Arctic Spring Limited by virtue of a voting
trust agreement among Mr. Shengcheng Wang, Arctic Spring Limited and China Mass Media Corp.
Mr. Shengcheng Wang has
no direct or indirect equity interests in either Happy Indian Ocean Limited
or Arctic Spring Limited. Both
Happy Indian Ocean Limited and Arctic Spring Limited
are part of an estate and asset preservation structure that was established for the ultimate benefit, and to advance the interests,
of Mr. Wang and his family. Mr. Shengcheng Wang may be deemed to be the beneficial owner of the ordinary shares owned by Happy
Indian Ocean Limited and Arctic Spring Limited under the U.S. securities law.
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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
Not
Applicable
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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Shengcheng Wang
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By:
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/s/ Shengcheng Wang
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Name: Shengcheng Wang
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Happy Indian Ocean Limited
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By:
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/s/ RTC Administrators Ltd.
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Name: RTC Administrators Ltd.
Title: Director
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Arctic Spring Limited
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By:
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/s/ RTC Administrators Ltd.
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Name: RTC Administrators Ltd.
Title: Director
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The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement,
provided, however
, that a power of attorney for this purpose which is already on file with the Commission
may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed
beneath his signature.
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Attention:
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Intentional misstatements or omissions of fact constitute Federal criminal violations
(
see
18 U.S.C. 1001)
.
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