UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
SCHEDULE 13D/A
(Amendment No.
6)
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
Copies to
Louis A. Bevilacqua
Pillsbury Winthrop
Shaw Pittman LLP
2300 N Street, NW
Washington, DC 20037
(202) 663-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 13, 2011
(Date of Event which Requires Filing
Statement on Schedule 13D)
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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
CUSIP NO: 169453 10 7
1. |
NAMES OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Karmen Investment Holdings Limited | ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A
GROUP
(a) [_]
(b) [X] | ||
3. | SEC USE ONLY | ||
4. |
SOURCE OF FUNDS SC | ||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [__] | ||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER | |
8. |
SHARED VOTING
POWER
6,005,242 shares of common stock (1) | ||
9. |
SOLE DISPOSITIVE POWER | ||
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] (2) | ||
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 our common stock owned by Karmen Investment Holdings Limited (Karmen), which is wholly-owned by East Action Investment Holdings Ltd. (East Action) of which Shudong Xia is the sole owner. Mr. Xia may be deemed to be a beneficial owner of the shares held by Karmen.
(2) All percentages set forth herein are based upon 25,270,069 shares of our common stock outstanding as of the date of this Amendment No. 6. In addition, notwithstanding the fact that Karmen is a party to the Voting Agreement (as defined below) and as a result, the reporting persons herein may be deemed to constitute a group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, each reporting person disclaims beneficial ownership of any securities held by any persons not a reporting person herein.
2
CUSIP NO: 169453 10 7
1. |
NAMES OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) East Action Investment Holdings Ltd. | ||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A
GROUP
(a) [ ] (b) [ X ] | ||
3. | SEC USE ONLY | ||
4. |
SOURCE OF FUNDS SC | ||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [__] | ||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER | |
8. |
SHARED VOTING
POWER
6,005,242 shares of common stock (1) | ||
9. |
SOLE DISPOSITIVE POWER | ||
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] (2) | ||
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 our common stock owned by Karmen, which is wholly-owned by East Action of which Shudong Xia is the sole owner. Mr. Xia may be deemed to be a beneficial owner of the shares held by Karmen.
(2) All percentages set forth herein are based upon 25,270,069 shares of our common stock outstanding as of the date of this Amendment No. 6. In addition, notwithstanding the fact that Karmen is a party to the Voting Agreement (as defined below) and as a result, the reporting persons herein may be deemed to constitute a group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, each reporting person disclaims beneficial ownership of any securities held by any persons not a reporting person herein.
3
CUSIP NO: 169453 10 7
1. |
NAMES OF REPORTING
PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Shudong Xia | ||
2. |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A
GROUP
(a) [ ] (b) [ X] | ||
3. |
SEC USE ONLY | ||
4. |
SOURCE OF FUNDS
SC, PF | ||
5. |
CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [__] | ||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING
POWER
6,305,242 shares of common stock (1) | |
8. |
SHARED VOTING POWER | ||
9. |
SOLE DISPOSITIVE
POWER 6,305,242 shares of common stock (1) | ||
10. | SHARED DISPOSITIVE POWER | ||
11. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,305,242 shares of common stock (1) | ||
12. |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] (2) | ||
13. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 24.95% (2) | ||
14. |
TYPE OF REPORTING
PERSON IN |
(1) Includes 6,005,242 shares of our common stock owned by Karmen, which is wholly-owned by East Action of which Shudong Xia is the sole owner and 300,000 shares individually owned by Mr. Xia. Mr. Xia may be deemed to be a beneficial owner of the shares held by Karmen.
(2) All percentages set forth herein are based upon 25,270,069 shares of our common stock outstanding as of the date of this Amendment No. 6. In addition, notwithstanding the fact that Karmen is a party to the Voting Agreement (as defined below) and as a result, the reporting persons herein may be deemed to constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, each reporting person disclaims beneficial ownership of any securities held by any persons not a reporting person herein.
4
This Amendment No. 6 to Schedule 13D (Amendment No. 6) relates to the common stock, par value $0.001 per share (the Common Stock), of China TransInfo Technology Corp., a Nevada corporation (the Company). This Amendment No. 6 is being filed jointly by Karmen, East Action and Shudong Xia (collectively, the Reporting Persons) to amend and supplement the Items set forth below of the Reporting Persons Schedule 13D previously filed with the Securities and Exchange Commission (the SEC) on May 15, 2007, as amended on September 3, 2008, April 26, 2010, March 9, 2011, March 16, 2011 and March 24, 2011 (collectively, Schedule 13D).
