UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
V MEDIA CORPORATION
(Name of Issuer)
Shares of Common Stock, $0.0001 Par Value
(Title of Class of Securities)
91830A102
(CUSIP Number)
Guojun Wang
8th Floor, Golden Name Commercial Tower
68 Renmin Road, Zhongshan District 116001
86-0411-8272-8168
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 22, 2015
(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 [X].
* 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).
Cusip No. 91830A102
1 | NAMES OF REPORTING PERSONS | | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
Guojun Wang | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
PF | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
People's Republic of China | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
0 | | |
| |
8 | SHARED VOTING POWER | | |
0 | | |
| |
9 | SOLE DISPOSITIVE POWER | | |
0 | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
0 | | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
0 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
0% | | |
| |
14 | TYPE OF REPORTING PERSON | | |
IN | | |
| |
Cusip No. 91830A102
1 | NAMES OF REPORTING PERSONS | | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
Ming Ma | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
PF | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
People's Republic of China | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
0 | | |
| |
8 | SHARED VOTING POWER | | |
0 | | |
| |
9 | SOLE DISPOSITIVE POWER | | |
0 | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
0 | | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
0 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
0% | | |
| |
14 | TYPE OF REPORTING PERSON | | |
IN | | |
| |
Cusip No. 91830A102
1 | NAMES OF REPORTING PERSONS | | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
Chuk Chung Fuk | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
PF | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
Hong Kong | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
0 | | |
| |
8 | SHARED VOTING POWER | | |
0 | | |
| |
9 | SOLE DISPOSITIVE POWER | | |
0 | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
0 | | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
0 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
0% | | |
| |
14 | TYPE OF REPORTING PERSON | | |
IN | | |
| |
Cusip No. 91830A102
1 | NAMES OF REPORTING PERSONS | | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
Yan-Jie Liu | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
PF | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
People's Republic of China | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
0 | | |
| |
8 | SHARED VOTING POWER | | |
0 | | |
| |
9 | SOLE DISPOSITIVE POWER | | |
0 | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
0 | | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
0 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
0% | | |
| |
14 | TYPE OF REPORTING PERSON | | |
IN | | |
| |
Cusip No. 91830A102
1 | NAMES OF REPORTING PERSONS | | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
Jing-Ru Du | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
PF | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
People's Republic of China | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
0 | | |
| |
8 | SHARED VOTING POWER | | |
0 | | |
| |
9 | SOLE DISPOSITIVE POWER | | |
0 | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
0 | | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
0 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
0% | | |
| |
14 | TYPE OF REPORTING PERSON | | |
IN | | |
| |
Cusip No. 91830A102
1 | NAMES OF REPORTING PERSONS | | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
Yi Tan | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
PF | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
People's Republic of China | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
0 | | |
| |
8 | SHARED VOTING POWER | | |
0 | | |
| |
9 | SOLE DISPOSITIVE POWER | | |
0 | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
0 | | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
0 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
0% | | |
| |
14 | TYPE OF REPORTING PERSON | | |
IN | | |
| |
Cusip No. 91830A102
1 | NAMES OF REPORTING PERSONS | | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
Cai-Qin Wang | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
PF | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
People's Republic of China | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
0 | | |
| |
8 | SHARED VOTING POWER | | |
0 | | |
| |
9 | SOLE DISPOSITIVE POWER | | |
0 | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
0 | | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
0 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
0% | | |
| |
14 | TYPE OF REPORTING PERSON | | |
IN | | |
| |
Cusip No. 91830A102
1 | NAMES OF REPORTING PERSONS | | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
China Reinv Partners, L.P. | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
OO | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
British Virgin Islands | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
0 | | |
| |
8 | SHARED VOTING POWER | | |
