Amended Statement of Ownership (sc 13g/a)
10 2월 2014 - 8:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Vimicro International Corporation
(Name of
Issuer)
Ordinary Shares
(Title of
Class of Securities)
G9366M103
(CUSIP Number)
December 31, 2013
(Date of
Event Which Requires Filing of this Statement)
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. This Amendment No. 7 to Schedule 13G is deemed
to amend the Schedule 13G filed with the Securities and Exchange Commission on February 11, 2013.
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)
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CUSIP NO. G9366M103
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Schedule 13 G
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Zhonghan Deng
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
¨
|
|
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
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
13,901,224 ordinary shares
(1)
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7
|
SOLE DISPOSITIVE POWER
0
|
8
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SHARED DISPOSITIVE POWER
13, 901,224 ordinary shares
(1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13, 901,224 ordinary shares
(1)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
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11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.71
%
|
12
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TYPE OF REPORTING PERSON* IN
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|
|
|
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(1) This amount includes (a) 8,453, 192 ordinary shares
;
(b) 15,000 American Depositary Shares (ADSs), equivalent to 60,000 ordinary shares, and (c) options to purchase 5,388,032 ordinary
shares within 60 days of December 31, 2013. In 2013, Mr. Zhonghan Deng was granted 60,631 ADSs through the Issuer’s 2005
Employee Stock Incentive Plan, including 30,315 vested ADSs and 30,316 unvested ADSs. The total amount of ordinary shares owed
by Mr. Zhonghan Deng includes the vested 30,315 ADSs, equivalent to 121,260 ordinary shares, while excludes 30,316 unvested ADSs,
equivalent to 121,264 ordinary shares, which will be vested to Mr. Zhonghan Deng on or about March 2, 2014, subject to a rating
of above satisfactory in the annual performance evaluation by March 2014.
|
CUSIP NO. G9366M103
|
Schedule 13 G
|
|
1
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NAME OF REPORTING PERSON
Vimicro Beijing Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
¨
|
|
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
0
|
6
|
SHARED VOTING POWER
8,513,192 ordinary shares
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
8,513,192 ordinary shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,513,192 ordinary shares
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.19%
|
12
|
TYPE OF REPORTING PERSON* CO
|
|
|
|
|
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CUSIP NO. G9366M103
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Schedule 13 G
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1
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NAME OF REPORTING PERSON
The Golden Hill International Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
¨
|
|
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
8,513,192 ordinary shares
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
8,513,192 ordinary shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,513,192 ordinary shares
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.19%
|
12
|
TYPE OF REPORTING PERSON* OO
|
|
|
|
|
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CUSIP NO. G9366M103
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Schedule 13 G
|
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1
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NAME OF REPORTING PERSON
HSBC International Trustee Limited (as trustee for The Golden
Hill International Trust which ultimately owns ordinary shares of the Issuer)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
¨
|
|
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
0
|
6
|
SHARED VOTING POWER
8,513,192 ordinary shares
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
8,513,192 ordinary shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,513,192 ordinary shares
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.19%
|
12
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TYPE OF REPORTING PERSON* CO
|
|
|
|
|
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ITEM 1(a).
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NAME OF ISSUER:
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Vimicro International Corporation (the “Issuer”)
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ITEM 1(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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15/F Shining Tower, No. 35 Xueyuan Road, Haidian District, Beijing 100083, People’s Republic of China
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ITEM 2(a).
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NAME OF PERSON FILING:
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(i) Zhonghan Deng
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(ii) Vimicro Beijing Corporation (the “Record Holder”)
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(iii) The Golden Hill International Trust (the “Trust”)
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(iv) HSBC International Trustee Limited (the “Trustee”) (as trustee for the Trust which ultimately owns ordinary shares of the Issuer)
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ITEM 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
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The address of the Record Holder and Dr. Zhonghan Deng:
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15/F Shining Tower,
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No. 35 Xueyuan Road
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Haidian District, Beijing 100083
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People’s Republic of China
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The address of the Trust is:
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P.O. Box 71
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Craigmuir Chambers
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Road Town, Tortola
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British Virgin Islands
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The address of the Trustee is:
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21 Collyer Quay #19-01 HSBC Building, Singapore 049320
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ITEM 2(c)
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CITIZENSHIP:
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Dr. Zhonghan Deng is a citizen of the People’s Republic of China.
