sc13gza
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
China Finance Online Co. Limited
Ordinary Shares, par value HK$0.001 per share
(Title of Class of Securities)
169379104
December 31, 2007
(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 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).
SCHEDULE 13G
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CUSIP No. 169379104 |
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Page 2
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10 Pages |
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NAME OF REPORTING PERSON
Vertex Technology Fund (III) Ltd (“VTF3”) |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Singapore |
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SOLE VOTING POWER |
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| NUMBER OF |
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— (See Row 6 and related footnote) |
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| SHARES |
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SHARED VOTING POWER |
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| OWNED BY |
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11,981,319 Ordinary Shares
(1) |
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SOLE DISPOSITIVE POWER |
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— (See Row 8 and related footnote) |
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SHARED DISPOSITIVE POWER |
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11,981,319 Ordinary Shares (1) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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11,981,319 Ordinary Shares (1) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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10.9%* |
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TYPE OF REPORTING PERSON (See Instructions) |
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CO |
(1) Represents 2,396,263 American Depositary Shares
(“ADSs”), each of which represents 5 Ordinary Shares, and 4 Ordinary Shares, held of record by VTF3. Divestment and voting decisions
must be approved by a majority vote of the members of an investment committee established by
Vertex Management (II) Pte Ltd (“VM2”) for VTF3. As a result, VM2 may be deemed to have the power to vote
and dispose of the shares held of record by VTF3. In addition, Vertex Venture Holdings Ltd (“VVH”), as the sole shareholder of VTF3, and as the sole shareholder of
Vickers Capital Limited, which is the sole shareholder of VM2, may also be deemed to have the power to vote and dispose of these shares. See the second paragraph of Item 2(a) of this Schedule 13G for more information.
* Based upon 109,754,433 Ordinary Shares of China Finance Online Co. Limited (the “Company”) outstanding as of December 31, 2007, as reported by the Company to the Reporting Persons.
SCHEDULE 13G
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CUSIP No. 169379104 |
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Page 3
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10 Pages |
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NAME OF REPORTING PERSON
Vertex Management (II) Pte Ltd (“VM2”) |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Singapore |
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SOLE VOTING POWER |
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| NUMBER OF |
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— (See Row 6 and related footnote) |
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| SHARES |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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11,981,319 Ordinary Shares (2) |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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— (See Row 8 and related footnote) |
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| WITH |
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SHARED DISPOSITIVE POWER |
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11,981,319 Ordinary Shares (2) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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11,981,319 Ordinary Shares (2) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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10.9%* |
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TYPE OF REPORTING PERSON (See Instructions) |
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CO |
(2) Represents 2,396,263 ADSs, each of which represents
5 Ordinary Shares, and 4 Ordinary Shares, held of record by VTF3. Divestment and voting decisions must be approved by a majority vote of the members of an investment committee established by VM2 for VTF3. As a result, VM2 may be deemed to have the power to vote and dispose of the shares held of record by VTF3. In addition, VVH, as the sole shareholder of VTF3, and as the sole shareholder of Vickers Capital
Limited, which is the sole shareholder of VM2, may also be deemed to have the power to vote and dispose of these shares. See the second paragraph of Item 2(a) of this Schedule 13G for more information.
* Based upon 109,754,433 Ordinary Shares of the Company outstanding as of December 31, 2007, as reported by the Company to the Reporting Persons.
SCHEDULE 13G
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CUSIP No. 169379104 |
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Page 4
of
10 Pages |
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| 1 |
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NAME OF REPORTING PERSON
Vertex Venture Holdings Ltd (“VVH”) |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Singapore |
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SOLE VOTING POWER |
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| NUMBER OF |
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— (See Row 6 and related footnote) |
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| SHARES |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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11,981,319 Ordinary Shares (3) |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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— (See Row 8 and related footnote) |
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| WITH |
8 |
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SHARED DISPOSITIVE POWER |
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11,981,319 Ordinary Shares (3) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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11,981,319 Ordinary Shares (3) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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10.9%* |
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TYPE OF REPORTING PERSON (See Instructions) |
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CO |
(3) Represents 2,396,263 ADSs, each of which represents
5 Ordinary Shares, and 4 Ordinary Shares, held of record by VTF3. Divestment and voting decisions must be approved by a majority vote of the members of an investment committee established by VM2 for VTF3. As a result, VM2 may be deemed to have the power to vote and dispose of the shares held of record by VTF3. In addition, VVH, as the sole shareholder of VTF3, and as the sole shareholder of Vickers Capital
Limited, which is the sole shareholder of VM2, may also be deemed to have the power to vote and dispose of these shares. See the second paragraph of Item 2(a) of this Schedule 13G for more information.
* Based upon 109,754,433 Ordinary Shares of the Company outstanding as of December 31, 2007, as reported by the Company to the Reporting Persons.
SCHEDULE 13G
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CUSIP No. 169379104 |
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Page 5
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10 Pages |
Item 1.
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(a)
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Name of Issuer: |
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China Finance Online Co. Limited (the “issuer” or the “Company”) |
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(b)
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Address of Issuer’s Principal Executive Offices: |
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9th Floor of Tower C, Corporate Square |
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No. 35 Financial Street |
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Xicheng District |
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Beijing, China 100032 |
Item 2.
