0001193125-13-261954.txt : 20130618 0001193125-13-261954.hdr.sgml : 20130618 20130618084023 ACCESSION NUMBER: 0001193125-13-261954 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130618 DATE AS OF CHANGE: 20130618 GROUP MEMBERS: JEAN QIN KONG GROUP MEMBERS: JIAN (JAMES) DING GROUP MEMBERS: NEW MEDIA CHINA INVESTMENT I, LTD. GROUP MEMBERS: PACIFICINFO LTD GROUP MEMBERS: POWER JOY (CAYMAN) LTD GROUP MEMBERS: STEVE ZHANG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASIAINFO-LINKAGE, INC CENTRAL INDEX KEY: 0001100969 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 752506390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60757 FILM NUMBER: 13918226 BUSINESS ADDRESS: STREET 1: 4/F ZHONGDIAN INFORMATION TOWER 6 STREET 2: ZHONGGUANCUN SOUTH STREET HAIDIAN CITY: BEIJING STATE: F4 ZIP: 100086 BUSINESS PHONE: 00861082166688 MAIL ADDRESS: STREET 1: 4/F ZHONGDIAN INFORMATION TOWER 6 STREET 2: ZHONGGUANCUN SOUTH STREET HAIDIAN CITY: BEIJING STATE: F4 ZIP: 100086 FORMER COMPANY: FORMER CONFORMED NAME: ASIAINFO HOLDINGS INC DATE OF NAME CHANGE: 19991214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TIAN EDWARD CENTRAL INDEX KEY: 0001134725 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 4/F ZHONGDIAN INFO TWR #6 ZHONGGUANAIN S STREET 2: HAIDIAN DISTRICT BEIJING CITY: 100086 PRC STATE: F5 ZIP: 99999 SC 13D/A 1 d555069dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D Amendment No. 1 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

AsiaInfo-Linkage, Inc.

(Name of Company)

Common Stock, par value $0.01

(Title of Class of Securities)

04518A104

(CUSIP Number)

Power Joy (Cayman) Limited

c/o CITIC Capital Partners Management Limited

28/F, CITIC Tower

1 Tim Mei Avenue

Central, Hong Kong

Attention: Vicki Hui, Venus Lam, Zhen Ji

+852 3710 6888

Edward Tian

Jean Qin Kong

PacificInfo Limited

Unit 906, Level 9, Cyberport 2

100 Cyberport Road

Hong Kong

+852 2122 8400

Jian (James) Ding

New Media China Investment I, Ltd.

28-7 Bishui Zhuangyuan, Changping District

Beijing 102206, People’s Republic of China

+(86) 10 5706-9898

Steve Zhang

c/o AsiaInfo-Linkage, Inc.

4th Floor, Zhongdian Information Tower

6 Zhongguancun South Street, Haidian District

Beijing 100086, People’s Republic of China

+(86) 10 8216-6688

With a copy to:

Mark J. Lehmkuhler

Davis Polk & Wardwell

The Hong Kong Club Building

3A Chater Road

Hong Kong

+852 2533 3300

Peter X. Huang

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

No. 1, Jianguomenwai Avenue

Beijing 100004, People’s Republic of China

+(86) 10 6535-5599

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 17, 2013

(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-l(f) or 240.13d-l(g), check the following box.  ¨

 

* 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.

 

 

04518A104

 

 

 

  1.   

Names of Reporting Persons.

 

Power Joy (Cayman) Limited

   
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

   
  3.  

SEC Use Only

 

   
  4.  

Source of Funds (See Instructions)

 

    AF, OO

   
  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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

 

    3,282,800

   
     8.   

Shared Voting Power

 

    0

   
     9.   

Sole Dispositive Power

 

    3,282,800

   
   10.   

Shared Dispositive Power

 

    0

   
11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    3,282,800 (1)

   
12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  x
13.  

Percent of Class Represented by Amount in Row (11)

 

    4.5% (2)

   
14.  

Type of Reporting Person (See Instructions)

 

    CO

   

 

(1) Power Joy (Cayman) Limited (“Power Joy”) is a party to certain agreements described in Item 3 and Item 4 below, which agreements contain, among other things, voting agreements and limitations on the sale of Common Stock of the Company owned by the Reporting Persons and the Other Voting Shareholders (each as defined herein). As a result, Power Joy may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act. Shares of Common Stock listed as beneficially owned by Power Joy exclude those held by the Other Voting Shareholders and the Reporting Persons other than Power Joy, in each case as to which Power Joy expressly disclaims beneficial ownership.
(2) Percentage calculated based on 72,794,429 shares of Common Stock outstanding as of May 9, 2013 (as provided by the Company).

 

Page 2 of 10


CUSIP No.

 

 

04518A104

 

 

 

  1.   

Names of Reporting Persons.

 

Edward Tian

   
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

   
  3.  

SEC Use Only

 

   
  4.  

Source of Funds (See Instructions)

 

    PF, OO, BK

   
  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ¨
  6.  

Citizenship or Place of Organization

 

    The People’s Republic of China

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

Sole Voting Power

 

    4,658,669 (1)

   
     8.   

Shared Voting Power

 

    2,087,704 (2)

   
     9.   

Sole Dispositive Power

 

    4,658,669 (1)

   
   10.   

Shared Dispositive Power

 

    2,087,704 (2)

   
11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    6,746,373 (3)

   
12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  x
13.  

Percent of Class Represented by Amount in Row (11)

 

    9.3% (4)

   
14.  

Type of Reporting Person (See Instructions)

 

    IN

   

 

(1) Includes: (i) 3,154,029 shares of Common Stock of the Company directly held by Edward Tian, (ii) 4,000 shares of Common Stock held in a revocable trust for the benefit of Mr. Tian’s daughter, Stephanie Tian, (iii) 1,493,943 shares of Common Stock beneficially held through PacificInfo Limited, a company organized and existing under the laws of the British Virgin Islands, which is wholly-owned by Mr. Tian (“PacificInfo”), and (iv) 6,697 shares of Common Stock underlying restricted stock units that will vest on August 7, 2013.
(2) Includes 2,087,704 shares of Common Stock held by Mr. Tian’s spouse, Jean Qin Kong.
(3) Mr. Tian is a party to certain agreements described in Item 3 and Item 4 below, which agreements contain, among other things, voting agreements and limitations on the sale of Common Stock of the Company owned by the Reporting Persons and the Other Voting Shareholders. As a result, Mr. Tian may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act. Shares of Common Stock listed as beneficially owned by Mr. Tian exclude those held by the Other Voting Shareholders and the Reporting Persons other than Mr. Tian, Ms. Kong and PacificInfo, in each case as to which Mr. Tian expressly disclaims beneficial ownership.
(4) Percentage calculated based on 72,801,126 shares of Common Stock, including 72,794,429 shares outstanding as of May 9, 2013 (as provided by the Company) and 6,697 shares underlying restricted stock units held by Mr. Tian.

 

Page 3 of 10


CUSIP No.

 

 

04518A104

 

 

 

  1.   

Names of Reporting Persons.

 

Jean Qin Kong

   
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

   
  3.  

SEC Use Only

 

   
  4.  

Source of Funds (See Instructions)

 

    PF, OO, BK

   
  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ¨
  6.  

Citizenship or Place of Organization

 

    United States

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

Sole Voting Power

 

    2,087,704

   
     8.   

Shared Voting Power

 

    0

   
     9.   

Sole Dispositive Power

 

    2,087,704

   
   10.   

Shared Dispositive Power

 

    0

   
11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    2,087,704 (1)

   
12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  x
13.  

Percent of Class Represented by Amount in Row (11)

 

    2.9% (2)

   
14.  

Type of Reporting Person (See Instructions)

 

    IN

   

 

(1) Ms. Kong is a party to certain agreements described in Item 3 and Item 4 below, which agreements contain, among other things, voting agreements and limitations on the sale of Common Stock of the Company owned by the Reporting Persons and the Other Voting Shareholders. As a result, Ms. Kong may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act. Shares of Common Stock listed as beneficially owned by Ms. Kong exclude those held by the Other Voting Shareholders and the Reporting Persons other than Ms. Kong, in each case as to which Ms. Kong expressly disclaims beneficial ownership.
(2) Percentage calculated based on 72,794,429 shares of Common Stock outstanding as of May 9, 2013 (as provided by the Company).

 

Page 4 of 10


CUSIP No.

 

 

04518A104

 

 

 

  1.   

Names of Reporting Persons.

 

PacificInfo Limited

   
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

   
  3.  

SEC Use Only

 

   
  4.  

Source of Funds (See Instructions)

 

    AF, OO, BK

   
  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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

 

    1,493,943

   
     8.   

Shared Voting Power

 

    0

   
     9.   

Sole Dispositive Power

 

    1,493,943

   
   10.   

Shared Dispositive Power

 

    0

   
11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,493,943 (1)

   
12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  x
13.  

Percent of Class Represented by Amount in Row (11)

 

    2.1% (2)

   
14.  

Type of Reporting Person (See Instructions)

 

    CO

   

 

(1) PacificInfo Limited (“PacificInfo”) is a party to certain agreements described in Item 3 and Item 4 below, which agreements contain, among other things, voting agreements and limitations on the sale of Common Stock of the Company owned by the Reporting Persons and the Other Voting Shareholders. As a result, PacificInfo may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act. Shares of Common Stock listed as beneficially owned by PacificInfo exclude those held by the Other Voting Shareholders and the Reporting Persons other than PacificInfo, in each case as to which PacificInfo expressly disclaims beneficial ownership.
(2) Percentage calculated based on 72,794,429 shares of Common Stock outstanding as of May 9, 2013 (as provided by the Company).

 

Page 5 of 10


CUSIP No.

 

 

04518A104

 

 

 

  1.   

Names of Reporting Persons.

 

Jian (James) Ding

   
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

   
  3.  

SEC Use Only

 

   
  4.  

Source of Funds (See Instructions)

 

    PF, OO, BK

   
  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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

 

    1,005,884 (1)

   
     8.   

Shared Voting Power

 

    0

   
     9.   

Sole Dispositive Power

 

    1,005,884 (1)

   
   10.   

Shared Dispositive Power

 

    0

   
11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,005,884 (1)(2)

   
12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  x
13.  

Percent of Class Represented by Amount in Row (11)

 

    1.4% (3)

   
14.  

Type of Reporting Person (See Instructions)

 

    IN

   

 

(1) Includes (i) 903,187 shares of Common Stock of the Company held directly by Mr. Ding, (ii) 96,000 shares beneficially held through New Media China Investment I, Ltd., a company organized and existing under the laws of British Virgin Islands, which is wholly-owned by Mr. Ding and (iii) 6,697 shares of Common Stock underlying restricted stock units that will vest on August 7, 2013.
(2) Mr. Ding is a party to certain agreements described in Item 3 and Item 4 below, which agreements contain, among other things, voting agreements and limitations on the sale of Common Stock of the Company owned by the Reporting Persons and the Other Voting Shareholders. As a result, Mr. Ding may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act. Shares of Common Stock listed as beneficially owned by Mr. Ding exclude those held by the Other Voting Shareholders and the Reporting Persons other than Mr. Ding and New Media, in each case as to which Mr. Ding expressly disclaims beneficial ownership.
(3) Percentage calculated based on 72,801,126 shares of Common Stock, including 72,794,429 shares outstanding as of May 9, 2013 (as provided by the Company) and 6,697 shares underlying restricted stock units held by Mr. Ding.

 

Page 6 of 10


CUSIP No.

 

 

04518A104

 

 

 

  1.   

Names of Reporting Persons.

 

New Media China Investment I, Ltd.

   
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

   
  3.  

SEC Use Only

 

   
  4.  

Source of Funds (See Instructions)

 

    AF, OO, BK

   
  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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

 

    96,000

   
     8.   

Shared Voting Power

 

    0

   
     9.   

Sole Dispositive Power

 

    96,000

   
   10.   

Shared Dispositive Power

 

    0

   
11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    96,000 (1)

   
12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  x
13.  

Percent of Class Represented by Amount in Row (11)

 

    0.1% (2)

   
14.  

Type of Reporting Person (See Instructions)

 

    CO

   

 

(1) New Media China Investment I, Ltd. (“New Media”) is a party to certain agreements described in Item 3 and Item 4 below, which agreements contain, among other things, voting agreements and limitations on the sale of Common Stock of the Company owned by the Reporting Persons and the Other Voting Shareholders. As a result, New Media may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act. Shares of Common Stock listed as beneficially owned by New Media exclude those held by the Other Voting Shareholders and the Reporting Persons other than New Media, in each case as to which New Media expressly disclaims beneficial ownership.
(2) Percentage calculated based on 72,794,429 shares of Common Stock outstanding as of May 9, 2013 (as provided by the Company).

