At Insider Monkey, we closely monitor the moves made by activist investors. Their targets are often undervalued stocks with firm foundations that for one reason or another have failed to execute. At times, all it takes is a fresh outlook and a slight tweak to completely alter the makeup and efficiency of a company, and activists can provide this. They also shine a spotlight on shareholder value creation, which can be neglected by entrenched management who often have their priorities elsewhere. Below and on the following pages we have embedded the latest 13D activist filing related to NQ Mobile Inc (ADR) (NYSE:NQ), which was recently submitted by RPL Holdings, which formerly held a passive investment position in the stock. The filing shows that RPL Holdings owns over 50.35 million shares of NQ Mobile, 10.6% of the Chinese mobile provider’s shares.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| RPL Holdings Limited | 0 | 50,352,941 | 0 | 50,352,941 | 50,352,941 | 10.6% |
| RPL Global Limited | 0 | 50,352,941 | 0 | 50,352,941 | 50,352,941 | 10.6% |
| The RPL Trust | 0 | 50,352,941 | 0 | 50,352,941 | 50,352,941 | 10.6% |
| JTC Trustees (BVI) Limited (as trustee for The RPL Trust which ultimately owns common shares of the Issuer) | 0 | 50,352,941 | 0 | 50,352,941 | 50,352,941 | 10.6% |
| Lingyun Guo | 0 | 50,352,941 | 0 | 50,352,941 | 50,352,941 | 10.6% |
| Vincent Wenyong Shi | 0 | 50,352,941 | 0 | 50,352,941 | 50,352,941 | 10.6% |
| Xu Zhou | 0 | 50,352,941 | 0 | 50,352,941 | 50,352,941 | 10.6% |
Page 1 of 17 SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NQ Mobile
Inc.
(Name of Issuer)
Common Shares, par value $0.0001 per share
(Title of Class of Securities)
G6429X 100
(CUSIP
Number)
NQ Mobile Inc.
No. 4 Building
11
Heping Li East Street
Dongcheng District
Beijing 100013
The
Peoples Republic of China
with copies to:
Z. Julie Gao, Esq.
Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queens Road Central, Hong Kong
(+852) 3740-4700
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 10, 2016
(Date of Event Which Requires Filing of this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons 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).
Page 2 of 17 SEC Filing
| CUSIP No. G6429X 100 |
| 1 | NAMES OF RPL Holdings Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS (See Instructions) Not Applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 50,352,941 | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 50,352,941 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,352,941 (1) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 10.6% | |||||
| 14 | TYPE OF REPORTING PERSON (See CO | |||||
| (1) | Represent 50,352,941 Class B common shares held by the reporting person. Each Class B common share is convertible into one Class A common share at the option of the holder at any time. |
| (2) | Based on 423,395,242 Class A common shares and 50,352,971 Class B common shares outstanding as of December 31, 2015. |
| (3) | Represent approximately 54.3% voting power of all common shares held by the reporting person with respect to all outstanding shares of Class A and Class B common shares of the Issuer. Each holder of Class A common shares is entitled to one vote per Class A common share. Each holder of Class B common shares is entitled to ten votes per Class B common share. |
2
Page 3 of 17 SEC Filing
| CUSIP No. G6429X 100 |
| 1 | NAMES OF RPL Global Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS (See Instructions) WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 50,352,941 | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 50,352,941 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,352,941 (1) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 10.6% | |||||
| 14 | TYPE OF REPORTING PERSON (See CO | |||||
| (1) | Represent 50,352,941 Class B common shares held by RPL Holdings Limited. Each Class B common share is convertible into one Class A common share at the option of the holder at any time. |
| (2) | Based on 423,395,242 Class A common shares and 50,352,971 Class B common shares outstanding as of December 31, 2015. |
| (3) | Represent approximately 54.3% voting power of all common shares held by RPL Holdings Limited with respect to all outstanding shares of Class A and Class B common shares of the Issuer. Each holder of Class A common shares is entitled to one vote per Class A common share. Each holder of Class B common shares is entitled to ten votes per Class B common share. |
3
Page 4 of 17 SEC Filing
| CUSIP No. G6429X 100 |
| 1 | NAMES OF The RPL Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS (See Instructions) Not Applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 50,352,941 | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 50,352,941 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,352,941 (1) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 10.6% | |||||
| 14 | TYPE OF REPORTING PERSON (See OO | |||||
| (1) | Represent 50,352,941 Class B common shares held by RPL Holdings Limited. Each Class B common share is convertible into one Class A common share at the option of the holder at any time. |
| (2) | Based on 423,395,242 Class A common shares and 50,352,971 Class B common shares outstanding as of December 31, 2015. |
