UNITED STATES
|
SECURITIES AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
|
SCHEDULE 13D
|
|
Under the Securities Exchange Act of 1934
|
|
(Amendment No. )*
|
|
Information to be Included in Statements Filed
Pursuant to Rule 13d-1(a) and
|
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
|
|
CHINA TRANSINFO TECHNOLOGY CORP.
|
(Name of Issuer)
|
|
Common Stock,
Par Value $0.001 Per Share
|
(Title of Class of Securities)
|
|
169453 10 7
|
(CUSIP Number)
|
|
Shudong Xia
|
9th Floor, Vision Building,
|
No. 39 Xueyuanlu, Haidian District,
|
Beijing, China 100191
|
|
Shufeng Xia
|
9th Floor, Vision Building,
|
No. 39 Xueyuanlu, Haidian District,
|
Beijing, China 100191
|
|
Danxia Huang
|
9th Floor, Vision Building,
|
No. 39 Xueyuanlu, Haidian District,
|
Beijing, China 100191
|
|
SAIF Partners III L.P.
|
Suite 2115, Two Pacific Place
|
88 Queensway
|
Admiralty, Hong Kong
|
|
With a copy to:
|
|
Peter X. Huang
|
Skadden, Arps, Slate, Meagher & Flom LLP
|
30th Floor, China World Office 2
|
No. 1, Jianguomenwai Avenue
|
Beijing 100004, Peoples Republic of China
|
+(86) 10
6535-5599
|
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
|
June 8, 2012
|
(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
1.
|
NAME OF REPORTING PERSON: Karmen
Investment Holdings Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A
GROUP
(a)
[X]
(b)
[_]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, OO, AF
|
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
6,005,242 shares of
common stock
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
6,005,242 shares of
common stock
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,005,242 shares of common stock
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
23.76%
(1)
|
14.
|
TYPE OF REPORTING PERSON
CO
|
(1)
Based on 25,270,069 shares of our common stock
outstanding as of June 7, 2012.
Page 3 of 17
1.
|
NAME OF REPORTING PERSON: East Action
Investment Holdings Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A
GROUP
(a)
[X]
(b)
[_]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, AF, 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
6,005,242 shares of
common stock
(1)
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
6,005,242 shares
of common stock
(1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,005,242 shares of common
stock
(1)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [X]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
23.76%
(2)
|
14.
|
TYPE OF REPORTING PERSON
CO
|
(1)
Includes 6,005,242 shares of common stock of the
Company owned by Karmen Investment Holdings Limited.
(2)
Based on 25,270,069 shares of common stock of
the Company outstanding as of June 7, 2012.
Page 4 of 17
1.
|
NAME OF REPORTING PERSON: Shudong Xia
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A
GROUP
(a)
[X]
(b)
[_]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, PF, 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
Peoples Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
1,031,835 shares of
common stock
|
8.
|
SHARED VOTING POWER
6,005,242 shares of
common stock (1)
|
9.
|
SOLE DISPOSITIVE POWER
1,031,835 shares of
common stock
|
10.
|
SHARED DISPOSITIVE POWER
6,005,242 shares
of common stock
(1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
7,037,077 shares of common stock
(2)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [X]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
27.85%
(3)
|
14.
|
TYPE OF REPORTING PERSON
IN
|
(1)
Includes 6,005,242 shares of common stock of the
Company beneficially owned by Karmen Investment Holdings Limited.
(2)
Includes 6,005,242 shares of common stock of the
Company owned by Karmen Investment Holdings Limited and 1,031,835 shares of
common stock of the Company owned by Shudong Xia.
(3)
Based on 25,270,069 shares of common stock of
the Company outstanding as of June 7, 2012.
Page 5 of 17
1.
|
NAME OF REPORTING PERSON: Shufeng Xia
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A
GROUP
(a)
[X]
(b)
[_]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, OO, 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
Peoples Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
500,000 shares of common
stock
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
500,000 shares of
common stock
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
500,000 shares of common stock
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [X]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
1.98%
(1)
|
14.
|
TYPE OF REPORTING PERSON
IN
|
(1)
Based on 25,270,069 shares of common stock of
the Company outstanding as of June 7, 2012.