 

Page 7 of 10


CUSIP No.

 

 

04518A104

 

 

 

  1.   

Names of Reporting Persons.

 

Steve Zhang

   
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

   
  3.  

SEC Use Only

 

   
  4.  

Source of Funds (See Instructions)

 

    PF, OO, BK

   
  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ¨
  6.  

Citizenship or Place of Organization

 

    United States

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

Sole Voting Power

 

    236,154 (1)

   
     8.   

Shared Voting Power

 

    0

   
     9.   

Sole Dispositive Power

 

    236,154 (1)

   
   10.   

Shared Dispositive Power

 

    0

   
11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    236,154 (1)(2)

   
12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  x
13.  

Percent of Class Represented by Amount in Row (11)

 

    0.3% (3)

   
14.  

Type of Reporting Person (See Instructions)

 

    IN

   

 

(1) Includes 104,904 shares of Common Stock of the Company and 131,250 shares issuable upon the exercise of vested options.
(2) Mr. Zhang is a party to certain agreements described in Item 3 and Item 4 below, which agreements contain, among other things, voting agreements and limitations on the sale of Common Stock of the Company owned by the Reporting Persons and the Other Voting Shareholders. As a result, Mr. Zhang may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act. Shares of Common Stock listed as beneficially owned by Mr. Zhang exclude those held by the Other Voting Shareholders and the Reporting Persons other than Mr. Zhang, in each case as to which Mr. Zhang expressly disclaims beneficial ownership.
(3) Percentage calculated based on 72,925,679 shares of Common Stock, including 72,794,429 shares outstanding as of May 9, 2013 (as provided by the Company) and 131,250 shares issuable upon the exercise of vested options held by Mr. Zhang.

 

Page 8 of 10


This amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is filed jointly by Power Joy (Cayman) Limited (“Power Joy”), Edward Tian (the “Founder”), Jean Qin Kong, PacificInfo Limited (“PacificInfo” and, together with the Founder and Jean Qin Kong, the “Founder Parties”), Jian (James) Ding, New Media China Investment I, Ltd. (“New Media”) and Steve Zhang. Power Joy, the Founder Parties, Jian (James) Ding, New Media and Steve Zhang are each referred to herein as a “Reporting Person” and, collectively, as the “Reporting Persons.”

This Amendment No. 1 amends and supplements the statement on the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2013 (the “Schedule 13D”) on behalf of the Reporting Persons. Except as provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined herein have the meanings assigned to them in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On June 17, 2013, the Rollover Shareholders, Voting Shareholders, Holdco and Parent entered into an amendment agreement (the “Amendment Agreement”), pursuant to which the number of Mr. Jian (James) Ding’s shares set forth on Schedule 1 of the Rollover Agreement and Schedule 1 of the Voting Agreement was changed from 1,070,134 to 903,187. Pursuant to the Rollover Agreement, as amended by the Amendment Agreement, the Rollover Shareholders agreed that, immediately prior to the effective time of the Merger, they will contribute to Parent an aggregate of 7,843,767 shares of Common Stock in exchange for 7,843,767 ordinary shares of Holdco. The information disclosed in this paragraph is qualified in its entirety by reference to the Amendment Agreement, a copy of which is filed as Exhibit 23 and is incorporated herein by reference in its entirety.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

The information set forth in Item 3 above is incorporated herein by reference.

Based on the number of shares set forth on Schedule 1 of the Voting Agreement, as amended by the Amendment Agreement, the Voting Shareholders collectively own approximately 11.6% of the outstanding Common Stock. The information disclosed in this paragraph is qualified in its entirety by reference to the Amendment Agreement, a copy of which is filed as Exhibit 23 and is incorporated herein by reference in its entirety.