| (3) | Represent approximately 54.3% voting power of all common shares held by RPL Holdings Limited with respect to all outstanding shares of Class A and Class B common shares of the Issuer. Each holder of Class A common shares is entitled to one vote per Class A common share. Each holder of Class B common shares is entitled to ten votes per Class B common share. |
4
Page 5 of 17 SEC Filing
| CUSIP No. G6429X 100 |
| 1 | NAMES OF JTC Trustees (BVI) Limited (as trustee for The RPL Trust which | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS (See Instructions) Not Applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 50,352,941 | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 50,352,941 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,352,941 (1) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 10.6% | |||||
| 14 | TYPE OF REPORTING PERSON (See CO | |||||
| (1) | Represent 50,352,941 Class B common shares held by RPL Holdings Limited. Each Class B common share is convertible into one Class A common share at the option of the holder at any time. |
| (2) | Based on 423,395,242 Class A common shares and 50,352,971 Class B common shares outstanding as of December 31, 2015. |
| (3) | Represent approximately 54.3% voting power of all common shares held by RPL Holdings Limited with respect to all outstanding shares of Class A and Class B common shares of the Issuer. Each holder of Class A common shares is entitled to one vote per Class A common share. Each holder of Class B common shares is entitled to ten votes per Class B common share. |
5
Page 6 of 17 SEC Filing
| CUSIP No. G6429X 100 |
| 1 | NAMES OF Lingyun Guo | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS (See Instructions) Not Applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF Peoples Republic of China | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 50,352,941 | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 50,352,941 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,352,941 (1) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 10.6% | |||||
| 14 | TYPE OF REPORTING PERSON (See IN | |||||
| (1) | Represent 50,352,941 Class B common shares held by RPL Holdings Limited. Each Class B common share is convertible into one Class A common share at the option of the holder at any time. |
| (2) | Based on 423,395,242 Class A common shares and 50,352,971 Class B common shares outstanding as of December 31, 2015. |
| (3) | Represent approximately 54.3% voting power of all common shares held by RPL Holdings Limited with respect to all outstanding shares of Class A and Class B common shares of the Issuer. Each holder of Class A common shares is entitled to one vote per Class A common share. Each holder of Class B common shares is entitled to ten votes per Class B common share. |
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Page 7 of 17 SEC Filing
| CUSIP No. G6429X 100 |
| 1 | NAMES OF Vincent Wenyong Shi | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS (See Instructions) Not Applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF Peoples Republic of China | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 50,352,941 | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 50,352,941 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,352,941 (1) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 10.6% | |||||
| 14 | TYPE OF REPORTING PERSON (See IN | |||||
| (1) | Represent 50,352,941 Class B common shares held by RPL Holdings Limited. Each Class B common share is convertible into one Class A common share at the option of the holder at any time. |
| (2) | Based on 423,395,242 Class A common shares and 50,352,971 Class B common shares outstanding as of December 31, 2015. |
| (3) | Represent 54.3% voting power of all common shares held by RPL Holdings Limited with respect to all outstanding shares of Class A and Class B common shares of the Issuer. Each holder of Class A common shares is entitled to one vote per Class A common share. Each holder of Class B common shares is entitled to ten votes per Class B common share. |
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Page 8 of 17 SEC Filing
| CUSIP No. G6429X 100 |
| 1 | NAMES OF Xu Zhou | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS (See Instructions) Not Applicable | |||||
| 5 | CHECK BOX IF | |||||
| 6 | CITIZENSHIP OR PLACE OF Peoples Republic of China | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 50,352,941 | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 50,352,941 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,352,941 (1) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 10.6% | |||||
| 14 | TYPE OF REPORTING PERSON (See IN | |||||
| (1) | Represent 50,352,941 Class B common shares held by RPL Holdings Limited. Each Class B common share is convertible into one Class A common share at the option of the holder at any time. |
| (2) | Based on 423,395,242 Class A common shares and 50,352,971 Class B common shares outstanding as of December 31, 2015. |
| (3) | Represent approximately 54.3% voting power of all common shares held by RPL Holdings Limited with respect to all outstanding shares of Class A and Class B common shares of the Issuer. Each holder of Class A common shares is entitled to one vote per Class A common share. Each holder of Class B common shares is entitled to ten votes per Class B common share. |
8
Page 9 of 17 SEC Filing
Item 1. Security and Issuer.