Page 6 of 17
1.
|
NAME OF REPORTING PERSON: Danxia
Huang
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A
GROUP
(a)
[X]
(b)
[_]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, OO, 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
Peoples Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
509,896 shares of common
stock
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
509,896 shares of
common stock
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
509,896 shares of common stock
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [X]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
2.02%
(1)
|
14.
|
TYPE OF REPORTING PERSON
IN
|
(1)
Based on 25,270,069 shares of common stock of
the Company outstanding as of June 7, 2012.
Page 7 of 17
1.
|
NAME OF REPORTING PERSON: SAIF
Partners III L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A
GROUP
(a)
[X]
(b)
[_]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
WC, BK, 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
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
4,151,152 shares of
common stock
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
4,151,152 shares
of common stock
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,151,152 shares of common stock
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [X]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
16.43%
(1)
|
14.
|
TYPE OF REPORTING PERSON
PN
|
(1)
Based on 25,270,069 shares of common stock of
the Company outstanding as of June 7, 2012.
Page 8 of 17
1.
|
NAME OF REPORTING PERSON: SAIF III
GP, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A
GROUP
(a)
[X]
(b)
[_]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
WC, BK, 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
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
4,151,152 shares of
common stock
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
4,151,152 shares
of common stock
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,151,152 shares of common stock
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [X]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
16.43%
(1)
|
14.
|
TYPE OF REPORTING PERSON
PN
|
(1)
Based on 25,270,069 shares of common stock of
the Company outstanding as of June 7, 2012.
Page 9 of 17
1.
|
NAME OF REPORTING PERSON: SAIF III GP
Capital Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A
GROUP
(a)
[X]
(b)
[_]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
WC, BK, 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
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
4,151,152 shares of
common stock
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
4,151,152 shares
of common stock
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,151,152 shares of common stock
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [X]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
16.43%
(1)
|
14.
|
TYPE OF REPORTING PERSON
PN
|
(1)
Based on 25,270,069 shares of common stock of
the Company outstanding as of June 7, 2012.
Page 10 of 17
1.
|
NAME OF REPORTING PERSON: Andrew Y.
Yan
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A
GROUP
(a)
[X]
(b)
[_]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, 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
Hong Kong
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
4,151,152 shares of
common stock
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
4,151,152 shares
of common stock
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,151,152 shares of common stock
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [X]
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
16.43%
(1)
|
14.
|
TYPE OF REPORTING PERSON
IN
|
(1)
Based on 25,270,069 shares of common stock of
the Company outstanding as of June 7, 2012.
Page 11 of 17
This Schedule 13D is filed jointly by Karmen Investment
Holdings Limited (Karmen), East Action Investment Holdings Ltd. (East
Action), Shudong Xia, Shufeng Xia, Danxia Huang, SAIF Partners III L.P. (SAIF
Partners), SAIF III GP L.P. (SAIF GP), SAIF III GP Capital Ltd. (SAIF
Capital) and Andrew Y. Yan. Karmen, East Action and Shudong Xia are
collectively referred to as the Xia Parties. Andrew Y. Yan, SAIF Partners III
L.P., SAIF III GP L.P. and SAIF III GP Capital Ltd. are collectively referred to
as the SAIF Parties. The Xia Parties, the SAIF Parties, Shufeng Xia and Danxia
Huang are collectively referred to as the Reporting Persons.
This Schedule 13D represents the initial statement on Schedule
13D jointly filed by the Reporting Persons with respect to China TransInfo
Technology Corp. (the Company) and amends and supplements (i) the statement on
Schedule 13D filed on May 15, 2007 on behalf of the Xia Parties with the United
States Securities and Exchange Commission (the SEC), as amended on September
3, 2008, April 26, 2010, March 9, 2011, March 16, 2011, March 24, 2011, April
15, 2011, May 10, 2011, August 30, 2011, September 20, 2011, October 7, 2011,
October 24, 2011, November 9, 2011, November 28, 2011, December 14, 2011,
January 4, 2012, February 21, 2012 and March 20, 2012 (as amended and
supplemented to date, the Xia Schedule 13D) and (ii) the statement on Schedule
13D filed on July 29, 2008 on behalf of the SAIF Parties with the SEC, as
amended on March 5, 2010 (as amended and supplemented to date, the SAIF
Schedule 13D). Except as provided herein, this Schedule 13D does not modify any
of the information previously reported on the Xia Schedule 13D or the SAIF
Schedule 13D.
