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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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. |
654407105 |
| 1 | NAMES OF REPORTING PERSONS Shuang Wang |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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| (a) o
Not Applicable (b) o |
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| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| The People’s Republic of China | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | None | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 6,375,697 ordinary shares (Note) | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | None | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 6,375,697 ordinary shares (Note) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 6,375,697 ordinary shares (Note) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 17.7% (Note) | |||||
| 12 | TYPE OF REPORTING PERSON | ||||
| IN | |||||
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| Note: | Value Chain International Limited (“Value Chain”) owns 2,002,312 ordinary shares of the Issuer. The Reporting Person and Ms. Min Dong are husband and wife and together beneficially own Value Chain’s 2,002,312 ordinary shares of the Issuer through their 100.0% ownership of Value Chain. | |
| In addition, the Reporting Person and Ms. Min Dong also directly beneficially own 4,373,385 ordinary shares of the Issuer. Such ordinary shares include (i) 4,013,715 ordinary shares owned by the Reporting Person; (ii) 195,807 ordinary shares underlying the Reporting Person’s share options that are currently exercisable or exercisable within 60 days of the date of this filing; (iii) 75,592 ordinary shares owned by Ms. Min Dong and (iv) 88,271 ordinary shares underlying Ms. Min Dong’s share options that are currently exercisable or exercisable within 60 days of the date of this filing. | ||
| The total issued and outstanding shares of the Company as of the date of this filing is 35,791,834, which includes 800,000 ordinary shares that were converted into American Depositary Shares in January 2008 to facilitate our employees’ cashless exercise of vested stock options. |
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| (a) | Name of Issuer: | ||
| Ninetowns Internet Technology Group Company Limited | |||
| (b) | Address of Issuer’s Principal Executive Offices | ||
| 22 Floor, Building No. 1, Capital A Partners, No. 20 Gong Ti East Road, Chaoyang District Beijing 100020, People’s Republic of China |
| (a) | Name of Person Filing | ||
| Shuang Wang | |||
| (b) | Address of Principal Business Office or, if none, Residence | ||
| c/o Ninetowns Internet Technology Group Company Limited 22 Floor, Building No. 1, Capital A Partners, No. 20 Gong Ti East Road, Chaoyang District Beijing 100020, People’s Republic of China |
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| (c) | Citizenship | ||
| The People’s Republic of China | |||
| (d) | Title of Class of Securities | ||
| Ordinary Shares | |||
| (e) | CUSIP Number | ||
| 654407105 |
| (a) | Amount beneficially owned: | ||
| 6,375,697 ordinary shares (Note) | |||
| (b) | Percent of class: | ||
| 17.7% (Note) |
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| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: | ||
| None | |||
| (ii) | Shared power to vote or to direct the vote: | ||
| 6,375,697 ordinary shares (Note) | |||
| (iii) | Sole power to dispose or to direct the disposition of : | ||
| None | |||
| (iv) | Shared power to dispose or to direct the disposition of : | ||
| 6,375,697 ordinary shares (Note) |
| Note: | Value Chain International Limited (“Value Chain”) owns 2,002,312 ordinary shares of the Issuer. The Reporting Person and Ms. Min Dong are husband and wife and together beneficially own Value Chain’s 2,002,312 ordinary shares of the Issuer through their 100.0% ownership of Value Chain. | |
| In addition, the Reporting Person and Ms. Min Dong also directly beneficially own 4,373,385 ordinary shares of the Issuer. Such ordinary shares include (i) 4,013,715 ordinary shares owned by the Reporting Person; (ii) 195,807 ordinary shares underlying the Reporting Person’s share options that are currently exercisable or exercisable within 60 days of the date of this filing; (iii) 75,592 ordinary shares owned by Ms. Min Dong and (iv) 88,271 ordinary shares underlying Ms. Min Dong’s share options that are currently exercisable or exercisable within 60 days of the date of this filing. | ||
| The total issued and outstanding shares of the Company as of the date of this filing is 35,791,834, which includes 800,000 ordinary shares that were converted into American Depositary Shares in January 2008 to facilitate our employees’ cashless exercise of vested stock options. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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| Signature: | /s/ Shuang Wang | |||
| Shuang Wang | ||||
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