OMB APPROVAL
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OMB Number: 3235-0145
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Expires: February 28, 2009
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Estimated average burden
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hours per response: 14.5
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CUSIP No. G2352K 108
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON
Cathay Capital Holdings II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC, BK
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
27,449,860
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
27,449,860
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,449,8601
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%2
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. G2352K 108
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON.
Cathay Master GP, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
|
SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
27,449,860
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
27,449,860
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,449,8603
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%4
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP No. G2352K 108
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON
New China Capital Management, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
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8
|
SHARED VOTING POWER
27,449,860
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9
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SOLE DISPOSITIVE POWER
0
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||
10
|
SHARED DISPOSITIVE POWER
27,449,860
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||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,449,8605
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12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%6
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
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CUSIP No. G2352K 108
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON.
NCCM, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
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3
|
SEC USE ONLY
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4
|
SOURCE OF FUNDS (See Instructions)
OO
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5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
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8
|
SHARED VOTING POWER
27,449,860
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
27,449,860
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,449,8607
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12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%8
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP No. G2352K 108
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON.
TAM China, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
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3
|
SEC USE ONLY
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4
|
SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
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8
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SHARED VOTING POWER
27,449,860
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
27,449,860
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,449,8609
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%10
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP No. G2352K 108
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON.
The Cathay Investment Fund, Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
104,400
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
104,400
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
104,40011
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%12
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP No. G2352K 108
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON.
New China Investment Management, Inc.
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
OO
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||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
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6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
104,400
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9
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SOLE DISPOSITIVE POWER
0
|
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10
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SHARED DISPOSITIVE POWER
104,400
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
104,40013
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%14
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, CO
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CUSIP No. G2352K 108
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON.
Paloma International L.P. / 06-1539218
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
|
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3
|
SEC USE ONLY
|
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4
|
SOURCE OF FUNDS (See Instructions)
AF
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5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
19,983,420
|
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9
|
SOLE DISPOSITIVE POWER
0
|
||
10
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SHARED DISPOSITIVE POWER
19,983,420
|
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,983,42015
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%16
|
||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. G2352K 108
|
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON.
Paloma Partners LLC / 06-1111569
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
7,407,940
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
7,407,940
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,407,94017
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%18
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. G2352K 108
|
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1
|
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON.
Paloma International Limited / Not Applicable
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
3,961,180
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
3,961,180
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,961,18019
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%20
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. G2352K 108
|
|||
1
|
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON.
Paloma Partners Management Company / 13-3145891
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
31,352,540
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
31,352,540
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,352,54021
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%22
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP No. G2352K 108
|
|||
1
|
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON.
Trust Asset Management, LLP/ 66-0595952
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States Virgin Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
31,352,540
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
31,352,540
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,352,54023
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%24
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. G2352K 108
|
|||
1
|
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON
S. Donald Sussman
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
PF, OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
26,075,340
|
|
8
|
SHARED VOTING POWER
58,906,800
|
||
9
|
SOLE DISPOSITIVE POWER
26,075,340
|
||
10
|
SHARED DISPOSITIVE POWER
58,906,800
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,982,14025
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%26
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No. G2352 108
|
|||
1
|
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON
Paul S. Wolansky
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
PF, OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
14,716,740
|
|
8
|
SHARED VOTING POWER
27,554,260
|
||
9
|
SOLE DISPOSITIVE POWER
14,716,740
|
||
10
|
SHARED DISPOSITIVE POWER
27,554,260
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,271,00027
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%28
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No. G4161R 100
|
|||
1
|
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON
Hermann Leung
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
PF,OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
8,846,520
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
8,846,520
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,846,52029
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%30
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
Item 1.
|
Security and the Issuer
|
This Amendment No.1 to Schedule 13D amends and supplements the Schedule 13D (the “Original Schedule 13D”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 29, 2011 with respect to the ordinary shares, par value $0.001 (the “Common Stock”) 1, of CNinsure Inc., a Cayman Islands exempted company (the “Issuer”). The principal executive offices of the Issuer are located at 22/F, Yinhai Building, No. 299 Yanjiang Zhong Road, Guangzhou, Guangdong 510110, People’s Republic of China.
Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Original Schedule 13D. Except as otherwise expressly provided herein, all Items of the Original Schedule 13D remain unchanged.
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Item 3.
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Source and Amount of Funds or other Consideration
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Subparagraphs (i), (iii) and (viii) of Item 3 are hereby amended and restated as follows:
(i) The 27,449,860 shares of Common Stock (1,372,493 ADSs) held by Cathay Capital were acquired using working capital, capital contributed to Cathay Capital by its limited partners and margin loans.
(iii) Mr. Wolansky may be deemed to beneficially own the following Common Stock:
· 14,716,740 shares of Common Stock (735,837 ADSs) directly held by Mr. Wolansky, acquired by Mr. Wolansky’s direct purchase of the Common Stock in the open market, distributions in-kind of Common Stock by CIF to Mr. Wolansky (as described in Item 4 of the Terminating 13G Filing), and Mr. Wolansky’s direct purchase of the Common Stock from New China Management Corp. (“NCMC”) (as described in Item 4 of the Terminating 13G Filing), an entity which is the former investment manager for CIF and is 100% owned by Mr. Sussman.
· 27,449,860 shares of Common Stock (1,372,493 ADSs) directly held by Cathay Capital (Mr. Sussman and Mr. Wolansky are the owners and sole officers and directors of Cathay GP, the general partner of Cathay Capital, and the owners of New China, the investment manager for Cathay Capital, and therefore Mr. Wolansky may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock directly held by Cathay Capital).
· 104,400 shares of Common Stock (5,220 ADSs) directly held by CIF (Mr. Sussman and Mr. Wolansky each, directly and/or indirectly, own 50% of NCIM, the investment manager for CIF, and therefore Mr. Wolansky may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock directly held by CIF).
(viii) Mr. Sussman may be deemed to beneficially own the following Common Stock:
· 1,400,000 shares of Common Stock (70,000 ADSs) directly held by Mr. Sussman, acquired by Mr. Sussman’s direct purchase of the Common Stock in the open market, distributions in-kind of Common Stock by CIF to Mr. Sussman (as described in Item 4 of the Terminating 13G Filing), a transfer of Common Stock from the GRAT (as defined below) to Mr. Sussman and a distribution to Mr. Sussman by NCMC (as described in Item 4 of the Terminating 13G Filing), an entity which is the former investment manager for CIF and is 100% owned by Mr. Sussman.
· 20,382,920 shares of Common Stock (1,019,146 ADSs) held by a grantor retained annuity trust (the “GRAT”), of which Mr. Sussman is a co-trustee, acquired through transfers of Common Stock from Mr. Sussman to the GRAT (as co-trustee, pursuant to Section 13(d) of the Act and the rules thereunder, Mr. Sussman may be deemed to beneficially own all of the shares of Common Stock held by the GRAT);
· 4,292,420 shares of Common Stock (214,621 ADSs) held by Caremi Partners Ltd. (“Caremi”), of which Mr. Sussman is the sole shareholder (acquired by distributions in-kind of Common Stock by CIF to Caremi, as described in Item 4 of the Terminating 13G Filing). Pursuant to Section 13(d) of the Act and the rules thereunder, because of his status as sole shareholder, Mr. Sussman may be deemed to beneficially own all of the Common Stock of the Issuer held by Caremi).
· 31,352,540 shares of Common Stock directly held collectively by PILP, Paloma Partners and Paloma Limited (based on the relationships described in Item 2(a) above, Mr. Sussman may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock directly held by those entities).
· 27,449,860 shares of Common Stock (1,372,493 ADSs) directly held by Cathay Capital (Mr. Sussman and Mr. Wolansky are the owners and sole officers and directors of Cathay GP, the general partner of Cathay Capital, and the owners of New China, the investment manager for Cathay Capital, and therefore Mr. Sussman may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock directly held by Cathay Capital).