Item 5. Interest in Securities of the Company

The fourth and the sixth paragraphs of Item 5 of the Schedule 13D are hereby amended and replaced by the following:

Jian (James) Ding and New Media: As of the filing date, Mr. Ding directly holds and has the sole voting and dispositive power over 903,187 shares of Common Stock and 6,697 shares of Common Stock underlying restricted stock units that will vest on August 7, 2013, representing in total approximately 1.2% of the outstanding Common Stock of the Company, based on 72,801,126 shares of Common Stock, including 72,794,429 shares outstanding as of May 9, 2013 and 6,697 shares underlying restricted stock units held by Mr. Ding. Mr. Ding is also the sole shareholder of New Media. New Media directly holds 96,000 shares of Common Stock, representing approximately 0.1% of the outstanding shares of Common Stock. Mr. Ding shares voting and dispositive control over the shares of Common Stock held by New Media. Mr. Ding is thereby deemed to have beneficial ownership of such shares of Common Stock.

By reason of the agreements described in Item 3 and Item 4 above, the Reporting Persons may be deemed to beneficially own and have the shared voting power to vote or to direct the vote of (but no power to dispose of or to direct the disposition of) 11,931,919 shares of Common Stock (the “Reporting Persons’ and Other Voting Shareholders’ Shares”), representing approximately 16.3% of the outstanding Common Stock of the Company, based on 73,005,073 shares of Common Stock, including 72,794,429 shares outstanding as of May 9, 2013, 197,250 shares issuable upon the exercise of vested options held by Mr. Zhang and the Other Voting Shareholders and 13,394 shares underlying restricted stock units held by the Founder and Mr. Ding. The Reporting Persons’ and Other Voting Shareholders’ Shares include each of the following: (1) 6,746,373 shares of Common Stock held by the Founder Parties, (2) 3,282,800 shares of Common Stock held by Power Joy, (3) 909,884 shares of Common Stock held by Jian (James) Ding, (4) 96,000 shares of Common Stock held by New Media, (5) 236,154 shares of Common Stock held by Steve Zhang, (6) 35,000 shares of Common Stock and 22,000 shares issuable upon the exercise of vested options held by Jun (Michael) Wu, (7) 53,334 shares of Common Stock and 22,000 shares issuable upon the exercise of vested options held by Yadong Jin and (8) 506,374 shares of Common Stock and 22,000 shares issuable upon the exercise of vested options held by Guoxiang Liu.

 

Page 9 of 10


Item 7. Material to be Filed as Exhibits

 

23.    Amendment Agreement by and among the Rollover Shareholders, Voting Shareholders, Parent and Holdco, dated June 17, 2013.

 

Page 10 of 10


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: June 18, 2013

 

POWER JOY (CAYMAN) LIMITED
By:  

/s/ Ji Zhen

Name:   Ji Zhen
Title:   Authorised Signatory

 

EDWARD TIAN
By:  

/s/ Edward Tian

Name:   Edward Tian

 

JEAN QIN KONG
By:  

/s/ Jean Qin Kong

Name:   Jean Qin Kong

 

PACIFICINFO LIMITED
By:  

/s/ Edward Tian

Name:   Edward Tian
Title:   Director

 

JIAN (JAMES) DING
By:  

/s/ Jian Ding

Name:   Jian Ding

 

NEW MEDIA CHINA INVESTMENT I, LTD.
By:  

/s/ Jian Ding

Name:   Jian Ding
Title:   Director

 

STEVE ZHANG
By:  

/s/ Steve Zhang

Name:   Steve Zhang

[Signature page to 13D/A]

EX-99.23 2 d555069dex9923.htm EX-99.23 EX-99.23

Exhibit 99.23

AMENDMENT AGREEMENT

AMENDMENT AGREEMENT (this “Amendment”) is made as of June 17, 2013 by and among Skipper Holdings Limited, a corporation formed under the laws of the Cayman Islands (“Holdco”), Skipper Limited, a corporation formed under the laws of the Cayman Islands and a wholly owned subsidiary of Holdco (“Parent”), and each of the Rollover Shareholders and Shareholders.

