SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. ___)*

 

Aerohive Networks, Inc.
(Name of Issuer)
 
Common stock, par value US$0.001 per share
(Title of Class of Securities)
 
007786106
(CUSIP Number)
 
December 31, 2014
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
¨Rule 13d-1(c)
xRule 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 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).

 

(Continued on following pages)

 

Page 1 of 19 Pages

Exhibit Index Contained on Page 15

 

 
 

 

CUSIP NO.  007786106 13 G Page 2 of 19

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Northern Light Venture Fund, L.P. (“NLVF I”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)    ¨

(b)    x

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.

 

5,928,379 shares of common stock (the “shares”), except that Northern Light Partners, L.P. (the “DGP”), the general partner of NLVF I, and Northern Light Venture Capital, Ltd. (the “UGP”), the general partner of the DGP, may be deemed to have sole power to vote these shares, and Feng Deng (“Deng”), Yan Ke (“Ke”) and Jeffrey D. Lee (“Lee”), the directors of the UGP, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

 

See response to row 5.

7

SOLE DISPOSITIVE POWER

 

5,928,379 shares, except that the DGP, the general partner of NLVF I, and the UGP, the general partner of the DGP, may be deemed to have sole power to dispose of these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

 

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                    5,928,379

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*                                                                                               ¨

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                           13.0%
12 TYPE OF REPORTING PERSON*                                                                                  PN

 

 
 

 

CUSIP NO.  007786106 13 G Page 3 of 19

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Northern Light Strategic Fund, L.P. (“NLSF I”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

(a)    ¨

(b)    x

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

 

1,302,003 shares, except that the DGP, the general partner of NLSF I, and the UGP, the general partner of the DGP, may be deemed to have sole power to vote these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

 

See response to row 5.

7

SOLE DISPOSITIVE POWER.

 

1,302,003 shares, except that the DGP, the general partner of NLSF I, and the UGP, the general partner of the DGP, may be deemed to have sole power to dispose of these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

 

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                   1,302,003

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*                                                                                               ¨

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                           2.9%
12 TYPE OF REPORTING PERSON*                                                                                  PN

 

 
 

 

CUSIP NO.  007786106 13 G Page 4 of 19

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Northern Light Partners Fund, L.P. (“NLPF I”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)    ¨

(b)    x

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

 

651,000 shares, except that the DGP, the general partner of NLPF I, and the UGP, the general partner of the DGP, may be deemed to have sole power to vote these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

 

See response to row 5.

7

SOLE DISPOSITIVE POWER.

 

651,000 shares, except that the DGP, the general partner of NLPF I, and the UGP, the general partner of the DGP, may be deemed to have sole power to dispose of these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

 

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                   651,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*                                                                                               ¨

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                           1.4%
12 TYPE OF REPORTING PERSON*                                                                                  PN

 

 
 

 

CUSIP NO.  007786106 13 G Page 5 of 19

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Northern Light Partners, L.P. (the “DGP”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)    ¨

(b)    x

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.

 

7,881,382 shares, of which 5,928,379 shares are directly owned by NLVF I, 1,302,003 shares are directly owned by NLSF I, and 651,000 shares are directly owned by NLPF I. The DGP, the general partner of NLVF I, NLSF I and NLPF I, may be deemed to have sole power to vote these shares, except that the UGP, the general partner of the DGP, may be deemed to have sole power to vote these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

 

See response to row 5.

7

SOLE DISPOSITIVE POWER

 

7,881,382 shares, of which 5,928,379 shares are directly owned by NLVF I, 1,302,003 shares are directly owned by NLSF I, and 651,000 shares are directly owned by NLPF I. The DGP, the general partner of each of NLVF I, NLSF I and NLPF I, may be deemed to have sole power to dispose of these shares, except that the UGP, the general partner of the DGP, may be deemed to have sole power to dispose of these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

 

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                   7,881,382

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*                                                                                               ¨

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                           17.2%
12 TYPE OF REPORTING PERSON*                                                                                  PN

 

 
 

 

CUSIP NO.  007786106 13 G Page 6 of 19

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Northern Light Venture Capital, Ltd. (the “UGP”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)    ¨

(b)    x

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.

 

7,881,382 shares, of which 5,928,379 shares are directly owned by NLVF I, 1,302,003 shares are directly owned by NLSF I, and 651,000 shares are directly owned by NLPF I. The UGP is the general partner of the DGP, the general partner of each of NLVF I, NLSF I and NLPF I, and may be deemed to have sole power to vote these shares, except the DGP, the general partner of each of NLVF I, NLSF I and NLPF I, may be deemed to have sole power to vote these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

 

See response to row 5.

