SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 3)*

 

Taomee Holdings Limited

(Name of Issuer)

ordinary shares, par value US$0.00002 per share (the “Ordinary Shares”)

(Title of Class of Securities)

G8673T 108

(CUSIP Number)

December 31, 2014

(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)

x

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).

 

(Continued on following pages)

 


 

1

Name of Reporting Person
Roc Yunpeng Cheng

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization

People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
74,478,613 Ordinary Shares. (1)

 

Charming China Limited may also be deemed to have sole voting power with respect to 71,392,593 Ordinary Shares, including 13 Ordinary Shares and 71,392,580 Ordinary Shares represented by 3,569,629 American Depositary Shares, each representing 20 Ordinary Shares (“ADSs”). See Item 4.

6

Shared Voting Power
0

7

Sole Dispositive Power
74,478,613 Ordinary Shares. (1) 

 

Charming China Limited may also be deemed to have sole dispositive power with respect to 71,392,593 Ordinary Shares, including 13 Ordinary Shares and 71,392,580 Ordinary Shares represented by 3,569,629 ADSs. See Item 4.

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
74,478,613 Ordinary Shares.

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11

Percent of Class Represented by Amount in Row 9
9.83% (2)

12

Type of Reporting Person*
IN

 

(1) Including (i) 13 Ordinary Shares directly held by Charming China Limited, (ii) 71,392,580 Ordinary Shares, represented by 3,569,629 ADSs directly held by Charming China Limited, (iii) 155,420 Ordinary Shares directly held by Roc Yunpeng Cheng, and (iv) 2,930,600 Ordinary Shares issuable upon exercise of options within 60 days of December 31, 2012.

(2) Based on the 757,684,760 Ordinary Shares outstanding as of December 31, 2014 and 2,930,600 Ordinary Shares issuable upon exercise of options within 60 days of December 31, 2014.

 

2


 

1

Name of Reporting Person
Charming China Limited

I.R.S. Identification No. of Above Persons (Entities Only)

N/A

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
71,392,593 Ordinary Shares, including 13 Ordinary Shares and 71,392,580 Ordinary Shares represented by 3,569,629 ADSs.

 

Roc Yunpeng Cheng may also be deemed to have sole voting power with respect to the above shares. See Item 4.

6

Shared Voting Power
0

7

Sole Dispositive Power
71,392,593 Ordinary Shares, including 13 Ordinary Shares and 71,392,580 Ordinary Shares represented by 3,569,629 ADSs.

 

Roc Yunpeng Cheng may also be deemed to have sole dispositive power with respect to the above shares. See Item 4.

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
71,392,593 Ordinary Shares.

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11

Percent of Class Represented by Amount in Row 9
9.42% (1)

12

Type of Reporting Person*
CO

 

(1) Based on the 757,684,760 Ordinary Shares outstanding as of December 31, 2014.

 

3


 

Item 1(a).

 

Name of Issuer:
Taomee Holdings Limited (the “Issuer”)

 

 

 

Item 1(b).

 

Address of Issuer’s Principal Executive Offices:
16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District

Shanghai 200233

People’s Republic of China

 

 

 

Item 2(a).

 

Name of Person Filing:
Roc Yunpeng Cheng

Charming China Limited

 

 

 

Item 2(b).

 

Address of Principal Business Office, or, if none, Residence:

Roc Yunpeng Cheng:

 

16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District

Shanghai 200233

People’s Republic of China

 

Charming China Limited:

 

Trinity Chambers, P.O. Box 4301

Road Town, Tortola

British Virgin Islands.

 

 

 

Item 2(c)

 

Citizenship:
Roc Yunpeng Cheng – People’s Republic of China

Charming China Limited – British Virgin Islands

 

 

 

Item 2(d).

 

Title of Class of Securities:
ordinary shares, par value US$0.00002 per share (the “Ordinary Shares”)

 

 

 

Item 2(e).

 

CUSIP Number:
G8673T 108

 

 

 

Item 3.

 

Not Applicable

 

4


 

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, 2014:

 

 

 

Reporting Persons

 

Amount
beneficially
owned:

 

Percent
of class:

 

Sole power
to vote or
direct
the vote:

 

Shared
power to
vote or to
direct
the vote:

 

Sole power to
dispose or to
direct the
disposition of:

 

Shared power
to dispose or to
direct the
disposition of:

 

 

Roc Yunpeng Cheng

 

74,478,613

 

9.83

%

74,478,613

 

0

 

74,478,613

 

0

 

 

Charming China Limited

 

71,392,593

 

9.42

%

71,392,593

 

0

 

71,392,593

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charming China Limited, a British Virgin Islands company, is the record owner of 71,392,593 Ordinary Shares of the Issuer, including 13 Ordinary Shares and 71,392,580 Ordinary Shares represented by 3,569,629 ADSs of the Issuer. Mr. Roc Yunpeng Cheng is the sole owner of Charming China Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Cheng may be deemed to beneficially own all of the shares held by Charming China Limited.

 

 

 

Mr. Roc Yunpeng Cheng also holds 155,420 Ordinary Shares directly and will hold 2,930,600 Ordinary Shares issuable upon exercise of options within 60 days after December 31, 2014.

 

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

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

 

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.

Certification:

 

Not Applicable

 

5


 

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.

 

 

Date: February 17, 2015

 

 

 

 

 

 

Roc Yunpeng Cheng

 

 

 

By:

/s/ Roc Yunpeng Cheng

 

 

 

 

 

 

Charming China Limited

 

 

 

By:

/s/ Roc Yunpeng Cheng

 

 

Name: Roc Yunpeng Cheng

 

 

Title: Director

 

6


 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99.1

 

Joint Filing Agreement

 

7



Exhibit 99.1

 

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 US$0.00002 per share, of Taomee Holdings Limited, 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.

 

[Signature page to follow]

 


 

Signature Page

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 17, 2015.

 

 

Roc Yunpeng Cheng

 

 

 

By:

/s/ Roc Yunpeng Cheng

 

 

Name: Roc Yunpeng Cheng

 

 

 

Charming China Limited

 

 

 

By:

/s/ Roc Yunpeng Cheng

 

 

Name: Roc Yunpeng Cheng

 

 

Title: Director

 

 

 

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