UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
CHINA ZENIX AUTO INTERNATIONAL LIMITED
(Name of Issuer)
Ordinary Shares, Par Value US$0.0001 per share
(Title of Class of Securities)
16951E104
(CUSIP Number)
Jianhui Lai
c/o No. 1608, North Circle Road State Highway
Zhangzhou, Fujian Province 363000
Peoples Republic of China
Tel No. (86) 596-2600308
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 20, 2012
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 16951E104 |
SCHEDULE 13D | Page 2 of 7 Pages |
1. |
Names of Reporting Persons | |||
Jianhui Lai
| ||||
2. |
Check the Appropriate Box if a Member of a Group | |||
(a)
|
¨
| |||
(b) | ¨ | |||
3. |
SEC Use Only | |||
4. |
Source of Funds PF | |||
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | |||
6. |
Citizenship or Place of Organization Peoples Republic of China | |||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power
143,690,400 ordinary shares. Newrace Limited may also be deemed to have sole voting power with respect to the foregoing shares. | ||
8. | Shared Voting Power | |||
9. | Sole Dispositive Power | |||
143,690,400 ordinary shares. Newrace Limited may also be deemed to have sole dispositive power with respect to the foregoing shares. | ||||
10. | Shared Dispositive Power | |||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 143,690,400 ordinary shares | |
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
13. |
Percent of Class Represented by Amount in Row (11) 69.6% | |
14. |
Type of Reporting Person IN | |
CUSIP No. 16951E104 |
SCHEDULE 13D | Page 3 of 7 Pages |
1. |
Names of Reporting Persons | |||
Newrace Limited
| ||||
2. |
Check the Appropriate Box if a Member of a Group | |||
(a)
|
¨
| |||
(b) | ¨ | |||
3. |
SEC Use Only | |||
4. |
Source of Funds Not applicable | |||
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
143,690,400 ordinary shares. Jianhui Lai may also be deemed to have sole voting power with respect to the foregoing shares. | ||
8. | Shared Voting Power | |||
9. | Sole Dispositive Power | |||
143,690,400 ordinary shares. Jianhui Lai may also be deemed to have sole dispositive power with respect to the foregoing shares. | ||||
10. | Shared Dispositive Power | |||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 143,690,400 ordinary shares | |
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
13. |
Percent of Class Represented by Amount in Row (11) 69.6% | |
14. |
Type of Reporting Person CO | |
ITEM 1. | SECURITY AND ISSUER |
The class of equity securities to which this statement relates is the ordinary shares, par value US$0.0001 per share (the Ordinary Shares), of China Zenix Auto International Limited (the Issuer), whose principal executive offices are located at No. 1608, North Circle Road State Highway, Zhangzhou, Fujian Province 363000, Peoples Republic of China.
ITEM 2. | IDENTITY AND BACKGROUND |
(a) The names of the persons filing this statement are Jianhui Lai (Mr. Lai) and Newrace Limited (collectively with Mr. Lai, the Reporting Persons, and each individually, a Reporting Person). The agreement between the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) under the Act is attached hereto as Exhibit 99.1. Mr. Junqiu Gao (Mr. Gao) and Mr. Boliang Chen (Mr. Chen) are the directors of Newrace Limited.
(b) The business address of Mr. Lai, Mr. Gao and Mr. Chen is c/o No. 1608, North Circle Road State Highway, Zhangzhou, Fujian Province 363000, Peoples Republic of China.
The business address of Newrace Limited is c/o P.O. Box 957, Offshore Incorporations Center, Road Town, Tortola, British Virgin Islands.
(c) Mr. Lais present principal occupation is the chief executive officer and chairman of the board of directors of the Issuer.
Newrace Limited is an investment holding company.
Mr. Gaos present principal occupation is the deputy chief executive officer, chief sales and marketing officer and director of the Issuer. Mr. Gao also serves as a director of Newrace Limited.
Mr. Chens present principal occupation is the vice president-management of a subsidiary of the Issuer. Mr. Chen also serves as a director of Newrace Limited.