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is supplemented by the following:
Since the filing of the last amendment to Schedule 13D on March 24, 2011, Shudong Xia has acquired additional 75,000 shares of Common Stock for an aggregate purchase price of $346,339.7 as of the close of business on April 13, 2011. Such purchases were funded from Shudong Xias personal funds.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated as follows:
Pursuant to a certain Share Exchange Agreement, dated as of May 14, 2007 (the "Share Exchange Agreement"), by and among the Company, Cabowise International Ltd., a British Virgin Islands company ("Cabowise"), Weicheng International Inc., a California corporation, Foster Growth Ltd., a British Virgin Islands company, and all of the stockholders of Cabowise, 50,000,000 ordinary shares of Cabowise were exchanged for 10,841,492 shares of the Company's Common Stock. Karmen, which owned 88.24% of Cabowise, received 9,566,532 shares of the Common Stock. Because Shudong Xia owned 68% of East Action, which, in turn, owned 100 percent of Karmen, Mr. Xia may be deemed to beneficially own 100% of the 9,566,532 shares of Common Stock held by Karmen even though Mr. Xia did not have economic rights to 32% of those shares which economic rights were held by Danxia Huang, Zhibin Lai, Zhiping Zhang and Mao Pan (collectively, the "Other Shareholders").
On July 17, 2008, the Company and its then 95% owned Chinese subsidiary, Beijing PKU Chinafront High Technology Co., Ltd. entered into a securities purchase agreement (the "Purchase Agreement") with SAIF Partners III L.P. ("SAIF"). Under the Purchase Agreement, the Company issued and sold to SAIF 2,586,207 shares of the Company's Common Stock (the "Shares") at a price per share of $5.80 for an aggregate purchase price of $15.0 million. In connection with the Purchase Agreement, the Company and its two major shareholders of the Company, Karmen and Leguna Verde Investments Limited ("Leguna"), entered into a voting agreement (the "Voting Agreement") with SAIF, pursuant to which, among other things, the Company agreed to ensure the election of two new directors within a pre-defined period. In addition, under the Voting Agreement, Karmen, Leguna and SAIF agreed, during the term of the Voting Agreement, to vote, or cause to be voted, all shares owned by them, to ensure that the individual designated by SAIF will be elected as a director of the Company.
On March 22, 2010, the Board of Directors of Karmen adopted resolutions relating to the distribution of 3,561,290 shares of the Common Stock held by Karmen to its sole shareholder, East Action. The purpose of the distribution was to allow East Action to then distribute those shares to Mr. Xia and the Other Shareholders. In the case of the Other Shareholders, the distribution constituted their entire economic interest in Company Common Stock that was held by East Action and Karmen and allows the Other Shareholders to hold those shares directly instead of indirectly through East Action and Karmen. Accordingly, on March 22, 2010, East Action entered into a redemption agreement (the "Redemption Agreement") with all of the Other Shareholders, pursuant to which, the Other Shareholders tendered an aggregate of 16,000 ordinary shares, par value $1.00 per share, of East Action in exchange for an aggregate of 3,061,290 shares of the Common Stock. In addition, pursuant to the Redemption Agreement, East Action redeemed 2,613 ordinary shares from Mr. Xia in exchange for 500,000 shares of the Common Stock, which Mr. Xia then gifted to another individual. As a result of the transactions described above, Shudong Xia now solely wholly owns East Action, which, in turn, wholly owns Karmen. Mr. Xia may be deemed to be a beneficial owner of the 6,005,242 shares of Common Stock held by Karmen.
5
Shudong Xia entered into an agreement, designed to satisfy the requirements of Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, to purchase additional shares of Common Stock. The agreement dated December 22, 2010 (the Rule 10b5-1 Purchase Plan) between Shudong Xia and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the Broker), authorizes the Broker to purchase on behalf of Shudong Xia, during the period between February 24, 2011 and February 24, 2012 (the Purchase Period), up to 400,000 shares of Common Stock on the open market at prevailing market prices and subject to a maximum price condition. As of the close of business on April 13, 2011, Shudong Xia has purchased in the aggregate 300,000 shares of Common Stock pursuant to the Rule 10b5-1 Purchase Plan. A copy of the Rule 10b5-1 Purchase Plan was filed as Exhibit 99.5 to Amendment No. 3 to Schedule 13D on March 9, 2011 and is incorporated herein by reference.
Other than as described above in this Item 4 or as would occur upon completion of any of the actions discussed herein, including in any Exhibits hereto, the Reporting Persons have made no proposals, and have entered into no agreements, which would be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
(a) (b) As of the date of this Amendment No. 6, Karmen beneficially owns 6,005,242 shares of the Common Stock, representing 23.76% of the outstanding shares of the Company. Shudong Xia and East Action may be deemed to be beneficial owners for purposes of filing this Amendment No. 6, 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 Karmen and East Action, Shudong Xia is deemed to have sole voting and dispositive powers with respect to the shares of Common Stock beneficially owned by Karmen, as to which East Action and Karmen are deemed to have shared voting and dispositive powers.