· 104,400 shares of Common Stock (5,220 ADSs) directly held by CIF (Mr. Sussman and Mr. Wolansky each, directly and/or indirectly, own 50% of NCIM, the investment manager for CIF, and therefore Mr. Sussman may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock directly held by CIF).
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Item 5.
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Interest in Securities of the Issuer
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Subparagraphs (a) and (b) of Item 5 are hereby amended and restated as follows:
The following information with respect to the ownership of the Common Stock is provided as of the date hereof:
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Reporting Person
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Amount beneficially owned:
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Percent of class:
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Sole power to vote or direct the vote:
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Shared power to vote or to direct
the vote:
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Sole power to dispose or to direct the disposition of:
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Shared power to dispose or to direct the disposition of:
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Cathay Capital Holdings II, L.P. (1)
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27,449,860
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2.7%
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0
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27,449,860
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0
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27,449,860
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Cathay Master GP, Ltd. (2)
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27,449,860
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2.7%
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0
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27,449,860
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0
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27,449,860
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New China Capital Management, LP (3)
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27,449,860
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2.7%
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0
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27,449,860
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0
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27,449,860
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NCCM, LLC (4)
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27,449,860
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2.7%
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0
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27,449,860
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0
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27,449,860
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TAM China, LLC (5)
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27,449,860
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2.7%
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0
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27,449,860
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0
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27,449,860
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The Cathay Investment Fund, Limited (6)
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104,400
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0.0%
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0
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104,400
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0
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104,400
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New China Investment Management, Inc. (7)
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104,400
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0.0%
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0
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104,400
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0
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104,400
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PILP (8)
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19,983,420
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2.0%
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0
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19,983,420
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0
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19,983,420
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Paloma Partners (9)
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7,407,940
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0.7%
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0
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7,407,940
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0
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7,407,940
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Paloma Limited (10)
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3,961,180
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0.4%
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0
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3,961,180
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0
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3,961,180
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PPMC (11)
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31,352,540
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3.1%
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0
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31,352,540
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0
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31,352,540
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TAM (12)
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31,352,540
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3.1%
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0
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31,352,540
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0
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31,352,540
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S. Donald Sussman (13)
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84,982,140
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8.4%
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26,075,340
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58,906,800
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26,075,340
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58,906,800
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Paul S. Wolansky (14)
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42,271,000
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4.2%
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14,716,740
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27,554,260
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14,716,740
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27,554,260
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Hermann Leung (15)
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8,846,520
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0.9%
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8,846,520
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0
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8,846,520
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0
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As of the date hereof, no Reporting Person owns any shares of Common Stock other than those set forth in this Item 5.
Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than the entities identified as holding the Common Stock reported on this Statement) is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Act, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
Subparagraph (c) of Item 5 is amended and supplemented to add the following information regarding the trading dates, number of shares of Common Stock purchased or sold, and the price per ADS (each of which represents 20 shares of Common Stock) for all transactions by the Reporting Persons in shares of Common Stock since the filing of the Original Schedule 13D, all of which were brokered transactions:
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Name of Reporting Person
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Date
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Number of Shares Purchased (Sold)
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Average Price per ADS
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Cathay Capital Holdings II, L.P.
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12/29/2011
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267,760
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$6.79306532
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Cathay Capital Holdings II, L.P.
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12/30/2011
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458,500
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$6.86916233
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Cathay Capital Holdings II, L.P.
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1/6/2012
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580,920
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$6.90617334
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Cathay Capital Holdings II, L.P.
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1/9/2012
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1,608,040
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$6.73320835
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Cathay Capital Holdings II, L.P.
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1/10/2012
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255,540
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$6.8143136
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Cathay Capital Holdings II, L.P.
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1/11/2012
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720,280
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$6.80804937
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Cathay Capital Holdings II, L.P.
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1/12/2012
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436,000
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$6.81975938
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Cathay Capital Holdings II, L.P.