0 | | |
| |
9 | SOLE DISPOSITIVE POWER | | |
0 | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
0 | | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
0 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
0% | | |
| |
14 | TYPE OF REPORTING PERSON | | |
PN | | |
| |
Cusip No. 91830A102
1 | NAMES OF REPORTING PERSONS | | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
De-Juan Zhou | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
PF | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
People's Republic of China | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
0 | | |
| |
8 | SHARED VOTING POWER | | |
0 | | |
| |
9 | SOLE DISPOSITIVE POWER | | |
0 | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
0 | | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
0 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
0% | | |
| |
14 | TYPE OF REPORTING PERSON | | |
IN | | |
| |
Cusip No. 91830A102
1 | NAMES OF REPORTING PERSONS | | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
Shuang-da Wang | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
PF | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
People's Republic of China | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
0 | | |
| |
8 | SHARED VOTING POWER | | |
0 | | |
| |
9 | SOLE DISPOSITIVE POWER | | |
0 | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
0 | | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
0 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
0% | | |
| |
14 | TYPE OF REPORTING PERSON | | |
IN | | |
| |
Cusip No. 91830A102
1 | NAMES OF REPORTING PERSONS | | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
Qiang Huang | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
PF | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
People's Republic of China | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
0 | | |
| |
8 | SHARED VOTING POWER | | |
0 | | |
| |
9 | SOLE DISPOSITIVE POWER | | |
0 | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
0 | | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
0 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
0% | | |
| |
14 | TYPE OF REPORTING PERSON | | |
IN | | |
| |
Cusip No. 91830A102
1 | NAMES OF REPORTING PERSONS | | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
Lanyun Wang | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
PF | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
People's Republic of China | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
0 | | |
| |
8 | SHARED VOTING POWER | | |
0 | | |
| |
9 | SOLE DISPOSITIVE POWER | | |
0 | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
0 | | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
0 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
0% | | |
| |
14 | TYPE OF REPORTING PERSON | | |
IN | | |
| |
Cusip No. 91830A102
1 | NAMES OF REPORTING PERSONS | | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
Jie Fu | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
PF | | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
People's Republic of China | | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
0 | | |
| |
8 | SHARED VOTING POWER | | |
0 | | |
| |
9 | SOLE DISPOSITIVE POWER | | |
0 | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
0 | | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
0 | | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
0% | | |
| |
14 | TYPE OF REPORTING PERSON | | |
IN | | |
| |
EXPLANATORY NOTE
This Amendment No. 1 to the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on behalf of Guojun Wang, Ming Ma, Chuk Chung Fuk, Yan-Jie Liu, Jing-Ru Du, Yi Tan, Cai-Qin Wang, China Reinv Partners, L.P., De-Juan Zhou, Shuang-da Wang, Qiang Huang, Lanyun Wang and Jie Fu (collectively, the "Reporting Persons"), with respect to the common stock of V Media Corporation (the "Issuer") on April 22, 2015 (the "Schedule 13D"), is being filed pursuant to Rule 13d-2 of the Securities Exchange Act of 1934 to amend and supplement certain information set forth below in the items indicated. Only those items that are amended or supplemented are reported herein. All capitalized terms used in this Amendment No. 1 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. Except as amended and supplemented herein, the Schedule 13D, including the definitions of terms not otherwise defined herein, remains in full force and effect.
Item 3. Source and Amount of Funds or Other Consideration
On April 21, 2015, V Media Acquisition Corporation, a Delaware corporation ("Merger Sub"), The Eastern Jin Kai International Limited, an exempted company incorporated under the laws of Hong Kong ("Holdco"), and each of the Reporting Persons entered into an agreement (the "Merger Agreement") pursuant to which the Reporting Persons agreed to contribute 25,005,533 shares of Common Stock of the Issuer (representing all of the shares of Common Stock which they owned in the Issuer and 90.63% of the issued and outstanding shares of Common Stock of the Issuer at such time) to Holdco in exchange for an aggregate of 25,005,533 shares of ordinary shares of Holdco. These transactions resulted in Holdco acquiring 90.63% of the total issued and outstanding shares of Common Stock of the Issuer.