ITEM 1.
|
SECURITY AND ISSUER
|
|
|
|
This Schedule 13D relates to the common stock, par value
$0.001 per share (the Common Stock), of the Company. As of the date of
this Schedule 13D, the Company has 25,270,069 shares of Common Stock issued
and outstanding. The principal executive office of the Company is located
at 9th Floor, Vision Building, No. 39 Xueyuanlu, Haidian District,
Beijing, China 100191.
|
|
|
ITEM 2.
|
IDENTITY AND BACKGROUND
|
|
|
(a) (c)
|
This Schedule 13D is being jointly filed by the Reporting
Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13
of the Securities Exchange Act of 1934, as amended (the Exchange Act).
The Reporting Persons are making this single, joint filing because they
may be deemed to constitute a group within the meaning of Section
13(d)(3) of the Exchange Act with respect to the transactions described in
Item 4 of this Schedule 13D.
|
|
|
|
With respect to the Xia Parties, this Schedule 13D also
amends and supersedes the Xia Schedule 13D. With respect to the SAIF
Parties, this Schedule 13D amends and supersedes the SAIF Schedule 13D.
|
|
|
|
Except as expressly otherwise set forth in this Schedule
13D, each Reporting Person disclaims beneficial ownership of the shares of
Common Stock beneficially owned by any other Reporting Person or any other
person. The agreement between the Reporting Persons relating to the joint
filing of this statement is attached hereto as Exhibit 7.01. 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).
|
|
|
|
The business address of each of the Reporting Persons
other than the SAIF Parties is 9th Floor, Vision Building, No. 39
Xueyuanlu, Haidian District, Beijing, China 100191. The business address
of each of the SAIF Parties is 2516-2520, Two Pacific Place, 88 Queensway,
Admiralty, Hong Kong.
|
|
|
|
Each of Karmen and East Action is an investment holding
company. Shudong Xia is CEO and President of the Company. Shufeng Xia is
the Director of financial department of China TransInfo Technology Group
Co., Ltd. Danxia Huang is Vice President of Operations, Treasurer and
Director of the Company.
|
|
|
|
The principal business of SAIF Partners is to make
investments in companies in China and India. The principal business of
SAIF GP and SAIF Capital is to serve as the general partners and advisers in the various investment vehicles, including
SAIF Partners. Andrew Y. Yan is acting as the sole director of SAIF
Capital.
|
Page 12 of 17
(d)
|
During the five years preceding the date of this filing,
none of the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
|
|
|
(e)
|
During the five years preceding the date of this filing,
none of the Reporting Persons 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.
|
|
|
(f)
|
Shudong Xia is a citizen of the Peoples Republic of
China. Shufeng Xia is a citizen of the Peoples Republic of China. Danxia
Huang is a citizen of the Peoples Republic of China. Andrew Y. Yan is a
citizen of Hong Kong Special Administrative Region, the Peoples Republic
of China.
|
|
|
ITEM 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
|
|
|
Pursuant to an agreement and plan of merger, dated as of
June 8, 2012 (the Merger Agreement), by and among (i) TransCloud Company
Limited (Parent), (ii) TransCloud Acquisition Inc. (Merger Sub), a
Nevada corporation and a wholly-owned subsidiary of Parent and (iii) the
Company, subject to the conditions set forth in the Merger Agreement,
Merger Sub will be merged with and into the Company, with the Company
continuing as the surviving entity and a subsidiary of Parent (the
Merger). Under the terms of the Merger Agreement, each of the Companys
shares of Common Stock issued and outstanding immediately prior to the
effective time of the Merger will be converted into the right to receive
$5.80 per share in cash, without interest, except shares held by the
Company as treasury stock or owned by Parent and Merger Sub (including
shares to be contributed by certain Reporting Persons prior to the
effective time of the Merger pursuant to the Management Contribution
Agreement and the SAIF Contribution Agreement described below). The Merger
is subject to the approval of the Companys stockholders and other
customary closing conditions. The descriptions of the Merger and of the
Merger Agreement set forth in Item 4 below are incorporated by reference
in their entirety into this Item 3. The information disclosed in this
paragraph is qualified in its entirety by reference to the Merger
Agreement, a copy of which has been filed as Exhibit 7.02, and is
incorporated herein by reference in its entirety.