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1/13/2012
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195,360
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$6.77957239
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Cathay Capital Holdings II, L.P.
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1/17/2012
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422,200
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$6.86196140
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Cathay Capital Holdings II, L.P.
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2/1/2012
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106,000
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$7.93183941
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Cathay Capital Holdings II, L.P.
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2/2/2012
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36,000
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$7.94513842
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Cathay Capital Holdings II, L.P.
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2/3/2012
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102,000
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$7.99039243
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Cathay Capital Holdings II, L.P.
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2/6/2012
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552,000
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$7.94207444
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Cathay Capital Holdings II, L.P.
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2/8/2012
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316,000
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$8.22779745
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Cathay Capital Holdings II, L.P.
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2/9/2012
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556,700
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$8.4194146
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Cathay Capital Holdings II, L.P.
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2/10/2012
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286,000
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$8.45982547
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Cathay Capital Holdings II, L.P.
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2/13/2012
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32,000
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$8.50
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Cathay Capital Holdings II, L.P.
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2/14/2012
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190,600
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$8.49598148
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Cathay Capital Holdings II, L.P.
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2/15/2012
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124,000
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$8.47282249
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Cathay Capital Holdings II, L.P.
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2/16/2012
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189,040
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$8.4995550
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Cathay Capital Holdings II, L.P.
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2/17/2012
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266,060
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$8.47881951
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Cathay Capital Holdings II, L.P.
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2/23/2012
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4,000,000
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$8.1075552
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Item 7.
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Material to Be Filed as Exhibits
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Exhibit 1
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Joint Filing Agreement, dated December 29, 2011, by and among the Reporting Persons.
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CATHAY CAPITAL HOLDINGS II, L.P.
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||||
By:
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Cathay Master GP, Ltd., its general partner
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By:
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/s/ Paul S. Wolansky
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Name: Paul S. Wolansky
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||||
Title: Director
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CATHAY MASTER GP, LTD.
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||||
By:
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/s/ Paul S. Wolansky
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Name: Paul S. Wolansky
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||||
Title: Director
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||||
NEW CHINA CAPITAL MANAGEMENT, LP
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||||
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||||
By:
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NCCM, LLC, its general partner
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By:
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/s/ Paul S. Wolansky
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Name: Paul S. Wolansky
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||||
Title: Member
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NCCM, LLC
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||||
By:
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Becker Drapkin Management, L.P., its general partner
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By:
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/s/ Paul S. Wolansky
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Name: Paul S. Wolansky
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||||
Title: Member
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THE CATHAY INVESTMENT FUND, LIMITED
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||||
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||||
By:
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/s/ Paul S. Wolansky
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Name: Paul S. Wolansky
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||||
Title: Director
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||||
PAUL S. WOLANSKY
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||||
By:
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/s/ Paul S. Wolansky
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|||
HERMANN LEUNG
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||||
By:
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/s/ Hermann Leung
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NEW CHINA INVESTMENT MANAGEMENT, INC.
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||||
By:
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/s/ Paul S. Wolansky
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Name: Paul S. Wolansky
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||||
Title: Chairman
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TAM CHINA, LLC
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||||
By:
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/s/ S. Donald Sussman
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Name: S. Donald Sussman
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||||
Title: Member
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PALOMA INTERNATIONAL L.P.
