0001341004-11-001819.txt : 20110930 0001341004-11-001819.hdr.sgml : 20110930 20110930080957 ACCESSION NUMBER: 0001341004-11-001819 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110930 DATE AS OF CHANGE: 20110930 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Camelot Information Systems Inc. CENTRAL INDEX KEY: 0001487295 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85940 FILM NUMBER: 111115694 BUSINESS ADDRESS: STREET 1: BEIJING PUBLISHING HOUSE STREET 2: 6 NORTH THIRD RING ROAD CITY: BEIJING STATE: F4 ZIP: 100120 BUSINESS PHONE: (86-10)5810-0999 MAIL ADDRESS: STREET 1: BEIJING PUBLISHING HOUSE STREET 2: 6 NORTH THIRD RING ROAD CITY: BEIJING STATE: F4 ZIP: 100120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Benefit Overseas Ltd CENTRAL INDEX KEY: 0001512819 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: BEIJING PUBLISHING HOUSE, A6 NORTH THIRD STREET 2: RING ROAD, XICHENG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100120 BUSINESS PHONE: 86-10-58100888 MAIL ADDRESS: STREET 1: BEIJING PUBLISHING HOUSE, A6 NORTH THIRD STREET 2: RING ROAD, XICHENG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100120 SC 13G/A 1 bo_sc13ga1.htm SCHEDULE 13G, AMENDMENT NO. 1 bo_sc13ga1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
Schedule 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
 
Camelot Information Systems Inc.
(Name of Issuer)
 
Ordinary Shares
(Title of Class of Securities)
 
G1795R 100
(CUSIP Number)
 
September 13, 2011
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
£
Rule 13d-1(b)
 
£ 
Rule 13d-1(c)
 
S
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 
 
CUSIP No. G1795R 100
 
13G
Page 2 of 6 Pages
 

 
1
 
 
Name of Reporting Person
 
Yiming Ma
 
 
2
 
 
Check the Appropriate Box if a Member of a Group
 
 
(a)     £
 
(b)     S
 
 
3
 
 
SEC Use Only
 
 
4
 
 
Citizenship or Place of Organization
 
United States
 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
 
5
 
 
Sole Voting Power
 
15,538,1961 ordinary shares. Benefit Overseas Limited may also be deemed to have sole voting power with respect to 14,088,176 ordinary shares.
 
 
6
 
 
Shared Voting Power
 
0
 
 
7
 
 
Sole Dispositive Power
 
15,538,1961 ordinary shares.  Benefit Overseas Limited may also be deemed to have sole dispositive power with respect to 14,088,176 ordinary shares.
 
 
8
 
 
Shared Dispositive Power
 
0
 
 
9
 
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
15,538,196 ordinary shares
 
 
10
 
 
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
£
 
 
11
 
 
Percent Of Class Represented By Amount In Row 9
 
7.9%
 
 
12
 
 
Type of Reporting Person
 
IN
 
__________________________
1 Includes: (i) 14,088,176 ordinary shares held by Benefit Overseas Limited, a British Virgin Islands investment holding company wholly-owned and controlled by Mr. Ma (including 2,050,000 ordinary shares held by Mr. Ma as settlor and initial trustee in the Yiming Ma 2009 Annuity Trust, which is an irrevocable trust constituted under the laws of California); and (ii)  1,450,020 ordinary shares issuable upon exercises of the options with 60 days after the date of September 13, 2011 and held by Joint Link Technology Limited on behalf of Mr. Ma.

 
 
 
CUSIP No. G1795R 100
 
13G
Page 3 of 6 Pages
 

1
Name Of Reporting Person
 
Benefit Overseas Limited
2
Check the Appropriate Box if a Member of a Group
(a)     £
 
(b)     S
3
SEC Use Only
4
Citizenship or Place of Organization
 
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5
Sole Voting Power
 
14,088,176 ordinary shares.  Yiming Ma may also be deemed to have sole voting power with respect to the above shares.
6
Shared Voting Power
 
0
7
Sole Dispositive Power
 
14,088,176  ordinary shares.  Yiming Ma may also be deemed to have sole dispositive power with respect to the above shares.
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
14,088,176  ordinary shares
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
£
11
Percent of Class Represented by Amount in Row 9
 
7.1%
12
Type of Reporting Person
 
CO

 
 
 
CUSIP No. G1795R 100
 
13G
Page 4 of 6 Pages
 

Item 1(a).
  
Name of Issuer:
     
   
Camelot Information System Inc.
     
Item 1(b).
  