(d) During the last five years, each of the Reporting Persons, Mr. Gao and Mr. Chen has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, each of the Reporting Persons, Mr. Gao and Mr. Chen was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of Mr. Lai, Mr. Gao and Mr. Chen is a citizen of the Peoples Republic of China.
Newrace Limited is a company incorporated under the laws of the British Virgin Islands.
ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
On October 25, 2010, Mr. Lai and Ms. Laifan Chu (Ms. Chu) entered into a share purchase option agreement (the Option Agreement). Pursuant to, and subject to the terms of, the Option Agreement, Mr. Lai had an option (the Option) to purchase any or all of the share capital of Newrace Limited, consisting of 50,000 ordinary shares, par value US$1.00 per share, from Ms. Chu, who was the sole shareholder of Newrace Limited, during the period from January 1, 2009 to December 31, 2013 at a price of US$400.00 per ordinary share, which price increased by 10.0% annually, calculated on a daily basis starting from January 1, 2009, until the Option was exercised or lapsed. Newrace Limited beneficially owns, and is the record holder of, 143,690,400 Ordinary Shares.
Page 4 of 7 Pages
The amount of Ordinary Shares beneficially owned by Newrace Limited includes certain restricted Ordinary Shares granted to Mr. Yifan Li in connection with his service as the chief financial officer of the Issuer. Under such arrangement, Mr. Li is entitled to receive 103,200 and 103,200 Ordinary Shares from Newrace Limited on December 31, 2012 and 2013, respectively.
Mr. Lai previously undertook not to exercise the Option until the expiration of the six-month period following May 11, 2011, which is November 7, 2011.
On December 19, 2012, Mr. Lai issued a notice of exercise (the Notice) to Ms. Chu pursuant to the terms of the Option Agreement. Pursuant to the Notice, Mr. Lai exercised the Option to purchase all of the 50,000 ordinary shares of Newrace Limited, and Mr. Lai and Ms Chu agreed that these ordinary shares would be transferred and delivered to Mr. Lai on December 20, 2012 and the exercise price of US$27,934,000.00 will be paid by Mr. Lai to Ms. Chu within 90 Business Days (as defined in the Option Agreement) from December 20, 2012. Mr. Lai will fund the purchase price for such exercise with his personal funds. As a result, Mr. Lai became the sole shareholder of Newrace Limited on December 20, 2012.
Copies of the Option Agreement, the Deed of Undertaking and the Notice are attached hereto as Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4, respectively, and incorporated herein by reference.
ITEM 4. | PURPOSE OF TRANSACTION |
As a result of the transactions described above in Item 3, Mr. Lai has a controlling interest in the Issuer. Other than as set forth in this statement, each of the Reporting Persons does not have any current plans or proposals that relate to or would result in any of the transactions described in subparagraph (a) through (j) of Item 4 of Schedule 13D (though each of the Reporting Persons reserves the right to develop such plans or proposals).
ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a)-(b) The following table sets forth the beneficial ownership of Ordinary Shares of the Issuer for each of the Reporting Persons.
Number of shares as to which the person has | ||||||||||||
Reporting person |
Amount owned |
Percent of class |
Sole power to vote or to direct the vote |
Shared power to vote or to vote |
Sole power to dispose or to direct the of |
Shared power to direct the of | ||||||
Jianhui Lai |
143,690,400 Ordinary Shares | 69.6% | 143,690,400 Ordinary Shares | 143,690,400 Ordinary Shares | ||||||||
Newrace Limited |
143,690,400 Ordinary Shares | 69.6% | 143,690,400 Ordinary Shares | 143,690,400 Ordinary Shares |
The percentages of ownership set forth above are based on 206,440,000 Ordinary Shares outstanding as of December 1, 2012.
The amount of Ordinary Shares beneficially owned by Newrace Limited includes certain restricted Ordinary Shares granted to Mr. Yifan Li in connection with his service as the chief financial officer of the Issuer. Under such arrangement, Mr. Li is entitled to receive 103,200 and 103,200 Ordinary Shares from Newrace Limited on December 31, 2012 and 2013, respectively.
Page 5 of 7 Pages
Mr. Gao and Mr. Chen, directors of Newrace Limited, disclaim beneficial ownership of 143,690,400 Ordinary Shares beneficially owned by Newrace Limited.