Karmen may be deemed to have formed a group with Leguna and SAIF and therefore all of the Reporting Persons may be deemed to have beneficial ownership over a total of 11,431,612 shares of the Companys Common Stock, thus having beneficial ownership of approximately 45.24% of the shares of the Companys Common Stock.
Notwithstanding the fact that Karmen is a party to the Voting Agreement and as a result, the Reporting Persons herein may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any securities held by any persons not a Reporting Person herein.
In addition, as of the close of business on April 13, 2011, Shudong Xia individually owns 300,000 shares of Common Stock representing 1.19% of the outstanding shares of the Company, as to which he has sole voting and dispositive powers.
6
(c) During the past 60 days, pursuant to the Rule 10b5-1 Purchase Plan, Shudong Xia acquired an aggregate of 300,000 shares of Common Stock for an aggregate purchase price of $1,379,999.7. A list of the transactions in the Companys Common Stock that were effected by Shudong Xia during the past 60 days is attached hereto as Exhibit 99.6.
(d) None.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit No. | Description |
99.1 | Joint Filing Agreement |
99.2 | Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of Issuers Form 8-K filed July 18, 2008) |
99.3 | Registration Rights Agreement (incorporated by reference to Exhibit 4.1 of Issuers Form 8-K filed July 18, 2008) |
99.4 | Voting Agreement (incorporated by reference to Exhibit 10.2 of Issuers Form 8-K filed July 18, 2008) |
99.5 | Rule 10b5-1 Purchase Plan between Shudong Xia and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated December 22, 2010 (incorporated by reference to Exhibit 99.5 to Amendment No. 3 to Schedule 13D filed March 9, 2011) |
99.6 | List of the Transactions during the past 60 Days |
7
SIGNATURES
After reasonable inquiry and to the best of his and its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: April 15, 2011
Karmen Investment Holdings Limited | East Action Investment Holdings Ltd. |
By: /s/ Shudong Xia | By: /s/ Shudong Xia |
Shudong Xia | Shudong Xia |
Director | Director |
/s/ Shudong Xia | |
Shudong Xia |
8
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, to file a joint statement on Schedule 13D (including amendments thereto) pertaining to their beneficial ownership of shares of Common Stock of China TransInfo Technology Corp.
This agreement may be terminated for any reason by any party hereto immediately upon the personal delivery or facsimile transmission of notice to that effect to the other parties hereto.
Date: April 15, 2011
Karmen Investment Holdings Limited | East Action Investment Holdings Ltd. |
By: /s/ Shudong Xia | By: /s/ Shudong Xia |
Shudong Xia | Shudong Xia |
Director | Director |
/s/ Shudong Xia
Shudong Xia
Exhibit 99.6
Transactions during the Past 60 Days*
Trade Date |
Amount of Shares Purchased |
Weighted Average Price/Price Per Share ($) |
Range of Price ($) |
2/24/2011 | 13,600 | 4.484 | 4.40-4.57 |
2/25/2011 | 13,600 | 4.497 | 4.42-4.55 |
2/28/2011 | 14,700 | 4.534 | 4.49-4.64 |
3/1/2011 | 14,700 | 4.70 | |
3/2/2011 | 8,300 | 4.615 | 4.60-4.65 |
3/3/2011 | 14,100 | 4.691 | 4.63-4.73 |
3/7/2011 | 10,100 | 4.773 | 4.70-4.80 |
3/8/2011 | 1,100 | 4.786 | 4.75-4.80 |
3/9/2011 | 14,000 | 4.75 | 4.70-4.78 |
3/10/2011 | 12,900 | 4.725 | 4.67-4.75 |
3/11/2011 | 15,100 | 4.656 | 4.62-4.72 |
3/14/2011 | 13,800 | 4.522 | 4.46-4.62 |
3/15/2011 | 13,800 | 4.379 | 4.28-4.50 |
3/16/2011 | 13,800 | 4.56 | 4.49-4.60 |
3/17/2011 | 13,800 | 4.561 | 4.53-4.59 |
3/18/2011 | 7,600 | 4.574 | 4.55-4.71 |
3/21/2011 | 15,000 | 4.588 | 4.56-4.60 |
3/22/2011 | 15,000 | 4.521 | 4.49-4.57 |
3/23/2011 | 15,000 | 4.523 | 4.51-4.56 |
3/30/2011 | 8,800 | 4.65 | |
3/31/2011 | 16,400 | 4.584 | 4.56-4.60 |
4/1/2011 | 1,400 | 4.55 | |
4/11/2011 | 13,000 | 4.689 | 4.68-4.70 |
4/12/2011 | 4,700 | 4.678 | 4.65-4.68 |
4/13/2011 | 15,700 | 4.655 | 4.63-4.67 |
*The purchases were made pursuant to the Rule 10b5-1 Purchase Plan. These shares were purchased in multiple transactions on the open market. Shudong Xia undertakes to provide the Company or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.