UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
King Apex Group Holdings IV Ltd 28C, 500 ZHANGYANG ROAD SHANGHAI, CHINA, F4 200120 |
 |  X |  |  |
/s/ Xiaofan Bai | 07/03/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On April 4, 2014, King Apex Group Holdings IV Limited, a British Virgin Islands company ("King Apex IV"), acquired 13,500,000 shares of the common stock of the Issuer for $0.20 per share in a private placement transaction pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The voting and dispositive control over the shares is shared by the owners of King Apex IV: Wei Chaoyin (11.36%), Meng Jia (5.68%), Bai Wenbiao (5.68%), Sun Zhigang (5.68%), Shi Lisha (3.41%), King Apex Group Holdings Limited, a British Virgin Islands company (22.73%), and Boom Rich Investment Limited, a British Virgin Islands company (45.45%), and none of such owners has veto power. Xiaofan Bai is a Director of King Apex IV. |
(2) | Allied Fortune (HK) Management Limited, a British Virgin Islands company ("Allied"), provides management services for King Apex IV, and Xiaofan Bai is the owner, Chief Executive Officer and Chairman of Allied. Mr. Bai disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that he is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |