Form SC 13G/A ChinaCache International Filed by: Consolidated Capital Holdings Ltd.

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

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)
x	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).

 

 

	1	Names of Reporting Persons Consolidated Capital Holdings Ltd.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	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   56,543,248 ordinary shares. See Item 4.
			6		Shared Voting Power 0
			7		Sole Dispositive Power 56,543,248 ordinary shares. See Item 4.
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 56,543,248 ordinary shares
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
	11	Percent of Class Represented by Amount in Row (9)   14.1%
	12	Type of Reporting Person CO

 

2

 

	1	Names of Reporting Persons Song Wang
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	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		Sole Voting Power 0
			6		Shared Voting Power 57,526,541 ordinary shares. See Item 4.
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 57,526,541 ordinary shares. See Item 4.
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 57,526,541 ordinary shares
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o
	11	Percent of Class Represented by Amount in Row (9) 14.4%
	12	Type of Reporting Person IN

 

3

 

	1	Names of Reporting Persons Jean Xiaohong Kou
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	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		Sole Voting Power 0
			6		Shared Voting Power 57,526,541 ordinary shares. See Item 4.
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 57,526,541 ordinary shares. See Item 4.
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 57,526,541 ordinary shares
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o
	11	Percent of Class Represented by Amount in Row (9) 14.4%
	12	Type of Reporting Person IN

 

4

 

Item 1(a).	Name of Issuer: ChinaCache International Holdings Ltd.
Item 1(b).	Address of Issuer’s Principal Executive Offices: Section A, Building 3, Dian Tong Creative Square No. 7 Jiuxianqiao North Road, Chaoyang District Beijing, 100015 People's Republic of China
Item 2(a).	Name of Person Filing: Consolidated Capital Holdings Ltd. Song Wang Jean Xiaohong Kou
Item 2(b).	Address of Principal Business Office, or, if none, Residence: Consolidated Capital Holdings Ltd. c/o Jean Xiaohong Kou Section A, Building 3, Dian Tong Creative Square No. 7 Jiuxianqiao North Road, Chaoyang District Beijing, 100015 People's Republic of China   Song Wang Section A, Building 3, Dian Tong Creative Square No. 7 Jiuxianqiao North Road, Chaoyang District Beijing, 100015 People's Republic of China   Jean Xiaohong Kou Section A, Building 3, Dian Tong Creative Square No. 7 Jiuxianqiao North Road, Chaoyang District Beijing, 100015 People's Republic of China
Item 2(c).	Citizenship: Consolidated Capital Holdings Ltd.– British Virgin Islands Song Wang – People’s Republic of China Jean Xiaohong Kou – People’s Republic of China
Item 2(d).	Title of Class of Securities: Ordinary shares of par value of $0.0001 per share
Item 2(e).	CUSIP No.: G21191 104
Item 3.	Not Applicable

 

5

 

Item 4.                                 Ownership

 

The following information with respect to the ownership of the ordinary shares of par value of $0.0001 per share of ChinaCache International Holdings Ltd. (the “Issuer”) by each of the reporting persons is provided as of December 31, 2015:

 

Reporting Person		Amount beneficially owned:		Percent of class:		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 of:		Shared power to dispose or to direct the disposition of:
Consolidated Capital Holdings Ltd.		56,543,248		14.1	%	56,543,248		0		56,543,248		0
Song Wang		57,526,541		14.4	%	0		57,526,541		0		57,526,541
Jean Xiaohong Kou		57,526,541		14.4	%	0		57,526,541		0		57,526,541

 

Consolidated Capital Holdings Ltd., a British Virgin Islands company, directly holds 56,487,472 ordinary shares of the Issuer and 3,486 American depositary shares representing 55,776 ordinary shares.  Consolidated Capital Holdings Ltd. is a wholly owned subsidiary of Nice Mercy Holding Limited, a Bahamas incorporated company, which is in turn wholly owned by J.P. Morgan Trust Company (Bahamas) Limited, as trustee of the Hong Song Family Trust. The Hong Song Family Trust was established by Mr. Song Wang and Ms. Jean Xiaohong Kou for the benefits of their family members. Mr. Wang and Ms. Kou are husband and wife. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Song Wang and Ms. Jean Xiaohong Kou may be deemed to beneficially own all of the ordinary shares of the Issuer held by Consolidated Capital Holdings Ltd.

 

The 57,526,541 ordinary shares of the Issuer beneficially owned by Mr. Song Wang comprise the following: (i) 56,487,472 ordinary shares and 3,486 American depositary shares representing 55,776 ordinary shares directly held by Consolidated Capital Holdings Ltd., (ii) 313,293 ordinary shares directly held by Harvest Century International Ltd., a British Virgin Islands company and also a wholly-owned subsidiary of Nice Mercy Holding Limited, (iii) 200,000 ordinary shares that Mr. Wang has the right to acquire upon exercise of options within 60 days after December 31, 2015, and (iv) 470,000 ordinary shares that Mr. Wang’s wife, Ms. Jean Xiaohong Kou, has the right to acquire upon exercise of options within 60 days after December 31, 2015. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Wang may be deemed to beneficially own a total of 57,326,541 ordinary shares of the Issuer.

 

The ordinary shares of the Issuer beneficially owned by Ms. Jean Xiaohong Kou comprise the same shares as beneficially owned by Mr. Wang. Ms. Kou has the right to acquire 470,000 ordinary shares of the Company upon exercise of options within 60 days after December 31, 2015. In addition, as Ms. Kou is Mr. Wang’s wife, Ms. Kou may be deemed to beneficially own a total of 57,056,541 ordinary shares of the Issuer beneficially owned by Mr. Wang, pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

 

Item 5.                                 Ownership of Five Percent or Less of a Class

 

Not applicable

 

Item 6.                                 Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable

 

Item 7.                                 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable

 

Item 8.                                 Identification and Classification of Members of the Group

 

Not applicable

 

Item 9.                                 Notice of Dissolution of Group

 

Not applicable

 

Item 10.                          Certifications

 

Not applicable

 

6

 

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.

 

Dated: February 11, 2016

 

 

Consolidated Capital Holdings Ltd.	By:	/s/ Jean Xiaohong Kou
		Name: Jean Xiaohong Kou
		Title: Director
Song Wang	/s/ Song Wang
	Song Wang
Jean Xiaohong Kou	/s/ Jean Xiaohong Kou
	Jean Xiaohong Kou

 

7

 

LIST OF EXHIBITS

 

Exhibit No.		Description
99.1		Joint Filing Agreement

 

8

Exhibit 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is 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, par value of $0.0001 per share, of ChinaCache International Holdings Ltd., a Cayman Islands exempted 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.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 11, 2016.

 

 

Consolidated Capital Holdings Ltd.	By:	/s/ Jean Xiaohong Kou
		Name: Jean Xiaohong Kou
		Title: Director
Song Wang	/s/ Song Wang
	Song Wang
Jean Xiaohong Kou	/s/ Jean Xiaohong Kou
	Jean Xiaohong Kou