7

SOLE DISPOSITIVE POWER

 

7,881,382 shares, of which 5,928,379 shares are directly owned by NLVF I, 1,302,003 shares are directly owned by NLSF I, and 651,000 shares are directly owned by NLPF I. The UGP is the general partner of the DGP, the general partner of each of NLVF I, NLSF I and NLPF I, and may be deemed to have sole power to dispose of such shares, except the DGP, the general partner of each of NLVF I, NLSF I and NLPF I, may be deemed to have sole power to dispose of these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

 

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                   7,881,382

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*                                                                                               ¨

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                           17.2%
12 TYPE OF REPORTING PERSON*                                                                                 OO

 

 
 

 

CUSIP NO.  007786106 13 G Page 7 of 19

 

1

NAME OF REPORTING PERSONS

 

Feng Deng (“Deng”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)    ¨

(b)    x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER.

 

0 shares.

6

SHARED VOTING POWER

 

7,881,382 shares, of which 5,928,379 shares are directly owned by NLVF I, 1,302,003 shares are directly owned by NLSF I, and 651,000 shares are directly owned by NLPF I. Deng is a director of the UGP, the general partner of the DGP, which is the general partner of each of NLVF I, NLSF I and NLPF I, and may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER.

 

0 shares.

8

SHARED DISPOSITIVE POWER.

 

7,881,382 shares, of which 5,928,379 shares are directly owned by NLVF I, 1,302,003 shares are directly owned by NLSF I, and 651,000 shares are directly owned by NLPF I. Deng is a director of the UGP, the general partner of the DGP, which is the general partner of each of NLVF I, NLSF I and NLPF I, and may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                   7,881,382

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*                                                                                               ¨

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                           17.2%
12 TYPE OF REPORTING PERSON*                                                                                  IN

 

 
 

 

CUSIP NO.  007786106 13 G Page 8 of 19

 

1

NAME OF REPORTING PERSONS

 

Yan Ke (“Ke”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)    ¨

(b)    x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER.

 

0 shares.

6

SHARED VOTING POWER

 

7,881,382 shares, of which 5,928,379 shares are directly owned by NLVF I, 1,302,003 shares are directly owned by NLSF I, and 651,000 shares are directly owned by NLPF I. Ke is a director of the UGP, the general partner of the DGP, which is the general partner of each of NLVF I, NLSF I and NLPF I, and may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER.

 

0 shares.

8

SHARED DISPOSITIVE POWER.

 

7,881,382 shares, of which 5,928,379 shares are directly owned by NLVF I, 1,302,003 shares are directly owned by NLSF I, and 651,000 shares are directly owned by NLPF I. Ke is a director of the UGP, the general partner of the DGP, which is the general partner of each of NLVF I, NLSF I and NLPF I, and may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                   7,881,382

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*                                                                                               ¨

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                           17.2%
12 TYPE OF REPORTING PERSON*                                                                                  IN

 

 
 

 

CUSIP NO.  007786106 13 G Page 9 of 19

 

1

NAME OF REPORTING PERSONS

 

Jeffrey D. Lee (“Lee”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)    ¨

(b)    x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER.

 

0 shares.

6

SHARED VOTING POWER

 

7,881,382 shares, of which 5,928,379 shares are directly owned by NLVF I, 1,302,003 shares are directly owned by NLSF I, and 651,000 shares are directly owned by NLPF I. Lee is a director of the UGP, the general partner of the DGP, which is the general partner of each of NLVF I, NLSF I and NLPF I, and may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER.

 

0 shares.

8

SHARED DISPOSITIVE POWER.

 

7,881,382 shares, of which 5,928,379 shares are directly owned by NLVF I, 1,302,003 shares are directly owned by NLSF I, and 651,000 shares are directly owned by NLPF I. Lee is a director of the UGP, the general partner of the DGP, which is the general partner of each of NLVF I, NLSF I and NLPF I, and may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                   7,881,382

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*                                                                                               ¨

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                           17.2%
12 TYPE OF REPORTING PERSON*                                                                                  IN

 

 
 

 

CUSIP NO.  007786106 13 G Page 10 of 19

 

ITEM 1(A).NAME OF ISSUER

 

Aerohive Networks, Inc.