WHEREAS, reference is made to the Rollover Agreement (“Rollover Agreement”) dated as of May 12, 2013, by and among Holdco, Parent and each of the stockholders of AsiaInfo-Linkage, Inc., a Delaware corporation (the “Company”) set forth on Schedule 1 thereto under the column titled “Rollover Shareholders” (each, a “Rollover Shareholder”, and collectively, the “Rollover Shareholders”);

WHEREAS, reference is made to the Voting Agreement (“Voting Agreement”, and together with the Rollover Agreement, the “Agreements”) dated as of May 12, 2013, by and among Holdco, Parent and each of the stockholders of the Company set forth on Schedule 1 thereto under the column titled “Shareholders” (each, a “Shareholder”, and collectively, the “Shareholders”);

WHEREAS, subsequent to the execution and delivery of the Agreements, Jian (James) Ding noted that his number of Rollover Shares and Covered Shares set forth in the Rollover Agreement and Voting Agreement, respectively, was incorrect;

WHEREAS, subsequent to the execution and delivery of the Agreements, Guoxiang Liu requested the consent of Parent and Holdco to sell 450,737 of his Covered Shares (such shares, the “Transferred Shares”) on the open market; and

WHEREAS, pursuant to section 4.08 of the Rollover Agreement and Section 5.08 of the Voting Agreement, the parties desire to make certain amendments to the Agreements to restate the correct number of Rollover Shares and Covered Shares of Jian (James) Ding, and pursuant to Section 4.01 of the Voting Agreement, Parent and Holdco desires to provide its consent for the requested sale of up to a number of shares equal to the Transferred Shares by Guoxiang Liu.

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1. Definitions. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Agreements, as applicable.

SECTION 2. Amendments.

(a) Each of Holdco, Parent and the Rollover Shareholders agree that Schedule 1 to the Rollover Agreement shall be replaced with the Schedule set forth in Annex A hereto, and the terms, “Rollover Shares” and “Holdco Shares” in the Rollover Agreement, shall refer to such number of shares as set forth in such attached Schedule. For the avoidance of doubt, the representations and warranties of Jian (James) Ding set forth in Section 2.02 of the Rollover Agreement shall be deemed to refer to such terms as amended by this Amendment.


(b) Each of Holdco, Parent and the Shareholders agree that Schedule 1 to the Voting Agreement shall be replaced with the Schedule set forth in Annex B hereto, and the term, “Covered Shares” in the Voting Agreement, shall refer to such number of shares as set forth in such attached Schedule. For the avoidance of doubt, the representations and warranties of Jian (James) Ding set forth in Article 2 of the Voting Agreement shall be deemed to refer to such term as amended by this Amendment.

SECTION 3. Consent. Parent and Holdco hereby consent to the sale by Guoxiang Liu of the Transferred Shares on the open market, provided that in consideration therefor, Guoxiang Liu hereby represents and warrants to Parent as of the date hereof, each of the representations and warranties set forth in Article 2 of the Voting Agreement with respect to himself, except to the extent of any actual transfer of Transferred Shares for which Parent and Holdco have given their consent pursuant hereto.

SECTION 4. Effect of Amendments. Except as provided herein, each of the Agreements shall remain unchanged, and the Agreements as amended hereby shall continue in full force and effect. After the date hereof, all references to the “Agreement” in each of the Agreements shall refer to such Agreement as amended by this Amendment. This Amendment shall not constitute an amendment to or waiver of any right or remedy other than to the extent expressly set out herein.

SECTION 5. Miscellaneous. Section 5.03 (Governing Law; Consent to Jurisdiction), 5.04 (Waiver of Trial by Jury), 5.05 (Binding Effect; Assignment) and 5.06 (Counterparts) of the Voting Agreement shall apply mutatis mutandis to this Amendment.

[signature pages follow]

 

2


IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

 

HOLDCO AND PARENT
SKIPPER HOLDINGS LIMITED
By:  

/s/ Ji Zhen

Name:   Ji Zhen
Title:   Authorised Signatory

 

SKIPPER LIMITED
By:  

/s/ Ji Zhen

Name:   Ji Zhen
Title:   Authorised Signatory

 

ROLLOVER SHAREHOLDERS AND SHAREHOLDERS
EDWARD TIAN

/s/ Edward Tian

 

PACIFICINFO LIMITED
By:  

/s/ Edward Tian

Name:   Edward Tian
Title:   Director

[signature page to Amendment]


JEAN QIN KONG

/s/ Jean Qin Kong

 

JIAN (JAMES) DING

/s/ Jian (James) Ding

 

NEW MEDIA CHINA INVESTMENT I, LTD.
By:  

/s/ Jian (James) Ding

Name:   Jian (James) Ding
Title:   Director

 

STEVE ZHANG

/s/ Steve Zhang

 

