UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AirMedia Group Inc.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G0135J 109
(CUSIP Number)
December 31, 2010
(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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. |
G0135J 109 |
| 1 | NAMES OF REPORTING PERSONS Global Gateway Investments Limited |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| British Virgin Islands | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 22,732,306 ordinary shares in the form of American Depositary Shares (“ADSs”), each representing two ordinary shares of the issuer. Each of CDH China Growth Capital Fund II, L.P. and CDH China Growth Capital Holdings Company Limited may also be deemed to have sole voting power with respect to the above shares. (See Item 4) | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 22,732,306 ordinary shares in the form of ADSs, each representing two ordinary shares of the issuer. Each of CDH China Growth Capital Fund II, L.P. and CDH China Growth Capital Holdings Company Limited may also be deemed to have sole dispositive power with respect to the above shares. (See Item 4) | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 22,732,306 ordinary shares in the form of ADSs, each representing two ordinary shares of the issuer | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 17.33% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| CO | |||||
Page 2 of 8 Pages
CUSIP No. |
G0135J 109 |
| 1 | NAMES OF REPORTING PERSONS CDH China Growth Capital Fund II, L.P. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Cayman Islands | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 22,732,306 ordinary shares in the form of ADSs, each representing two ordinary shares of the issuer. Each of Global Gateway Investments Limited and CDH China Growth Capital Holdings Company Limited may also be deemed to have sole voting power with respect to the above shares. (See Item 4) | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 22,732,306 ordinary shares in the form of ADSs, each representing two ordinary shares of the issuer. Each of Global Gateway Investments Limited and CDH China Growth Capital Holdings Company Limited may also be deemed to have sole dispositive power with respect to the above shares. (See Item 4). | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 22,732,306 ordinary shares in the form of ADSs, each representing two ordinary shares of the issuer | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 17.33% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| PN | |||||
Page 3 of 8 Pages
CUSIP No. |
G0135J 109 |
| 1 | NAMES OF REPORTING PERSONS CDH China Growth Capital Holdings Company Limited |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Cayman Islands | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 22,732,306 ordinary shares in the form of ADSs, each representing two ordinary shares of the issuer. Each of CDH China Growth Capital Fund II, L.P. and Global Gateway Investments Limited may also be deemed to have sole voting power with respect to the above shares. (See Item 4) | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 22,732,306 ordinary shares in the form of American Depositary Shares, each representing two ordinary shares of the issuer. Each of CDH China Growth Capital Fund II, L.P. and Global Gateway Investments Limited may also be deemed to have sole dispositive power with respect to the above shares. (See Item 4) | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 22,732,306 ordinary shares in the form of American Depositary Shares, each representing two ordinary shares of the issuer | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 17.33% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| CO | |||||
Page 4 of 8 Pages
CUSIP No. |
G0135J 109 |
Item 1(a). Name of Issuer:
AirMedia Group Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
17/F, Sky Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
People’s Republic of China
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
People’s Republic of China
Item 2(a). Name of Person Filing:
Global Gateway Investments Limited
CDH China Growth Capital Fund II, L.P.
CDH China Growth Capital Holdings Company Limited
CDH China Growth Capital Fund II, L.P.