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

330 Gibraltar Drive

Sunnyvale, California 94089

 

ITEM 2(A).NAME OF PERSONS FILING

 

This Schedule 13G is being filed by (i) Northern Light Venture Fund, L.P., a Cayman Islands exempted limited partnership (“NLVF I”); (ii) Northern Light Strategic Fund, L.P., a Cayman Islands exempted limited partnership (“NLSF I”); (iii) Northern Light Partners Fund, L.P., a Cayman Islands exempted limited partnership (“NLPF I”); (iv) Northern Light Partners, L.P., a Cayman Islands exempted limited partnership (the “DGP”); (v) Northern Light Venture Capital, Ltd., a Cayman Islands exempted company (the “UGP”); (vi) Feng Deng (“Deng”), a citizen of the United States, (vii) Yan Ke (“Ke”), a citizen of the United States, and (viii) Jeffrey D. Lee (“Lee”), a citizen of the United States. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

NLVF I, NLSF I and NLPF I are venture capital funds. The DGP is the general partner of each of NLVF I, NLSF I and NLPF I and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by NLVF I, NLSF I and NLPF I. The UGP is the general partner of the DGP and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by NLVF I, NLSF I and NLPF I. Deng, Ke and Lee are the directors of the UGP and may be deemed to have shared power to vote and shared power to dispose of the shares directly owned by NLVF I, NLSF I and NLPF I.

 

ITEM 2(B).ADDRESS OF PRINCIPAL OFFICE

 

The principal business office of the Reporting Persons is:

 

Northern Light Venture Capital

Suite 1720, 17/F Hutchison House

10 Harcourt Road, Central

Hong Kong

 

ITEM 2(C)CITIZENSHIP

 

NLVF I, NLSF I, NLPF I and the DGP are Cayman Islands exempted limited partnerships. The UGP is a Cayman Islands exempted company. Lee, Deng and Ke are United States citizens.

 

ITEM 2(D) AND (E).         TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

 

Common Stock

 

CUSIP # 007786106

 

ITEM 3.Not Applicable

 

 
 

 

CUSIP NO.  007786106 13 G Page 11 of 19

 

ITEM 4.OWNERSHIP


Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)Amount beneficially owned:

 

See Row 9 of cover page for each Reporting Person.

 

(b)          Percent of Class:


See Row 11 of cover page for each Reporting Person.

 

(c)          Number of shares as to which such person has:

 

(i)          Sole power to vote or to direct the vote:

 

See Row 5 of cover page for each Reporting Person.

 

(ii)         Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)        Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)        Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for each Reporting Person.

 

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.

 

Under certain circumstances set forth in the limited partnership agreements of each of NLVF I, NLSF I, NLPF I and the DGP, and the memorandum and articles of association of the UGP, the general partner and limited partners or directors, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a general partner, limited partner or director.

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable.

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

Not applicable.

 

 
 

 

CUSIP NO.  007786106 13 G Page 12 of 19

 

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

                   

Not applicable.

 

ITEM 10.CERTIFICATION.

 

Not applicable.

 

 
 

 

CUSIP NO.  007786106 13 G Page 13 of 19

 

SIGNATURES

 

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 5, 2015    
  Northern Light Venture Capital, Ltd.
     
  By: /s/ Jeffrey D. Lee
    Jeffrey D. Lee, Director

 

  Northern Light Partners, L.P.
     
  By: Northern Light Venture Capital, Ltd.,
  Its General Partner
     
  By: /s/ Jeffrey D. Lee
    Jeffrey D. Lee, Director
     
  Northern Light Venture Fund, L.P.
     
  By: Northern Light Partners, L.P.,
    Its General Partner
     
  By: Northern Light Venture Capital, Ltd.,
    Its General Partner
     
  By: /s/ Jeffrey D. Lee
    Jeffrey D. Lee, Director
     
  Northern Light Strategic Fund, L.P.
     
  By: Northern Light Partners, L.P.,
    Its General Partner
     
  By: Northern Light Venture Capital, Ltd.,
    Its General Partner
     
  By: /s/ Jeffrey D. Lee
    Jeffrey D. Lee, Director

 

 
 

 

CUSIP NO.  007786106 13 G Page 14 of 19

 

  Northern Light Partners Fund, L.P.
     