This statement on Schedule 13D (this Schedule 13D) relates to the common shares, par value $0.0001 per share, of NQ Mobile
Inc., a public company incorporated under the laws of the Cayman Islands with limited liability (the Issuer). The common shares are listed on the New York Stock Exchange under the symbol NQ. The principal executive
offices of the Issuer are located at NO. 4 Building, 11 Heping Li East Street, Dongcheng District, Beijing, 100013, the Peoples Republic of China.
Item 2. Identity and Background.
This
Schedule 13D is being jointly filed by RPL Holdings Limited (RPL Holdings), RPL Global Limited (RPL Global), The RPL Trust (RPL Trust), JTC Trustees (BVI) Limited (JTC), Ms.
Lingyun Guo, Mr. Vincent Wenyong Shi and Mr. Xu Zhou (together, the Reporting Persons) pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. A copy of the agreement between the Reporting Persons
relating to the joint filing of this Schedule 13D is attached hereto as Exhibit A. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the
accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).
(a)-(c), (f) RPL Holdings is principally an investment holding vehicle. RPL Holdings is a company organized and existing under the laws of the
British Virgin Islands, and is wholly owned and controlled by RPL Global. The principal business address of RPL Holdings is Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, Tortolia, British Virgin Islands. Ms. Lingyun Guo, Mr. Vincent
Wenyong Shi and Mr. Xu Zhou are the directors of RPL Holdings.
RPL Global is principally an investment holding vehicle. RPL Global is a
company organized and existing under the laws of the British Virgin Islands, and is wholly beneficially owned by RPL Trust. The principal business address of RPL Global is Ritter House, 5th Floor, P.O. Box 3200, Road Town, Tortola, VG1110, British
Virgin Islands.
RPL Trust is a trust organized and existing under the laws of the British Virgin Islands, for which JTC acts as the
trustee. Ms. Lingyun Guo, Mr. Vincent Wenyong Shi and Mr. Xu Zhou are beneficiaries of RPL Trust. The principal business address of each of RPL Trust and JTC is Ritter House, 5th Floor, P.O. Box 3200, Road Town, Tortola VG1110, British Virgin
Islands.
Ms. Lingyun Guo, Mr. Vincent Wenyong Shi and Mr. Xu Zhou are the directors of RPL Holdings and beneficiaries of RPL Trust. Mr.
Vincent Wenyong Shi is also the chairman and chief operating officer of the Issuer. The business address of each of Ms. Lingyun Guo, Mr. Vincent Wenyong Shi and Mr. Xu Zhou is NO. 4 Building, 11 Heping Li East Street, Dongcheng District, Beijing,
100013, the Peoples Republic of China.
The name, business address, present principal occupation or employment and citizenship of
each director and executive officer of each of RPL Holdings, RPL Global, RPL Trust and JTC are set forth on Schedule A attached hereto, which is hereby incorporated by reference.
(d), (e) During the past five years, none of the Reporting Persons nor, to the knowledge of each Reporting Person, (a) any partner, executive
officer or director of each Reporting Person, (b) any person controlling each Reporting Person or (c) any partner, executive officer or director of any person ultimately in control of each Reporting Person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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Page 10 of 17 SEC Filing
Item 3. Source and Amount of Funds or Other Consideration.
RPL Holdings is the record owner of 50,352,941 Class B common shares of the Issuer. Ms. Lingyun Guo, Mr. Xu Zhou and Mr. Vincent Wenyong Shi
were the shareholders of RPL Holdings.
