- Amended Statement of Beneficial Ownership (SC 13D/A)
08 Avril 2010 - 12:01PM
Edgar (US Regulatory)
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CUSIP
No. 16949H102
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Page
1 of 6
Pages
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Amendment
No. 2)
Under
the Securities Exchange Act of 1934
ChinaNet
Online Holdings, Inc.
(Name of
Issuer)
Common
Stock, $0.001 par value per share
(Title of
Class of Securities)
(CUSIP
Number)
Mitchell
S. Nussbaum, Esq.
Loeb
& Loeb LLP
345
Park Avenue
New
York, New York 10154
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
(Date of
Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box
o
.
Note.
Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits. See § 240.13d-7 for other parties to whom copies are to
be sent.
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).
(Continued
on following pages)
(Page 1
of 6 Pages)
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CUSIP
No. 16949H102
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Page
2 of 6 Pages
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1
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NAME
OF REPORTING PERSONS
SHAO
YIN YIN
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
PEOPLE’S
REPUBLIC OF
CHINA
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
197,975
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8
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SHARED
VOTING POWER
-0-
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9
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SOLE
DISPOSITIVE POWER
197,975
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10
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SHARED
DISPOSITIVE POWER
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
197,975
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
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14
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TYPE
OF REPORTING PERSON*
IN
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CUSIP
No. 16949H102
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Page
3 of 6 Pages
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1
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NAME
OF REPORTING PERSONS
SURPLUS
ELEGANT INVESTMENT LIMITED
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
o
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6
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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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7
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SOLE
VOTING POWER
197,975
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8
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SHARED
VOTING POWER
-0-
|
|
9
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SOLE
DISPOSITIVE POWER
197,975
|
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10
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SHARED
DISPOSITIVE POWER
-0-
|
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
197,975
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
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14
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TYPE
OF REPORTING PERSON*
CO
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CUSIP
No. 16949H102
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Page
4 of 6 Pages
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1
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NAME
OF REPORTING PERSONS
ALLGLAD
LIMITED
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
o
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3
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SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
OO
|
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
o
|
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6
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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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7
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SOLE
VOTING POWER
-0-
|
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8
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SHARED
VOTING POWER
-0-
|
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9
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SOLE
DISPOSITIVE POWER
-0-
|
|
10
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SHARED
DISPOSITIVE POWER
-0-
|
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE
OF REPORTING PERSON*
CO
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CUSIP
No. 16949H102
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Page 5
of 6 Pages
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EXPLANATORY
NOTE
This Amendment No. 2 to
Schedule 13D amends and supplements the Original Schedule 13D (the
“Original Schedule 13D”) and Amendment No. 1 to Schedule 13D (“Amendment
No. 1”) filed by the Reporting Persons with the Securities and Exchange
Commission (the “Commission”) on July 6, 2009 and December 1,, 2009,
respectively. This Amendment, together with the Original Schedule 13D and
Amendment No. 1, is hereby referred to as the “Schedule 13D”.
As of April
6, 2010, Surplus Elegant Investment Limited and Allglad Limited transferred
2,960,185 shares of Common Stock of the Company in the aggregate to investors
who hold passive economic interests in the Reporting
Persons. Accordingly, the Reporting Persons ceased to be the
beneficial owners of more than five percent of common stock of the Issuer as of
April 6, 2010. This Amendment No. 2 is the final amendment to the Schedule 13D
and is an exit filing.
Except
as specifically amended below, all other provisions of the Schedule 13D
remain in effect.
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Item 5.
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Interest in Securities of the
Company.
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(a) Prior
to April 6, 2010, the Reporting Persons previously beneficially owned an
aggregate of 3,158,160 shares of Common Stock of the Issuer. . As of
April 6, 2010, the Reporting Persons beneficially own 197,975 shares of Common
Stock of ChinaNet Online Holdings, Inc, representing approximately 0.01% of
approximately 0.01% of the total issued and outstanding shares of Common Stock
(based on 16,426,320 shares of Common Stock issued and outstanding) (the
“Subject Shares”).
(b) As
of April 6, 2010, each of the Reporting Persons has voting or dispositive power
over the Subject Shares as set forth in the pages prior to Item 1 of this
Schedule 13D/A.
(c) As
of April 6, 2010, Surplus Elegant and Allglad transferred in the aggregate
2,960,185 shares of Common Stock of the Issuer, to investors who hold passive
economic interests in Surplus Elegant and Allglad. These transfers were
consummated as in-kind distribution to these investors on a private basis and
for no additional consideration.
(d) Even
though Yin Yin Shao is the sole shareholder of Surplus and Allglad, other
investors hold passive economic interests in Surplus and Allglad and
have a right to the proceeds of any sale of the Subject Shares and/or the right
to receive dividends on the Subject Shares. To the knowledge of the
Reporting Persons, none of such investors hold a passive interest of more than
five percent of the issued and outstanding shares of Common Stock of the
Issuer.
(e) Not
applicable.
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Item 6.
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Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the
Issuer.
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In
connection with the transfers described in Item 5 above, (i) Surplus Elegant and
each applicable investor therein receiving Subject Shares signed an agreement in
substantially the form attached hereto as Exhibit 1 for the benefit of ChinaNet
Online Holdings Limited, and (ii) Allglad and each applicable investor therein
receiving Subject Shares signed an agreement in substantially the form attached
hereto as Exhibit 2 for the benefit of ChinaNet Online Holdings
Limited.
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Item 7.
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Materials to be Filed as
Exhibits.
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Exhibit
1
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Form
of Surplus Elegant Letter to ChinaNet Online Holdings
Limited.
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Exhibit
2
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Form
of Allglad Letter to ChinaNet Online Holdings
Limited.
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CUSIP
No.
29078X103
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Page 6
of 6 Pages
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
Dated: April
7, 2010
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ALLGLAD
LIMITED
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By:
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/s/
Yin Yin Shao
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Name:
Yin Yin Shao
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Title:
Director
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SURPLUS
ELEGANT INVESTMENT LIMITED
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By:
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/s/
Yin Yin Shao
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Name:
Yin Yin Shao
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Title:
Director
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YIN
YIN SHAO
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By:
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/s/
Yin Yin Shao
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Yin
Yin Shao
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