  By: Northern Light Partners, L.P.,
    Its General Partner
     
  By: Northern Light Venture Capital, Ltd.,
    Its General Partner
     
  By: /s/ Jeffrey D. Lee
    Jeffrey D. Lee, Director

 

  /s/ Feng Deng
  Feng Deng
   
  /s/ Yan Ke
  Yan Ke
   
  /s/ Jeffrey D. Lee
  Jeffrey D. Lee

 

 
 

 

CUSIP NO.  007786106 13 G Page 15 of 19

 

EXHIBIT INDEX

 

  Found on
Sequentially
Exhibit Numbered Page
   
Exhibit A:  Agreement of Joint Filing 16
   
Exhibit B:  Power of Attorney 18

 

 
 

 

CUSIP NO.  007786106 13 G Page 16 of 19

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of Aerohive Networks, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: February 5, 2015    
     
  Northern Light Venture Capital, Ltd.
     
  By: /s/ Jeffrey D. Lee
    Jeffrey D. Lee, Director
     
  Northern Light Partners, L.P.
     
  By: Northern Light Venture Capital, Ltd.,
  Its General Partner
     
  By: /s/ Jeffrey D. Lee
    Jeffrey D. Lee, Director
     
  Northern Light Venture Fund, L.P.
     
  By: Northern Light Partners, L.P.,
    Its General Partner
     
  By: Northern Light Venture Capital, Ltd.,
    Its General Partner
     
  By: /s/ Jeffrey D. Lee
    Jeffrey D. Lee, Director
     
  Northern Light Strategic Fund, L.P.
     
  By: Northern Light Partners, L.P.,
    Its General Partner
     
  By: Northern Light Venture Capital, Ltd.,
    Its General Partner
     
  By: /s/ Jeffrey D. Lee
    Jeffrey D. Lee, Director

 

 
 

 

CUSIP NO.  007786106 13 G Page 17 of 19

 

  Northern Light Partners Fund, L.P.
     
  By: Northern Light Partners, L.P.,
    Its General Partner
     
  By: Northern Light Venture Capital, Ltd.,
    Its General Partner
     
  By: /s/ Jeffrey D. Lee
  Jeffrey D. Lee, Director

 

  /s/ Feng Deng
  Feng Deng
   
  /s/ Yan Ke
  Yan Ke
   
  /s/ Jeffrey D. Lee
  Jeffrey D. Lee

 

 
 

 

CUSIP NO.  007786106 13 G Page 18 of 19

 

exhibit B

 

POWER OF ATTORNEY

 

Each of the undersigned entities and individuals (collectively, the “Reporting Persons”) hereby authorizes and designates Northern Light Venture Capital, Ltd. or such other person or entity as is designated in writing by Jeffrey D. Lee (the “Designated Filer”) as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to each Reporting Person’s ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the “Companies”).

 

Each Reporting Person hereby further authorizes and designates Jeffrey D. Lee (the “Authorized Signatory”) to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.

 

The authority of the Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act or the Exchange Act.

 

February 5, 2015    
     
  Northern Light Venture Capital, Ltd.
     
  By: /s/ Jeffrey D. Lee
    Jeffrey D. Lee, Director
     
  Northern Light Partners, L.P.
     
  By: Northern Light Venture Capital, Ltd.,
  Its General Partner
     
  By: /s/ Jeffrey D. Lee
    Jeffrey D. Lee, Director

 

 
 

 

CUSIP NO.  007786106 13 G Page 19 of 19

 

  Northern Light Venture Fund, L.P.
     
  By: Northern Light Partners, L.P.,
    Its General Partner
     
  By: Northern Light Venture Capital, Ltd.,
    Its General Partner
     
  By: /s/ Jeffrey D. Lee
    Jeffrey D. Lee, Director
     
  Northern Light Strategic Fund, L.P.
     
  By: Northern Light Partners, L.P.,
    Its General Partner
     
  By: Northern Light Venture Capital, Ltd.,
    Its General Partner
     
  By: /s/ Jeffrey D. Lee
    Jeffrey D. Lee, Director
     
  Northern Light Partners Fund, L.P.
     
  By: Northern Light Partners, L.P.,
    Its General Partner
     
  By: Northern Light Venture Capital, Ltd.,
    Its General Partner
     
  By: /s/ Jeffrey D. Lee
    Jeffrey D. Lee, Director

 

  /s/ Feng Deng
  Feng Deng
   
  /s/ Yan Ke
  Yan Ke
   
  /s/ Jeffrey D. Lee
  Jeffrey D. Lee