On February 9, 2016, each of Ms. Lingyun Guo, Mr. Xu Zhou and Mr. Vincent Wenyong Shi entered into
an instrument of transfer with RPL Global (each a Transfer Instrument), respectively. Pursuant to relevant Transfer Instrument, each of Ms. Lingyun Guo, Mr. Xu Zhou and Mr. Vincent Wenyong Shi transferred 10,400, 6,650 and 2,950
shares in RPL Holdings, altogether representing all outstanding shares of RPL Holdings, to RPL Global. The $20,000 aggregate purchase price paid for the shares pursuant to the Transfer Instrument was funded from the general working capital of RPL
Global. The foregoing descriptions of the Transfer Instrument do not purport to be complete and are qualified in their entirety by reference to the full text of each Transfer Instrument, which is filed as Exhibit 1, Exhibit 2
and Exhibit 3 hereto and incorporated herein by reference.
On February 10, 2016, each of Ms. Lingyun Guo, Mr. Xu Zhou and Mr.
Vincent Wenyong Shi entered into an instrument of transfer with JTC Trustees (BVI) Limited (each a Secondary Transfer Instrument), respectively. Pursuant to relevant Secondary Transfer Instrument, each of Ms. Lingyun Guo, Mr. Xu
Zhou and Mr. Vincent Wenyong Shi transferred 10,400, 6,650 and 2,950 shares in RPL Global, altogether representing all outstanding shares of RPL Global, to JTC by deed of gift in consideration of nil. The foregoing descriptions of the Secondary
Transfer Instrument do not purport to be complete and are qualified in their entirety by reference to the full text of the Secondary Transfer Instrument, which is filed as Exhibit 4, Exhibit 5 and Exhibit 6 hereto and
incorporated herein by reference.
On February 10, 2016, Ms. Lingyun Guo, Mr. Xu Zhou and Mr. Vincent Wenyong Shi entered into a trust
deed (the Trust Deed) and a deed of gift (the Deed of Gift) with JTC Trustees (BVI) Limited, respectively, establishing RPL Trust for which JTC acts as the trustee. Pursuant to the Trust Deed, Ms. Lingyun Guo,
Mr. Xu Zhou and Mr. Vincent Wenyong Shi are the beneficiaries of RPL Trust. The information disclosed in this paragraph is qualified in its entirety by reference to the full text of the Trust Deed and the Deed of Gift, which are filed as
Exhibit 7 and Exhibit 8 hereto and incorporated herein by reference.
Item 4. Purpose of Transaction.
The information set forth in or incorporated by reference in Item 3 of this Schedule 13D is incorporated by reference in its entirety into this
Item 4.
RPL Holdings is the record owner of 50,352,941 Class B common shares of the Issuer. RPL Holdings is wholly owned by RPL Global,
which is beneficially owned by RPL Trust. The 50,352,941 Class B common shares of the Issuer, with RPL Holdings as the record owner, are ultimately wholly owned by RPL Trust, for which JTC acts as the trustee and Ms. Lingyun Guo, Mr. Xu Zhou and Mr.
Vincent Wenyong Shi are beneficiaries.
Each Reporting Person currently intends to hold all of the acquired securities for investment
purposes. Such acquisitions do not cause a change in management or control of the Issuer.
Trust Deed. Pursuant to the Trust Deed
entered into by and among Ms. Lingyun Guo, Mr. Xu Zhou and Mr. Vincent Wenyong Shi, as settlors, and JTC Trustees (BVI) Limited, as trustee, dated February 10, 2016, Ms. Lingyun Guo, Mr. Xu Zhou and Mr. Vincent Wenyong Shi are the beneficiaries of
the Trust. In addition, the trustee may at any time or times during the trust period, by deed, add or exclude such one or more objects or persons to the beneficiaries as the trustee may in its absolute discretion determine. Furthermore, any
beneficiary being of full age may, at any time or times during the trust period, determine that he shall be an excluded person.
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Page 11 of 17 SEC Filing
The foregoing descriptions of the Trust Deed do not purport to be complete and are qualified in
their entirety by reference to the full text of the Trust Deed, which is filed as Exhibit 7 hereto and incorporated herein by reference.