Address of Issuer’s Principal Executive Offices:
     
   
Beijing Publishing House,
   
A6 North Third Ring Road,
   
Xicheng District, Beijing, 100120,
   
The People’s Republic of China
     
Item 2(a).
  
Name of Person Filing:
     
   
Yiming Ma
   
Benefit Overseas Limited
     
Item 2(b).
  
Address of Principal Business Office or, if None, Residence:
     
   
Yiming Ma
   
Beijing Publishing House,
   
A6 North Third Ring Road,
   
Xicheng District, Beijing, 100120,
   
The People’s Republic of China
     
     
   
Benefit Overseas Limited
   
c/o Yiming Ma
   
Beijing Publishing House,
   
A6 North Third Ring Road,
   
Xicheng District, Beijing, 100120,
   
The People’s Republic of China
     
Item 2(c)
  
Citizenship:
     
   
Yiming Ma  –  United States
     
   
Benefit Overseas Limited– British Virgin Islands
     
Item 2(d).
  
Title of Class of Securities:
   
Ordinary Shares
     
Item 2(e).
  
CUSIP Number:
     
   
G1795R 100
     
Item 3.
  
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:
 
 
 
 
CUSIP No. G1795R 100
 
13G
Page 5 of 6 Pages
 

   
Not applicable
     
Item 4.
  
Ownership:
     
   
The following information with respect to the ownership of the Ordinary Shares of the issuer by each of the reporting persons is provided as of September 13, 2011:

 
 
Reporting Person
  
Amount beneficially owned:
  
Percent of class:
  
Sole power to vote or direct the vote:
  
Shared power to vote or to direct the vote:
  
Sole power to dispose or to direct the disposition of:
  
Shared power to dispose or to direct the disposition of:
 
Yiming Ma
  
15,538,196
  
7.9%
  
15,538,196
  
0
  
15,538,196
  
0
                           
 
Benefit Overseas Limited
  
14,088,176
  
7.1%
  
14,088,176
  
0
  
14,088,176
  
0

 
   
Benefit Overseas Limited, a British Virgin Islands company, is the record owner of 14,088,176 Ordinary Shares.  Yiming Ma is the sole owner and director of Benefit Overseas Limited.  Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Yiming Ma may be deemed to beneficially own all of the shares held by Benefit Overseas Limited.
     
   
Mr. Ma has the right to acquire 1,450,020 ordinary shares upon exercise of options within 60 days after September 13, 2011 through Joint Link Technology Limited,  a company incorporated in British Virgin Island.
     
   
Heidi Chou, Yiming Ma’s spouse, is the beneficial owner of 14,897,212 Ordinary Shares.  Yiming Ma may be deemed to share beneficial ownership of the shares held by Heidi Chou. Yiming Ma expressly disclaims such beneficial ownership of the shares beneficially owned by Heidi Chou.
     
Item 5.
  
Ownership of Five Percent or Less of a Class:
     
   
Not applicable
     
Item 6.
  
Ownership of More than Five Percent on Behalf of Another Person:
     
   
Not applicable
     
Item 7.
  
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Controlling Person:
     
   
Not applicable
     
Item 8.
  
Identification and Classification of Members of the Group:
     
   
Not applicable
 
 
 
 
CUSIP No. G1795R 100
 
13G
Page 6 of 6 Pages
 

Item 9.
  
Notice of Dissolution of Group:
     
   
Not applicable
     
Item 10.
  
Certifications:
     
   
Not applicable

 
 
 
 
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: September 30, 2011
 

 
Yiming Ma
    /s/ Yiming Ma
 
Yiming Ma
   
   
   
Benefit Overseas Limited
By:  /s/ Yiming Ma
 
Name: 
Yiming Ma
 
Title:
Director

 

Signature page to 13G/A
 
 

 
LIST OF EXHIBITS
 
 
Exhibit No.
  
Description
A
  
Joint Filing Agreement
EX-99 2 exa.htm EXHIBIT A - JOINT FILING AGREEMENT exa.htm
Exhibit A
 
Joint Filing Agreement
 
 
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, with no par value, of Camelot Information Systems Inc., a British Virgin Islands company, and that this Agreement may be included as an Exhibit to such joint filing.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 
[Remainder of this page has been left intentionally blank.]
 
 
 

 
 
 

Signature Page
 
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of September 30, 2011.
 

 
Yiming Ma
    /s/ Yiming Ma
 
Yiming Ma
   
   
   
Benefit Overseas Limited
By:  /s/ Yiming Ma
 
Name: 
Yiming Ma
 
Title:
Director