|
|
|
|
The Reporting Persons anticipate that approximately
US$92.3 million will be expended in acquiring 13,071,944 outstanding
shares of Common Stock owned by stockholders of the Company other than the
Reporting Persons (Publicly Held Shares). This amount includes (a) the
estimated funds required by Reporting Persons to (i) purchase the Publicly
Held Shares, (ii) pay for the outstanding options to purchase Common
Stock, and (iii) pay for the outstanding warrants to purchase Common
Stock, and (b) the estimated transaction costs associated with the
purchase of the Publicly Held Shares (excluding any tax liabilities).
|
|
|
|
The financing for the Merger and other transactions
contemplated by the Merger Agreement will be obtained by the Reporting
Persons pursuant to a facility agreement, dated as of June 8, 2012 (the
Facility Agreement), by and between Parent and China Development Bank
Corporation Hong Kong Branch (CDB), an equity commitment letter, dated
as of June 7, 2012 (the SAIF Commitment Letter), by and between SAIF
Partners IV L.P. and Shudong Investments Limited (Holdco), a British
Virgin Islands company wholly-owned by Shudong Xia and the sole
shareholder of Parent, and an equity commitment letter, dated as of June
7, 2012 (the Xia Commitment Letter), by and between Shudong Xia and
Holdco. Under the terms and subject to the conditions of the Facility
Agreement, CDB will provide a term loan facility of up to $96 million to
Parent. Under the terms and subject to the conditions of the SAIF
Commitment Letter, SAIF Partners IV L.P. will provide equity financing of
an approximate amount of US$11.6 million to Holdco. The source of funds
for such equity financing will come from the investors in such funds. Under the terms and subject to the conditions of
Xia Commitment Letter, Shudong Xia will provide equity financing of an
approximate amount of US$27.0 million to Holdco. The source of funds for
such equity financing will come from Shudong Xias personal funds. The
information disclosed in this paragraph is qualified in its entirety by
reference to the Facility Agreement, the SAIF Commitment Letter and the
Xia Commitment Letter. Copies of the Facility Agreement, the SAIF
Commitment Letter and the Xia Commitment Letter are filed as Exhibit 7.03,
Exhibit 7.04 and Exhibit 7.05, respectively, and are incorporated herein
by reference in their entirety.
|
Page 13 of 17
|
On June 7, 2012, Karmen, Shudong Xia, Shufeng Xia and Danxia Huang (the Management
Rollover Holders) entered into a contribution agreement (the Management
Contribution Agreement) with Parent and Holdco. Pursuant to the
Management Contribution Agreement, the Management Rollover Holders agreed
that, immediately prior to the effective time of the Merger, they will
contribute to Parent an aggregate of 8,046,973 shares of Common Stock in
exchange for the same amount of ordinary shares of Holdco. The information
disclosed in this paragraph is qualified in its entirety by reference to
the Management Contribution Agreement, a copy of which is filed as Exhibit
7.06 and is incorporated herein by reference in its entirety.
|
|
|
|
On June 7, 2012, SAIF Partners entered into a contribution agreement (the SAIF
Contribution Agreement) with Parent and Holdco. Pursuant to the SAIF
Contribution Agreement, SAIF Partners agreed that, immediately prior to
the effective time of the Merger, it will contribute to Parent an
aggregate of 4,151,152 shares of Common Stock in exchange for the same
amount of preference shares of Holdco. The information disclosed in this
paragraph is qualified in its entirety by reference to the SAIF
Contribution Agreement, a copy of which is filed as Exhibit 7.07 and is
incorporated herein by reference in its entirety.
|
|
|
ITEM 4.
|
PURPOSE OF TRANSACTION
|
|
|
|
On June 8, 2012, the Company announced in a press release
that it had entered into the Merger Agreement. Pursuant to the Merger
Agreement, Merger Sub will be merged with and into the Company, with the
Company as the surviving entity. Under the terms of the Merger Agreement,
each share of Common Stock issued and outstanding immediately prior to the
effective time of the merger will be converted into the right to receive
$5.80 in cash, without interest, except for shares of Common Stock owned
by Parent and Merger Sub (including shares of Common Stock to be
contributed to Parent by certain Reporting Persons prior to the effective
time of the Merger pursuant to the Management Contribution Agreement and
the SAIF Contribution Agreement).