Except as set forth in this Schedule 13D, none of the Reporting Persons has any plans or proposals that relate to or would result in any of
the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could
involve one or more of the types of the transactions that have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)(b) The responses of each Reporting Person to Rows (11) through (13) of the cover page of this Schedule 13D are hereby incorporated by
reference in this Item 5. The calculation of percentage of beneficial ownership of outstanding common shares in this Item 5(a) and (b) and elsewhere in this Schedule 13D is based on 423,395,242 Class A common shares and 50,352,971 Class B common
shares outstanding as of December 31, 2015.
By virtue of their actions as described herein, the Reporting Persons may be deemed to
constitute a group within the meaning of Rule 13d-5(b) under the Act. As a member of a group, each of the Reporting Persons may be deemed to beneficially own the common shares beneficially owned by the members of the group as a whole; thus, each
Reporting Person may be deemed to beneficially own an aggregate of 50,352,941 Class B common shares, which represents approximately 10.6% of the total outstanding Class A and Class B common shares and approximately 54.3% voting power with respect to
all outstanding shares of Class A and Class B common shares of the Issuer. Except as otherwise stated herein this Schedule 13D, each Reporting Person expressly disclaims any beneficial ownership of the common shares held by each other Reporting
Person.
Except as disclosed in this Schedule 13D, none of each Reporting Person nor, to the knowledge of each Reporting Person, any of
the persons listed in Schedule A hereto beneficially owns any common shares or has the right to acquire any common shares.
Except
as disclosed in this Schedule 13D, none of each Reporting Person nor, to the knowledge of each Reporting Person, any of the persons listed in Schedule A hereto presently has the power to vote or to direct the vote or to dispose or direct the
disposition of any of the common shares which it may be deemed to beneficially own.
(c) Except as disclosed in this Schedule 13D, none of
each Reporting Person nor, to the knowledge of each Reporting Person, any of the persons listed in Schedule A hereto has effected any transaction in the common shares during the past 60 days.
(d) Except as disclosed in this Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the common shares beneficially owned by each Reporting Person.
(e) Not applicable.
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Page 12 of 17 SEC Filing
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
The information set forth in or incorporated by reference in Items 3 and 4 of this Schedule 13D is incorporated by reference into this
Item 6.
To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Person and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
| Exhibit No. | Description | |
| 1 | Instrument of Transfer, dated February 9, 2016, between Ms. Lingyun Guo and RPL Global Limited. | |
| 2 | Instrument of Transfer, dated February 9, 2016, between Mr. Xu Zhou and RPL Global Limited. | |
| 3 | Instrument of Transfer, dated February 9, 2016, between Mr. Vincent Wenyong Shi and RPL Global Limited. | |
| 4 | Instrument of Transfer, dated February 10, 2016, between Ms. Lingyun Guo and JTC Trustees (BVI) Limited. | |
| 5 | Instrument of Transfer, dated February 10, 2016, between Mr. Xu Zhou and JTC Trustees (BVI) Limited. | |
| 6 | Instrument of Transfer, dated February 10, 2016, between Mr. Vincent Wenyong Shi and JTC Trustees (BVI) Limited. | |
| 7 | Trust Deed, dated February 10, 2016, by and among Ms. Lingyun Guo, Mr. Xu Zhou and Mr. Vincent Wenyong Shi, and JTC Trustees (BVI) Limited. | |
| 8 | Deed of Gift, dated February 10, 2016, by and among Ms. Lingyun Guo, Mr. Xu Zhou and Mr. Vincent Wenyong Shi, and JTC Trustees (BVI) Limited. | |
12
Page 13 of 17 SEC Filing
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 16, 2016
| RPL Holdings Limited | ||||||||
| By: | /s/ Vincent Wenyong Shi | |||||||
| Name: | Vincent Wenyong Shi | |||||||
| Title: | Director | |||||||
| RPL Global Limited | ||||||||
| By: | /s/ Stone Eight Limited | |||||||
| Name: | Stone Eight Limited | |||||||
| Title: | Director | |||||||
| The RPL Trust | By JTC Trustees (BVI) Limited, as trustee for The RPL Trust | |||||||
| By: | /s/ Michelle Le Herissier | |||||||
| Name: | Michelle Le Herissier | |||||||
| Title: | Director | |||||||
| JTC Trustees (BVI) Limited | For and on behalf of JTC Trustees (BVI) Limited | |||||||
| By: | /s/ Michelle Le Herissier | |||||||
| Name: | Michelle Le Herissier | |||||||
| Title: | Director | |||||||
| Lingyun Guo | ||||||||
| By: | /s/ Lingyun Guo | |||||||
| Xu Zhou | ||||||||
| By: | /s/ Xu Zhou | |||||||
| Vincent Wenyong Shi | ||||||||
| By: | /s/ Vincent Wenyong Shi | |||||||
Page 14 of 17 SEC Filing
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS
RPL Holdings Limited
The business
address of each of the following individuals is NO. 4 Building, 11 Heping Li East Street, Dongcheng District, Beijing, 100013, the Peoples Republic of China.