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||||
By: Trust Asset Management LLP, its general partner
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||||
By: Capital Asset Management, Inc., its managing partner
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||||
By:
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/s/ S. Donald Sussman
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Name: S. Donald Sussman
|
||||
Title: President
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||||
PALOMA PARTNERS LLC
|
||||
By: Trust Asset Management LLP, its general partner
|
||||
By: Capital Asset Management, Inc., its managing partner
|
||||
By:
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/s/ S. Donald Sussman
|
|||
Name: S. Donald Sussman
|
||||
Title: President
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||||
PALOMA INTERNATIONAL LIMITED
|
||||
By: Trust Asset Management LLP, its general partner
|
||||
By: Capital Asset Management, Inc., its managing partner
|
||||
By:
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/s/ S. Donald Sussman
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|||
Name: S. Donald Sussman
|
||||
Title: President
|
||||
PALOMA PARTNERS MANAGEMENT COMPANY
|
||||
By:
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/s/ Michael J. Berner
|
|||
Name: Michael J. Berner
|
||||
Title: Executive Vice President
|
||||
TRUST ASSET MANAGEMENT, LLP
|
||||
By: Capital Asset Management, Inc., its managing partner
|
||||
By:
|
/s/ S. Donald Sussman
|
|||
Name: S. Donald Sussman
|
||||
Title: President
|
||||
S. DONALD SUSSMAN
|
||||
By:
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/s/ S. Donald Sussman
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CATHAY CAPITAL HOLDINGS II, L.P.
|
||||
By:
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Cathay Master GP, Ltd., its general partner
|
|||
By:
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/s/ Paul S. Wolansky
|
|||
Name: Paul S. Wolansky
|
||||
Title: Director
|
||||
CATHAY MASTER GP, LTD.
|
||||
By:
|
/s/ Paul S. Wolansky
|
|||
Name: Paul S. Wolansky
|
||||
Title: Director
|
||||
NEW CHINA CAPITAL MANAGEMENT, LP
|
||||
|
||||
By:
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NCCM, LLC, its general partner
|
|||
By:
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/s/ Paul S. Wolansky
|
|||
Name: Paul S. Wolansky
|
||||
Title: Member
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||||
NCCM, LLC
|
||||
By:
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Becker Drapkin Management, L.P., its general partner
|
|||
By:
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/s/ Paul S. Wolansky
|
|||
Name: Paul S. Wolansky
|
||||
Title: Member
|
||||
THE CATHAY INVESTMENT FUND, LIMITED
|
||||
|
||||
By:
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/s/ Paul S. Wolansky
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|||
Name: Paul S. Wolansky
|
||||
Title: Director
|
||||
PAUL S. WOLANSKY
|
||||
By:
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/s/ Paul S. Wolansky
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|||
HERMANN LEUNG
|
||||
By:
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/s/ Hermann Leung
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|||
NEW CHINA INVESTMENT MANAGEMENT, INC.
|
||||
By:
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/s/ Paul S. Wolansky
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|||
Name: Paul S. Wolansky
|
||||
Title: Chairman
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TAM CHINA, LLC
|
||||
By:
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/s/ S. Donald Sussman
|
|||
Name: S. Donald Sussman
|
||||
Title: Member
|
||||
PALOMA INTERNATIONAL L.P.
|
||||
By: Trust Asset Management LLP, its general partner
|
||||
By: Capital Asset Management, Inc., its managing partner
|
||||
By:
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/s/ S. Donald Sussman
|
|||
Name: S. Donald Sussman
|
||||
Title: President
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||||
PALOMA PARTNERS LLC
|
||||
By: Trust Asset Management LLP, its general partner
|
||||
By: Capital Asset Management, Inc., its managing partner
|
||||
By:
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/s/ S. Donald Sussman
|
|||
Name: S. Donald Sussman
|
||||
Title: President
|
||||
PALOMA INTERNATIONAL LIMITED
|
||||
By: Trust Asset Management LLP, its general partner
|
||||
By: Capital Asset Management, Inc., its managing partner
|
||||
By:
|
/s/ S. Donald Sussman
|
|||
Name: S. Donald Sussman
|
||||
Title: President
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||||
PALOMA PARTNERS MANAGEMENT COMPANY
|
||||
By:
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/s/ Michael J. Berner
|
|||
Name: Michael J. Berner
|
||||
Title: Executive Vice President
|
||||
TRUST ASSET MANAGEMENT, LLP
|
||||
By: Capital Asset Management, Inc., its managing partner
|
||||
By:
|
/s/ S. Donald Sussman
|
|||
Name: S. Donald Sussman
|
||||
Title: President
|
||||
S. DONALD SUSSMAN
|
||||
By:
|
/s/ S. Donald Sussman
|