OTHER SHAREHOLDERS

JUN (MICHAEL) WU

/s/ Jun (Michael) Wu

 

YADONG JIN

/s/ Yadong Jin

[signature page to Amendment]


GUOXIANG LIU

/s/ Guoxiang Liu

[signature page to Amendment]


Annex A

Schedule 1 to Rollover Agreement

Rollover Shareholder Contribution/Issuance of Holdco Shares

 

Rollover Shareholder

   Rollover Shares     Holdco Shares  

Edward Tian

     3,158,029 1      3,158,029   

Jean Qin Kong

     2,087,704 2      2,087,704   

PacificInfo Limited

     1,493,943        1,493,943   

Jian (James) Ding

     903,187 3      903,187   

New Media China Investment I, Ltd.

     96,000        96,000   

Steve Zhang

     104,904 4      104,904   

 

1 

Includes 3,154,029 Company Shares directly held by Mr. Tian and 4,000 Company Shares held in a revocable trust for the benefit of Mr. Tian’s daughter, Stephanie Tian. Excludes restricted stock units held by Mr. Tian representing 6,697 Company Shares that will vest on August 7, 2013, 2,087,704 Company Shares held by Mr. Tian’s spouse Ms. Jean Qin Kong and 1,493,943 Company Shares held by PacificInfo Limited, which is wholly owned by Mr. Tian.

2 

Excludes 3,154,029 Company Shares directly held by Ms. Kong’s spouse, Mr. Edward Tian, restricted stock units held by Mr. Tian representing 6,697 Company Shares that will vest on August 7, 2013, 4,000 Company Shares held in a revocable trust for the benefit of Mr. Tian’s daughter, Stephanie Tian, and 1,493,943 Company Shares held by PacificInfo Limited, which is wholly owned by Mr. Tian.

3 

Includes 903,187 Company Shares held directly by Mr. Ding. Excludes 96,000 Company Shares held by New Media China Investment I, Ltd., which is wholly owned by Mr. Ding, and restricted stock units held by Mr. Ding representing 6,697 Company Shares that will vest on August 7, 2013.

4 

Excludes 131,250 Company Shares issuable upon exercise of options held by Mr. Zhang.


Annex B

Schedule 1 to Voting Agreement

Shareholders

 

Shareholder

   Covered Shares  

Edward Tian

     3,158,029 1 

Jean Qin Kong

     2,087,704 2 

PacificInfo Limited

     1,493,943   

Jian (James) Ding

     903,187 3 

New Media China Investment I, Ltd.

     96,000   

Steve Zhang

     104,904 4 

Jun (Michael) Wu

     35,000 5 

Yadong Jin

     53,334 6 

Guoxiang Liu

     506,374 7 

 

1 

Includes 3,154,029 Company Shares directly held by Mr. Tian and 4,000 Company Shares held in a revocable trust for the benefit of Mr. Tian’s daughter, Stephanie Tian. Excludes restricted stock units held by Mr. Tian representing 6,697 Company Shares that will vest on August 7, 2013, 2,087,704 Company Shares held by Mr. Tian’s spouse Ms. Jean Qin Kong and 1,493,943 Company Shares held by PacificInfo Limited, which is wholly owned by Mr. Tian.

2 

Excludes 3,154,029 Company Shares directly held by Ms. Kong’s spouse, Mr. Edward Tian, restricted stock units held by Mr. Tian representing 6,697 Company Shares that will vest on August 7, 2013, 4,000 Company Shares held in a revocable trust for the benefit of Mr. Tian’s daughter, Stephanie Tian, and 1,493,943 Company Shares held by PacificInfo Limited, which is wholly owned by Mr. Tian.

3 

Includes 903,187 Company Shares held directly by Mr. Ding. Excludes 96,000 Company Shares held by New Media China Investment I, Ltd., which is wholly owned by Mr. Ding, and restricted stock units held by Mr. Ding representing 6,697 Company Shares that will vest on August 7, 2013.

4 

Excludes 131,250 Company Shares issuable upon exercise of options held by Mr. Zhang.

5

Excludes 22,000 Company Shares issuable upon exercise of options held by Mr. Wu.

6 

Excludes 22,000 Company Shares issuable upon exercise of options held by Mr. Jin.

7

Excludes 22,000 Company Shares issuable upon exercise of options held by Mr. Liu.