(c) Except for the transactions described above in Item 3, there have been no transactions in the Ordinary Shares that were effected during the past sixty days by each of the Reporting Persons.
(d) Not applicable.
(e) Not applicable.
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECUIRITES OF THE ISSUER |
Pursuant to Rule 13d-1(k) under the Act, the Reporting Persons have entered into an agreement, attached hereto as Exhibit 99.1, with respect to the joint filing of this Schedule 13D and any amendment hereto.
The Option Agreement, the Deed of Undertaking and the Notice are described above under Item 3, such summary being incorporated under this Item 6 by reference. The summary of the Option Agreement, the Deed of Undertaking and the Notice in this statement is qualified in its entirety by reference to the Option Agreement, the Deed of Undertaking and the Notice, copies of which are attached hereto as Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4, respectively.
Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer.
ITEM 7. | MATERIALS TO BE FILED AS EXHIBITS |
Exhibit 99.1: Joint Filing Agreement by and between the Reporting Persons, dated December 20, 2012.
Exhibit 99.2: Share Option Purchase Agreement by and between Mr. Lai and Ms. Chu, dated October 25, 2010 (incorporated herein by reference to Exhibit 10.5 to the Issuers Registration Statement on Form F-1 filed on April 19, 2011).
Exhibit 99.3: Deed of Undertaking by and between Mr. Lai and Ms. Chu, dated January 25, 2011 (incorporated herein by reference to Exhibit 10.6 to the Issuers Registration Statement on Form F-1 filed on April 19, 2011).
Exhibit 99.4: Notice of Exercise by and between Mr. Lai and Ms. Chu, dated December 19, 2012.
Page 6 of 7 Pages
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.
Jianhui Lai |
December 20, 2012 Date |
/s/ Jianhui Lai Signature |
Jianhui Lai Name/Title |
Newrace Limited |
December 20, 2012 Date |
/s/ Junqiu Gao Signature |
Junqiu Gao, Director Name/Title |
Page 7 of 7 Pages
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of this statement on Schedule 13D (including any and all amendments thereto) with respect to the ordinary shares, par value US$0.0001 each, of China Zenix Auto International Limited, a British Virgin Islands company, and to the filing of this agreement as an exhibit thereto. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of December 20, 2012.
Jianhui Lai
By: | /s/ Jianhui Lai |
Newrace Limited
By: | /s/ Junqiu Gao | |
Name: Junqiu Gao | ||
Title: Director |
Exhibit 99.4
Notice of Exercise
Dated: December 19, 2012
To: Lai Fan Chu
Re: Notice of Option Exercise
Dear Ms. Chu:
Reference is made to that certain Shares Purchase Option Agreement (the Agreement) dated as of October 25, 2010 by and between Jianhui Lai (the Purchaser) and Lai Fan Chu (the Seller). The Purchaser and the Seller are hereinafter collectively referred to as the Parties and each individually as a Party. Capitalized terms used herein and not otherwise defined have the respective meanings assigned to them in the Agreement.
By delivery of this Notice of Exercise, I hereby exercise the Option granted to me in the Agreement to purchase 50,000 Option Shares. I further represent and warrant to you that the representations and warranties set forth in Section 6(c) of the Agreement are true and correct on the date of this Notice of Exercise with the same force and effect as if made by the undersigned on the date of this Notice of Exercise.
The Parties hereby agree that the 50,000 Option Shares shall be transferred and delivered to the Purchaser on December 20, 2012 (the Completion Date) and the Exercise Price of US$27,934,000.00 shall be paid by the Purchaser to the Seller within 90 Business Days from the Completion Date, and such payment shall satisfy the Purchasers payment obligation to the Seller under Section 2(d) of the Agreement. The foregoing sentence shall serve as an amendment to the second sentence of Section 2(d) of the Agreement and supersedes and extinguishes all prior agreements and understandings, oral or written, with respect to such matter.
This Notice of Exercise may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of which shall be considered one and the same instrument.
Very truly yours,
/s/ Jianhui Lai Jianhui Lai |
Accepted and agreed by:
/s/ Lai Fan Chu Lai Fan Chu |