| Directors: | ||
| Name | Country of Citizenship | |
| Lingyun Guo | Peoples Republic of China | |
| Xu Zhou | Peoples Republic of China | |
| Vincent Wenyong Shi | Peoples Republic of China | |
| Executive Officers: | ||||
| Name | Title | Country of Citizenship | ||
| None | ||||
RPL Global Limited
The business address of each of the following individuals is Ritter House, 5th Floor, P.O. Box 3200, Road Town, Tortola, VG1110, British Virgin Islands.
| Directors: | ||
| Name | Country of Citizenship | |
| Stone Eight Limited | British Virgin Islands | |
| Executive Officers: | ||||
| Name | Title | Country of Citizenship | ||
| None | ||||
Page 15 of 17 SEC Filing
The RPL Trust
The business address of each of the following individuals is Ritter House, 5th Floor, P.O. Box 3200, Road Town, Tortola, VG1110, British Virgin Islands.
| Directors: | ||
| Name | Country of Citizenship | |
| None | ||
| Executive Officers: | ||||
| Name | Title | Country of Citizenship | ||
| JTC Trustees (BVI) Limited | Trustees | British Virgin Islands | ||
JTC Trustees (BVI) Limited
The business address of each of the following individuals is Ritter House, 5th Floor, P.O. Box 3200, Road Town, Tortola, VG1110, British Virgin Islands.
| Directors: | ||
| Name | Country of Citizenship | |
| Nigel Le Quesne | British | |
| Nicholas Lane | British | |
| Miles Walton | British | |
| Michelle Le Herissier | British | |
| Executive Officers: | ||||
| Name | Title | Country of Citizenship | ||
| None | ||||
Page 16 of 17 SEC Filing
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint
filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common shares, par value $0.0001 per share, of NQ Mobile Inc., a Cayman Islands company, and that this Agreement be included as an
Exhibit to such joint filing. Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning
him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information
is inaccurate.
Date: February 16, 2016
[Signature pages to follow]
Page 17 of 17 SEC Filing
| RPL Holdings Limited | ||||||||
| By: | /s/ Vincent Wenyong Shi | |||||||
| Name: | Vincent Wenyong Shi | |||||||
| Title: | Director | |||||||
| RPL Global Limited | ||||||||
| By: | /s/ Stone Eight Limited | |||||||
| Name: | Stone Eight Limited | |||||||
| Title: | Director | |||||||
| The RPL Trust | By JTC Trustees (BVI) Limited, as trustee for The RPL Trust | |||||||
| By: | /s/ Michelle Le Herissier | |||||||
| Name: | Michelle Le Herissier | |||||||
| Title: | Director | |||||||
| JTC Trustees (BVI) Limited | For and on behalf of JTC Trustees (BVI) Limited | |||||||
| By: | /s/ Michelle Le Herissier | |||||||
| Name: | Michelle Le Herissier | |||||||
| Title: | Director | |||||||
| Lingyun Guo | ||||||||
| By: | /s/ Lingyun Guo | |||||||
| Xu Zhou | ||||||||
| By: | /s/ Xu Zhou | |||||||
| Vincent Wenyong Shi | ||||||||
| By: | /s/ Vincent Wenyong Shi | |||||||