|
|
|
|
The purpose of the transactions contemplated under the
Merger Agreement, including the Merger, is to acquire all of the Publicly
Held Shares. If the Merger is consummated, shares of Common Stock will no
longer be traded on the NASDAQ Global Market and will cease to be
registered under Section 12 of the Exchange Act, and the Company will be
privately held by the Reporting Persons. The information disclosed in this
paragraph and in the preceding paragraph of this Item 4 is qualified in
its entirety by reference to the Merger Agreement, and is incorporated
herein by reference in its entirety.
|
|
|
|
On June 7, 2012,
the Management Rollover Holders and SAIF Partners, who collectively own
approximately 48.27% of the outstanding shares of Common Stock, entered
into a voting agreement (the Voting Agreement) with Parent, pursuant to
which each of the Management Rollover Holders and SAIF Partners has agreed
(i) when a meeting of the stockholders of the Company is held, to appear
at such meeting or otherwise cause their shares of Common Stock to be
counted as present thereat for the purpose of establishing a quorum, (ii)
to vote or cause to be voted at such meeting all their shares of Common
Stock in favor of the adoption of the Merger Agreement and approval of the
Merger and (iii) to vote or cause to be voted at such meeting all their
shares of Common Stock against the approval any alternative transaction
proposal or any other action contemplated any an alternative transaction
proposal. The information disclosed in this paragraph is qualified in its
entirety by reference to the Voting Agreement, a copy of which has been filed as Exhibit
7.08, and is incorporated herein by reference in its entirety.
|
Page 14 of 17
|
The information required by Item 4 not otherwise provided
herein is set forth in Item 3 and is incorporated herein by reference.
|
|
|
|
Other than as described in Item 3 and Item 4 above, none
of the Reporting Persons nor, to the best knowledge of the Reporting
Persons, any of the other persons named in Item 2, has any plans or
proposals which relate to or would result in any of the actions specified
in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting
Persons 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 transactions or 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)
|
With respect to each of the Reporting Persons, the cover
pages of this Schedule 13D are incorporated herein by reference, as if set
forth in their entirety.
|
|
|
|
As of the date of this Schedule 13D, Shudong Xia directly
holds and has the sole voting and dispositive power over 1,031,835 shares
of Common Stock, representing approximately 4.08% of the outstanding
shares of Common Stock. Shudong Xia is also the sole shareholder of East
Action. East Action is the sole shareholder of Karmen. Karmen directly
holds 6,005,242 shares of Common Stock, representing approximately 23.76%
of the outstanding shares of Common Stock. Each of East Action and Shudong
Xia Yang shares voting and dispositive control over the shares of the
Common Stock held by Karmen. Each of East Action and Shudong Xia is
thereby deemed to have beneficial ownership of such shares of Common
Stock.
|
|
|
|
As of the date of this Schedule 13D, SAIF Partners
beneficially owns 4,151,152 shares of Common Stock, representing
approximately 16.43% of the outstanding shares of Common Stock. Andrew Y.
Yan, SAIF Capital and SAIF GP may be deemed to be beneficial owners for
purposes of filing this Schedule 13D, each of which disclaims beneficial
ownership in such shares, except to the extent of their pecuniary interest
therein.
|
|
|
|
By virtue of his direct and indirect control of SAIF
Capital, SAIF GP and SAIF Partners, Andrew Y. Yan is deemed to have shared
voting and dispositive powers with respect to the shares of Common Stock
beneficially owned by SAIF Partners, as to which SAIF Capital, SAIF GP and
SAIF Partners are also deemed to have shared voting and dispositive
powers.
|
|
|
|
As of the date of this Schedule 13D, Shufeng Xia directly
holds and has the sole voting and dispositive power over 500,000 shares of
Common Stock, representing approximately 1.98% of the outstanding shares
of Common Stock.
|
|
|
|
As of the date of this Schedule 13D, Danxia Huang
directly holds and has the sole voting and dispositive power over 509,896
shares of Common Stock, representing approximately 2.02% of the
outstanding shares of Common Stock.