Item 4. Purpose of Transaction
On April 22, 2015, pursuant to a Certificate of Ownership and Merger filed with the Secretary of State of the State of Delaware, Merger Sub was merged with and into the Issuer in accordance with Section 253 of the General Corporation Law of the State of Delaware, with the Issuer being the surviving entity of the Merger. and a wholly-owned subsidiary of Holdco.
At the Effective Time, by virtue of the Merger, each issued and outstanding share of capital stock of Merger Sub was converted into one newly issued share of common stock, par value $0.01 per share, of the surviving corporation (the "Private Stock"). The Private Stock is not registered under Section 12 of the Exchange Act.
Holdco then intends to terminate the registration of the shares of common stock of the Issuer and the Issuer will cease to be a public reporting company and its Common Stock will no longer be quoted. The shareholders of the Issuer other than the Reporting Persons will be offered $0.60 per share for their shares.
As a result of these transactions, the Reporting Persons no longer beneficially own any shares of Former Common Stock.
Item 5. Interest in Securities of the Issuer
The following table sets forth the beneficial ownership of shares of Common Stock of the Issuer for each of the Reporting Persons.
Reporting person | | Amount beneficially owned: (1) | | | Percent of class:(1) (2) | | 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: | | | Shared power to dispose or to direct the disposition: | |
Guojun Wang | | | 0 | | | | 0 | % | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Ming Ma | | | 0 | | | | 0 | % | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Chuk Chung Fuk | | | 0 | | | | 0 | % | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Yan-Jie Liu | | | 0 | | | | 0 | % | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Jing-Ru Du | | | 0 | | | | 0 | % | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Yi Tan | | | 0 | | | | 0 | % | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Cai-Qin Wang | | | 0 | | | | 0 | % | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
China Reinv Partners, L. P. | | | 0 | | | | 0 | % | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
De-Juan Zhou | | | 0 | | | | 0 | % | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Shuang-da Wang | | | 0 | | | | 0 | % | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Qiang Huang | | | 0 | | | | 0 | % | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Lanyun Wang | | | 0 | | | | 0 | % | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Jie Fu | | | 0 | | | | 0 | % | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other than the transactions described in this Schedule 13D, during the sixty days prior to the filing of this Schedule 13D, there were no transactions in the shares of Common Stock, or securities convertible into, exercisable for or exchangeable for shares of Common Stock, effected by the Reporting Persons.
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: April 22, 2015
/s/ Guojun Wang | | | |
Guojun Wang | | | |
| | | |
/s/ Ming Ma | | | |
Ming Ma | | | |
| | | |
/s/ Chuk Chung Fuk | | | |
Chuk Chung Fuk | | | |
| | | |
/s/ Yan-Jie Liu | | | |
Yan-Jie Liu | | | |
| | | |
/s/ Jing-Ru Du | | | |
Jing-Ru Du | | | |
| | | |
/s/ Yi Tan | | | |
Name: Yi Tan | | | |
| | | |
/s/ Cai-Qin Wang | | | |
Cai-Qin Wang | | | |
| | | | |
China Reinv Partners, L.P. | | | | |
| | | | |
By: | /s/ Judith Kurland | | By: | /s/ Jonathan Furst | |
Name: | Judith Kurland | | Name: | Jonathan Furst | |
Title: | General Attorney Hawkland Investments Limited | | Title: | General Attorney Hawkland Investments Limited | |
/s/ De-Juan Zhou | | | |
De-Juan Zhou | | | |
| | | |
/s/ Shuang-da Wang | | | |
Shuang-da Wang | | | |
| | | |
/s/ Qiang Huang | | | |
Qiang Huang | | | |
| | | |
/s/ Lanyun Wang | | | |
Lanyun Wang | | | |
| | | |
/s/ Jie Fu | | | |
Jie Fu | | | |
| | | |