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(a)
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Name of Person Filing: |
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This Statement is filed by the following entities: |
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Vertex Technology Fund (III) Ltd (“VTF3”) |
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Vertex Management (II) Pte Ltd (“VM2”) |
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Vertex Venture Holdings Ltd (“VVH”) |
The foregoing entities are collectively referred to as the “Reporting Persons.”
VM2 and VTF3 are parties to a management agreement under which VM2 manages the investments
made by VTF3. Divestment and voting decisions with respect to the shares of the issuer held by
VTF3 must be approved by a majority vote of the members of an investment committee established by
VM2 for VTF3. VVH is the sole shareholder of VTF3. VVH is also the sole shareholder of Vickers
Capital Limited, which is the sole shareholder of VM2. As a result of its share ownership
positions, VVH may be deemed to control VTF3 and VM2 and may therefore be deemed to have the power
to vote and the power to dispose of shares of the issuer owned directly by VTF3.
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(b)
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Address of Principal Business Office: |
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The address for VTF3, VVH and VM2 is: |
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51 Cuppage Road |
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#10-08 Starhub Centre |
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Singapore 229469 |
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(c)
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Citizenship: |
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VTF3, VM2 and VVH are each corporations organized under the laws of Singapore. |
SCHEDULE 13G
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CUSIP No. 169379104 |
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Page 6
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10 Pages |
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(d)
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Title of Class of Securities: |
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Ordinary Shares, par value HK$0.001 per share |
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(e)
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CUSIP Number: |
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169379104 |
Item 3. Not applicable
Item 4. Ownership.
The following information with respect to the ownership of the Ordinary Shares of the issuer
by the persons filing this statement is provided as of December 31, 2007:
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(a) |
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Amount beneficially owned: |
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See Row 9 of cover page for each Reporting Person |
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Percent of class: |
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See Row 11 of cover page for each Reporting Person |
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(c) |
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Number of shares as to which the person has: |
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(i)
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Sole power to vote or to direct the vote: |
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See Row 5 of cover page for each Reporting Person |
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(ii)
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Shared power to vote or to direct the vote: |
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See Row 6 of cover page for each Reporting Person |
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(iii)
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Sole power to dispose or to direct the disposition of: |
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See Row 7 of cover page for each Reporting Person |
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(iv)
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Shared power to dispose or to direct the disposition of: |
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See Row 8 of cover page for each Reporting Person |
Item 5. Ownership of Five Percent or Less of a Class.
SCHEDULE 13G
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CUSIP No. 169379104 |
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Page 7
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person.
As described above, the Ordinary Shares being reported on pursuant to this Schedule 13G are
held of record by Vertex Technology Fund (III) Ltd, a Singapore corporation.
Item 8. Identification and Classification of Members of the Group.
As described above, the Ordinary Shares being reported on pursuant to this Schedule 13G are
held of record by VTF3. While the existence of a group is not expressly affirmed pursuant to this
filing, the Reporting Persons include the following additional entities, which may be deemed to
exercise voting or investment power with respect to the shares held of record by VTF3: Vertex
Management (II) Pte Ltd; and Vertex Venture Holdings Ltd. See Item 2 of this Schedule 13G for
additional information about the relationships among these parties.
Item 9. Notice of Dissolution of Group.
Item 10. Certifications.
SCHEDULE 13G
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CUSIP No. 169379104 |
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Page 8
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10 Pages |
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.
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VERTEX TECHNOLOGY FUND (III) LTD |
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Dated: February 4, 2008
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By:
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/s/ Chua Joo Hock |
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Name:
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Chua Joo Hock
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Title:
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Director
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VERTEX MANAGEMENT (II) PTE LTD |
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Dated: February 4, 2008
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By:
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/s/ Lim Kok Liang |
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Name:
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Lim Kok Liang
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Title:
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Director
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VERTEX VENTURE HOLDINGS LTD |
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Dated: February 4, 2008
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By:
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/s/ Tan Mui Hong |
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Name:
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Tan Mui Hong
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Title:
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Director
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SCHEDULE 13G
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CUSIP No. 169379104 |
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Page 9
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10 Pages |
EXHIBIT INDEX
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| Exhibit |
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Exhibit A:
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Agreement of Joint Filing |
SCHEDULE 13G
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CUSIP No. 169379104 |
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Page 10
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10 Pages |
EXHIBIT A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to
the Ordinary Shares of China Finance Online Co. Limited shall be filed on behalf of each of the
undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Each of the
undersigned acknowledges that each shall be responsible for the timely filing of amendments with
respect to information concerning such undersigned reporting person, and for the completeness and
accuracy of the information concerning such undersigned reporting person, contained therein, but
shall not be responsible for the completeness and accuracy concerning the others, except to the
extent that such reporting person knows or has reason to believe that such information is
inaccurate. This agreement may be executed in any number of counterparts and all of such
counterparts taken together shall constitute one and the same instrument.
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VERTEX TECHNOLOGY FUND (III) LTD |
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Dated: February 4, 2008
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By:
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/s/ Chua Joo Hock |
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Name:
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Chua Joo Hock
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Title:
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Director
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VERTEX MANAGEMENT (II) PTE LTD |
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Dated: February 4, 2008
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By:
Name:
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/s/ Lim Kok Liang
Lim Kok Liang
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Title:
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Director |
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VERTEX VENTURE HOLDINGS LTD |
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Dated: February 4, 2008
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By:
Name:
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/s/ Tan Mui Hong
Tan Mui Hong
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Title:
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Director
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