|
|
|
|
In accordance with Rule 13d-4 under the Exchange Act,
each of the Reporting Persons disclaims beneficial ownership of all shares
of Common Stock beneficially owned by any of the other Reporting Persons,
except that each of the Xia Parties may be deemed to beneficially own all
shares of Common Stock that are held by Karmen.
|
|
|
(c)
|
During the 60 days preceding the filing of this Schedule
13D, none of the Reporting Persons and, to their knowledge, none of the
directors and officers of the SAIF Parties, has effected any transactions
in the Common Stock.
|
Page 15 of 17
(d) (e)
|
Not applicable.
|
|
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
|
|
|
|
On June 7, 2012, (i) SAIF Partners IV L.P. and Holdco
entered into the SAIF Commitment Letter; (ii) Shudong Xia and Holdco
entered into the Xia Commitment Letter; (iii) the Management Rollover
Holders, Parent and Holdco entered into the Management Contribution
Agreement; (iv) SAIF Partners, Parent and Holdco entered into the SAIF
Contribution Agreement; and (v) the Management Rollover Holders, SAIF
Partners and Parent entered into the Voting Agreement.
|
|
|
|
On June 8, 2012, Parent, Merger Sub and the Company
entered into the Merger Agreement. Concurrently with the execution of the
Merger Agreement: (i) Parent and CDB entered into the Facility Agreement;
and (ii) Shudong Xia and SAIF Partners IV L.P. issued a limited guarantee
(the Limited Guarantee) in favor of the Company, a copy of which has
been filed as Exhibit 7.09, and is incorporated herein by reference in its
entirety.
|
|
|
ITEM 7.
|
MATERIAL TO BE FILED AS EXHIBITS
|
|
|
Exhibit 7.01
|
Joint Filing Agreement by and between the Reporting
Persons, dated June 7, 2012.
|
|
|
Exhibit 7.02
|
Agreement and Plan of Merger by and among Parent, Merger
Sub and the Company, dated June 8, 2012 (incorporated herein by reference
to Exhibit 2.1 to the Companys Current Report on Form 8-K filed on June
8, 2012).
|
|
|
Exhibit 7.03
|
Facility Agreement by and between Parent and CDB, dated
June 8, 2012.
|
|
|
Exhibit 7.04
|
Equity Commitment Letter by SAIF Partners IV L.P. in
favor of Holdco, dated June 7, 2012.
|
|
|
Exhibit 7.05
|
Equity Commitment Letter by Shudong Xia in favor of
Holdco, dated June 7, 2012.
|
|
|
Exhibit 7.06
|
Contribution Agreement by and among the Management
Rollover Holders, Parent and Holdco, dated June 7, 2012.
|
|
|
Exhibit 7.07
|
Contribution Agreement by and among SAIF Partners, Parent
and Holdco, dated June 7, 2012.
|
|
|
Exhibit 7.08
|
Voting Agreement by and among the Management Rollover
Holders, SAIF Partners and Parent, dated June 7, 2012.
|
|
|
Exhibit 7.09
|
Limited Guaranty by Shudong Xia and SAIF Partners IV L.P.
in favor of the Company dated June 8, 2012 (incorporated herein by
reference to Exhibit 10.1 to the Companys Current Report on Form 8-K
filed on June 8, 2012).
|
Page 16 of 17
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 8, 2012
Karmen Investment Holdings
Limited
By:
/s/ Shudong
Xia
Name: Shudong Xia
Title: Sole Director
East Action Investment Holdings
Ltd.
By:
/s/ Shudong
Xia
Name: Shudong Xia
Title: Sole Director
Shudong Xia
By:
/s/ Shudong
Xia
Shufeng Xia
By:
/s/ Shufeng
Xia
Danxia Huang
By:
/s/ Danxia
Huang
SAIF Partners III L.P.
SAIF III
GP, L.P.
SAIF III GP Capital Ltd.
By:
/s/ Andrew Y.
Yan
Name: Andrew Y. Yan
Title: Sole Director of SAIF II GP Capital Ltd.,
the General Partner of SAIF III GP, L.P., the General Partner of SAIF Partners
III L.P.
Andrew Y. Yan
By:
/s/ Andrew Y.
Yan
Page 17 of 17
China Transinfo Technology Corp. (MM) (NASDAQ:CTFO)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
China Transinfo Technology Corp. (MM) (NASDAQ:CTFO)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024