Statement of Ownership (sc 13g)
13 Febrero 2013 - 12:55PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 Rule 13d-2
Under the Securities Exchange Act of 1934
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Acquity Group Limited
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(Name of Issuer)
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Ordinary Shares
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(Title of Class of Securities)
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00489C103
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(CUSIP Number)
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December 31, 2012
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
*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).
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CUSIP No.
00489C103
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13G
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Page 2 of 10 Pages
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1
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NAME OF REPORTING
PERSONS
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(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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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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5
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SOLE VOTING POWER
11,175,036 ordinary shares (1)
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
11,175,036 ordinary shares (2)
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,175,036 ordinary shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON (See Instructions)
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________________________
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(1)
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Includes 11,175,036 ordinary shares beneficially owned by Rong Lu through Surfmax Investment Partners Limited.
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(2)
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Includes 11,175,036 ordinary shares held by Rong Lu through Surfmax Investment Partners Limited.
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CUSIP No.
00489C103
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13G
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Page 3 of 10 Pages
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1
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NAME OF REPORTING
PERSONS
Surfmax Investment Partners Limited (3)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(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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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
12,571,915 ordinary shares
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
12,571,915 ordinary shares
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,571,915 ordinary shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON (See Instructions)
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________________________
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(3)
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Surfmax Investment Partners Limited is a limited liability company incorporated in the British Virgin Islands. Rong Lu holds an 88.9% equity interest in and is the controlling person of Surfmax.
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CUSIP No.
00489C103
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13G
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Page 4 of 10 Pages
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Item 1(a)
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Name of Issuer:
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Acquity Group Limited
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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6th Floor, Alexandra House,
18 Chater Road, Hong Kong
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Item 2(a)
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Name of Person Filing:
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Rong Lu
Surfmax Investment Partners Limited
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Item 2(b)
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Address of Principal Business Office or, if None, Residence:
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Rong Lu
Room 1605, 16th Fl., Tower 2
79 Jianguo Road, Chaoyang District
Beijing 100025 China
Surfmax Investment Partners Limited
1503 Ruttonjee House
11 Duddell Street, Hong Kong
Rong Lu is a citizen of the People’s Republic of China.
Surfmax Investment Partners Limited is a limited liability company incorporated in the British Virgin Islands.
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Item 2(d)
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Title of Class of Securities:
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ordinary shares, par value of US$0.0001 per share
00489C103
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CUSIP No.
00489C103
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13G
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Page 5 of 10 Pages
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not Applicable
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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Reporting
Person
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Amount
beneficially
owned:
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Percent
of class
:
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Sole power to
vote or direct the
vote:
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Shared power
to vote or to
direct the
vote:
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Sole power to
dispose or to
direct the
disposition of:
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Shared power to
dispose or to
direct the
disposition of:
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Rong Lu
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11,175,036
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23.8%
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11,175,036
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0
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11,175,036
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0
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Surfmax Investment Partners Limited
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12,571,915
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26.7%
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12,571,915
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0
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12,571,915
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0
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Surfmax Investment Partners Limited is a limited liability company incorporated in the British Virgin Islands. Rong Lu holds an 88.9% equity interest in and is the controlling person of Surfmax Investment Partners Limited. Adrian Chan holds the remaining 11.1% equity interest in Surfmax Investment Partners Limited. The address of Surfmax Investment Partners Limited’s registered office is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
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Item 5
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Ownership of Five Percent or Less of a Class:
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Not applicable
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person:
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Not applicable
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CUSIP No.
00489C103
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13G
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Page 6 of 10 Pages
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company or Controlling Person:
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Not applicable
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Item 8
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Identification and Classification of Members of the Group:
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Not applicable
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Item 9
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Notice of Dissolution of Group:
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Not applicable
Not Applicable
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CUSIP No.
00489C103
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13G
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Page 7 of 10 Pages
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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 13, 2013
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Rong Lu
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/s/ Rong Lu
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Surfmax Investment Partners Limited
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By:
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/s/ Adrian Chan
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Name:
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Adrian Chan
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Title:
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Director
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LIST OF EXHIBITS
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A.
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Joint Filing Agreement
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Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the under signed hereby agree to the joint filing with all other Reporting Persons (as such term if 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 of Acquity Group Limited, a Cayman Islands 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 13, 2013.
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Rong Lu
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/s/ Rong Lu
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Surfmax Investment Partners Limited
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By:
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/s/ Adrian Chan
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Name:
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Adrian Chan
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Title:
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Director
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