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Record Holder is a British Virgin Islands corporation.
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Trust is an entity established under the laws of the Cayman Islands.
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Trustee is a British Virgin Islands corporation.
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ITEM 2(d).
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TITLE OF CLASS OF SECURITIES:
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Ordinary Shares
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ITEM 2(e).
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CUSIP NUMBER:
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G9366M103
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ITEM 3.
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Not Applicable
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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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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Dr. Zhonghan Deng
|
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13,901,224
|
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12.71
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%
|
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|
0
|
|
|
|
13, 901,224
|
|
|
|
0
|
|
|
|
13, 901,224
|
|
|
Vimicro Beijing Corporation
|
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8,513,192
|
|
|
|
8.19
|
%
|
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0
|
|
|
|
8,513,192
|
|
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0
|
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|
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8,513,192
|
|
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The Golden Hill International Trust
|
|
|
8,513,192
|
|
|
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8.19
|
%
|
|
|
0
|
|
|
|
8,513,192
|
|
|
|
0
|
|
|
|
8,513,192
|
|
|
HSBC International Trustee Limited (as trustee for The Golden Hill
International Trust and other trusts which ultimately owns ordinary shares of the Issuer)
|
|
|
8,513,192
|
|
|
|
8.19
|
%
|
|
|
0
|
|
|
|
8,513,192
|
|
|
|
0
|
|
|
|
8,513,192
|
|
The Record Holder is
the record owner of 8,513,192 ordinary shares of the Issuer (including 15,000 American Depositary Shares, equivalent to 60,000
ordinary shares). Dr. Zhonghan Deng is the sole director of the Record Holder. The Record Holder is ultimately wholly owned by
the Trust, of which the Trustee acts as the trustee. Dr. Zhonghan Deng, the Record Holder, the Trust and the Trustee may be deemed
to be a group as defined in Rule 13d-5(b) under the Securities Exchange Act of 1934, and each member of such group may be deemed
to beneficially own all shares of ordinary shares beneficially owned by other members constituting such group. However, each of
Dr. Zhonghan Deng, the Record Holder and the Trust disclaims beneficial ownership of the shares beneficially owned by the Trustee
other than the 8,513,192 ordinary shares.
Pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, Mr. Zhonghan Deng may be deemed to be the
beneficial owner of 5,388,032 ordinary shares issuable upon the exercise of vested options within 60 days
after the date of filing this amended Schedule 13G with the Securities and Exchange Commission.
All ordinary shares reported herein by the
Trustee are beneficially owned by the Trustee solely in its capacity as trustee of the Trust. Trustee acts as the trustee of the
Trust, beneficially owns a total of 8,513,192 ordinary shares of the Issuer (including 15,000 American Depositary Shares, equivalent
to 60,000 ordinary shares).
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
|
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Not applicable
|
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ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
:
|
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Not applicable
|
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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:
|
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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
|
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ITEM 10.
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CERTIFICATION
:
|
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Not applicable
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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.
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Dated: February 10, 2014
|
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Zhonghan Deng
|
/s/ Zhonghan Deng
|
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Zhonghan Deng
|
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Vimicro Beijing Corporation
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By:
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Zhonghan Deng
|
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Name: Zhonghan Deng
|
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Title: Director
|
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The Golden Hill International Trust
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For and on behalf of HSBC International Trustee Limited as Trustee of The Golden Hill International Trust
|
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By:
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/s/ Susan Chung
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Name: Susan Chung
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Title: Authorized Signatory
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By:
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/s/ Ivy Choa
|
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Name: Ivy Choa
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Title: Authorized Signatory
|
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HSBC International Trustee Limited
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By:
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/s/ Susan Chung
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Name: Susan Chung
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Title: Authorized Signatory
|
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By:
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/s/ Ivy Choa
|
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Name: Ivy Choa
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Title: Authorized Signatory
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