- Amended Statement of Ownership (SC 13G/A)
17 February 2010 - 7:35AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G/A
Amendment No.
4
Under the
Securities Exchange Act of 1934*
CDC
Corporation
|
(Name
of Issuer)
|
|
Class A Common Stock, par value $0.00025 per
share
|
(Title
of Class of Securities)
|
|
G2022L106
|
(CUSIP
Number)
|
|
December
31, 2009
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[ ] Rule
13d-1(b)
[X]
Rule 13d-1(c)
[ ] 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
(the "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
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Jayhawk
China Fund (Cayman), Ltd. (98-0170144)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
Less
than 5%*
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
Less
than 5%*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Less
than 5%*
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
Not
Applicable
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less
than 5%*
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
* Based
on 106,014,502 outstanding shares of common stock, par value $0.00025 per share,
as reported by CDC Corporation on its Form 6-F filed on December 16,
2009.
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Jayhawk
Capital Management, L.L.C. (48-1172612)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
Less
than 5%*
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
Less
than 5%*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Less
than 5%*
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
Not
Applicable
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less
than 5%*
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
* Based
on 106,014,502 outstanding shares of common stock, par value $0.00025 per share,
as reported by CDC Corporation on its Form 6-F filed on December 16,
2009.
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Kent
C. McCarthy
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
Less
than 5%*
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
Less
than 5%*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Less
than 5%*
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
Not
Applicable
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less
than 5%*
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
* Based
on 106,014,502 outstanding shares of common stock, par value $0.00025 per share,
as reported by CDC Corporation on its Form 6-F filed on December 16,
2009.
Item 2(b)
|
|
Address of Principal Business
Office or, if None, Residence:
|
The
principal business address of Jayhawk China Fund (Cayman), Ltd., Jayhawk Capital
Management, L.L.C., and Kent C. McCarthy is
930
Tahoe Blvd., 802-281, Incline Village, NV, 89451.
The
information below is as of December 31, 2009.
(a) Amount
beneficially owned:
1. Jayhawk
China Fund (Cayman), Ltd.: Less than 5%
2. Jayhawk Capital
Management, L.L.C.: Less than 5%
3. Kent C. McCarthy: Less
than 5%
(b) Percent
of class:
1. Jayhawk
China Fund (Cayman), Ltd.: Less than 5%
2. Jayhawk Capital
Management, L.L.C.: Less than 5%
3. Kent C. McCarthy: Less
than 5%
(c) Number
of shares as to which the person has:
|
(i)
|
Sole
power to vote or to direct the
vote:
|
1. Jayhawk
China Fund Cayman, Ltd.: 0
2. Jayhawk Capital
Management, L.L.C.: 0
3. Kent C. McCarthy:
0
|
(ii)
|
Shared
power to vote or direct the vote:
|
1. Jayhawk
China Fund (Cayman), Ltd.: Less than 5%
2. Jayhawk Capital
Management, L.L.C.: Less than 5%
3. Kent C. McCarthy: Less
than 5%
|
(iii)
|
Sole
power to dispose or to direct the disposition
of:
|
1. Jayhawk
China Fund Cayman, Ltd.: 0
2. Jayhawk Capital
Management, L.L.C.: 0
3. Kent C. McCarthy:
0
|
(iv)
|
Shared
power to dispose or to direct the disposition
of:
|
1. Jayhawk
China Fund (Cayman), Ltd.: Less than 5%
2. Jayhawk Capital
Management, L.L.C.: Less than 5%
3. Kent C. McCarthy: Less
than 5%
Percent
of Class is based on 106,014,502 outstanding shares of common stock, par value
$0.00025 per share, as reported by CDC Corporation on its Form 6-F filed on
December 16, 2009.
Item
5
|
|
Ownership
of Five Percent or Less of a Class:
|
|
|
|
|
If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than 5% of the class of securities, check the
following:
|
SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, the parties
below
certify that the information set forth in this statement is true, complete and
correct.
|
|
|
|
|
|
|
|
|
/s/
Kent C. McCarthy
|
|
|
|
Kent
C. McCarthy
|
|
|
|
|
|
|
|
|
|
|
Jayhawk
Capital Management, L.L.C.
|
|
|
|
|
|
|
By:
|
/s/
Kent C. McCarthy
|
|
|
|
Name: Kent
C. McCarthy
|
|
|
|
Title: Manager
|
|
|
Jayhawk
China Fund (Cayman) Ltd.
|
|
|
|
|
|
|
By:
|
Jayhawk
Capital Management, L.L.C.
Its
Investment Manager
/s/
Kent C. McCarthy
|
|
|
|
Name: Kent
C. McCarthy
|
|
|
|
Title:
Manager
|
|
|
|
|
|
Exhibit
A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE
13G
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned agree to the joint filing on behalf of each of them of
a statement on Schedule 13G (including amendments thereto) with respect to the
Common Stock, par value $0.00025 per share, of CDC Corporation, and further
agree that this Agreement be included as an exhibit to such
filings.
In
evidence whereof, the undersigned have caused this Agreement to be executed on
their behalf this 13th day of February, 2009
|
|
|
|
|
|
|
|
|
/s/
Kent C. McCarthy
|
|
|
|
Kent
C. McCarthy
|
|
|
|
|
|
|
|
|
|
|
Jayhawk
Capital Management, L.L.C.
|
|
|
|
|
|
|
By:
|
/s/
Kent C. McCarthy
|
|
|
|
Name: Kent
C. McCarthy
|
|
|
|
Title:
Manager
|
|
|
Jayhawk
China Fund (Cayman) Ltd.
|
|
|
|
|
|
|
By:
|
Jayhawk
Capital Management, L.L.C.
Its
Investment Manager
/s/
Kent C. McCarthy
|
|
|
|
Name: Kent
C. McCarthy
|
|
|
|
Title:
Manager
|
|
|
|
|
|
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