0001193125-12-509205.txt : 20121220 0001193125-12-509205.hdr.sgml : 20121220 20121220061553 ACCESSION NUMBER: 0001193125-12-509205 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20121220 DATE AS OF CHANGE: 20121220 GROUP MEMBERS: NEWRACE LTD FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lai Jianhui CENTRAL INDEX KEY: 0001534773 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: C/O NO. 1608 STREET 2: NORTH CIRCLE ROAD STATE HIGHWAY CITY: ZHANGZHOU, FUJIAN PROVINCE STATE: F4 ZIP: 363000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Zenix Auto International Ltd CENTRAL INDEX KEY: 0001506756 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86548 FILM NUMBER: 121275815 BUSINESS ADDRESS: STREET 1: 1608, North Circle Road State Highway STREET 2: Zhangzhou CITY: Fujian Province STATE: F4 ZIP: 363000 BUSINESS PHONE: (86) 596-2600308 MAIL ADDRESS: STREET 1: 1608, North Circle Road State Highway STREET 2: Zhangzhou CITY: Fujian Province STATE: F4 ZIP: 363000 SC 13D 1 d445873dsc13d.htm SCHEDULE 13D Schedule 13D

 

 

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

People’s 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 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.    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

People’s 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, People’s 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, People’s 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. Lai’s 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. Gao’s 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. Chen’s 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 People’s 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
beneficially

owned

  

Percent of

class

  

Sole power

to vote or to

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

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 Issuer’s 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 Issuer’s 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

EX-99.1 2 d445873dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

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
EX-99.4 3 d445873dex994.htm NOTICE OF EXERCISE Notice of Exercise

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 Purchaser’s 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