CDH China Growth Capital Holdings Company Limited
Item 2(b). Address of Principal Business Office or, if None, Residence:
For all reporting persons herein:
c/o CDH Investment Advisory Private Limited
One Temasek Avenue
#18-02, Millenia Tower
Singapore 039192
One Temasek Avenue
#18-02, Millenia Tower
Singapore 039192
Item 2(c). Citizenship:
Global Gateway Investments Limited — British Virgin Islands
CDH China Growth Capital Fund II, L.P. — Cayman Islands
CDH China Growth Capital Holdings Company Limited — Cayman Islands
Item 2(d). Title of Class of Securities:
Ordinary Shares
Item 2(e). CUSIP Number:
G0135J 109
Item 3. Not Applicable
Page 5 of 8 Pages
CUSIP No. |
G0135J 109 |
Item 4. Ownership:
The following information with respect to the ownership of the ordinary shares of
the issuer by each of the reporting persons is provided as of December 31, 2010:
| Shared | Sole power to | |||||||||||||||||||||||
| Sole power | power to | dispose or to | Shared power | |||||||||||||||||||||
| Amount | to vote or | vote or to | direct the | to dispose or to | ||||||||||||||||||||
| beneficially | Percent | direct the | direct | disposition | direct the | |||||||||||||||||||
| Reporting Person | owned: | of class: | vote: | the vote: | of: | disposition of: | ||||||||||||||||||
Global Gateway
Investments Limited |
22,732,306 | 17.33 | % | 22,732,306 | 0 | 22,732,306 | 0 | |||||||||||||||||
CDH China Growth
Capital Fund II,
L.P. |
22,732,306 | 17.33 | % | 22,732,306 | 0 | 22,732,306 | 0 | |||||||||||||||||
CDH China Growth
Capital Holdings
Company Limited |
22,732,306 | 17.33 | % | 22,732,306 | 0 | 22,732,306 | 0 | |||||||||||||||||
Global Gateway Investments Limited is the beneficial owner of 22,732,306 ordinary
shares in the form of American Depositary Shares, each representing two ordinary
shares of the issuer. CDH China Growth Capital Fund II, L.P. (“CDH Fund II”) owns
100% of the total outstanding shares of Global Gateway Investments Limited. CDH
China Growth Capital Holdings Company Limited (“CDH Growth Capital Holdings”) is the
general partner of CDH Fund II and has the power to direct CDH Fund II as to the
voting and disposition of shares directly and indirectly held by CDH Fund II.
The investment committee of CDH Growth Capital Holdings comprises Shangzhi Wu, Shuge
Jiao and Xinlai Liu. Changes to the investment committee require the approval of
the directors of CDH Growth Capital Holdings. The directors of CDH Growth Capital
Holdings are nominated by the principal shareholders of CDH Growth Capital Holdings,
being (i) an affiliate of Capital Z Partners, (ii) an affiliate of the Government of
Singapore Investment Corporation, and (iii) China Diamond Holdings II, L.P., a
British Virgin Islands limited partnership controlled by senior members of the CDH
Fund II investment team. Pursuant to Section 13(d) of the Securities Exchange Act
of 1934, as amended, and the rules promulgated thereunder, Shangzhi Wu, Shuge Jiao
and Xinlai Liu may be deemed to share beneficial ownership of the ordinary shares
held by Global Gateway Investments Limited. Such persons disclaim such beneficial
ownership.
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Page 6 of 8 Pages
CUSIP No. |
G0135J 109 |
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
Not applicable
Item 8. Identification and Classification of Members of the Group:
Not applicable
Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certifications:
Not applicable
Page 7 of 8 Pages
CUSIP No. |
G0135J 109 |
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 11, 2011
Global Gateway Investments Limited
|
By: | /s/ Shangzhi Wu
|
||||
| Title: Director | ||||||
| CDH China Growth Capital Fund II, L.P. | By: CDH China Growth Capital Holdings Company Limited, its General Partner | |||||
| By: | /s/ Shangzhi Wu
|
|||||
| Title: Director | ||||||
CDH China Growth Capital Holdings Company Limited
|
By: | /s/ Shangzhi Wu
|
||||
| Title: Director | ||||||
Page 8 of 8 Pages
LIST OF EXHIBITS
| Exhibit No. | Description | |
| A | Joint Filing Agreement |
EXHIBIT A: Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such
term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on
Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value $0.001
per share, of AirMedia Group Inc., a Cayman Islands exempted company, and that this Agreement may
be included as an Exhibit to such joint filing. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same instrument.
[Remainder of this page has been left intentionally blank.]
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 11, 2011.
Global Gateway Investments Limited
|
By: | /s/ Shangzhi Wu
|
||||
| Title: Director | ||||||
| CDH China Growth Capital Fund II, L.P. | By: CDH China Growth Capital Holdings Company Limited, its General Partner | |||||
| By: | /s/ Shangzhi Wu
|
|||||
| Title: Director | ||||||
CDH China Growth Capital Holdings Company Limited
|
By: | /s/ Shangzhi Wu
|
||||
| Title: Director | ||||||