Amended Statement of Beneficial Ownership (sc 13d/a)
October 17 2016 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.
1)*
Information to be Included in Statements Filed Pursuant to
Rule 13d-1(a) and Amendments Thereto Filed Pursuant to
Rule 13d-2(a)
CHINA INFORMATION TECHNOLOGY, INC.
(Name of Issuer)
ORDINARY SHARES, PAR VALUE $0.01
(Title of
Class of Securities)
G21174100
(CUSIP Number)
Union Investment Holdings Limited
Mr. Jianghuai Lin
Mr. Zhiqiang Zhao
Mr. Junping Sun
Mr. Jinzhu Cai
21st Floor,
Everbright Bank Building
Zhuzilin, Futian District
Shenzhen, Guangdong,
518040
People’s Republic of China
Telephone: (+86) 755-8370-8333
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
October 11, 2016
(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. [ ]
Note
: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See
§240.13d -7 for other parties to whom copies are to be sent.
* 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.
G21174100
|
1.
|
Name of Reporting Person.
Union Investment Holdings Limited
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X] (b) [ ]
|
|
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) [ ]
|
|
6.
|
Citizenship or Place of Organization
British Virgin Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7 .
|
Sole Voting Power
0
|
|
8 .
|
Shared Voting Power
15,164,893
(1)
|
|
9 .
|
Sole Dispositive Power
0
|
|
10 .
|
Shared Dispositive Power
15,164,893
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
15,164,893
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
37.7%
(1)
|
|
14.
|
Type of Reporting Person (See Instructions)
CO
|
|
(1)
|
Based on
a total of 40,231,159 Ordinary Shares considered to be outstanding
pursuant to Rule 13d-3(d)(1) of the Securities Act of 1934, as amended, as
of October 11, 2016. The securities ownership percentage calculations in
the rest of this statement follow the same principle.
|
CUSIP No.
G21174100
|
1.
|
Name of Reporting Person.
Jianghuai Lin
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X] (b) [ ]
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
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
0
|
|
8 .
|
Shared Voting Power
15,164,893
(1)
|
|
9 .
|
Sole Dispositive Power
0
|
|
10 .
|
Shared Dispositive Power
15,164,893
(1)
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
15,164,893
|
|
12.
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) [ ]
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
37.7%
|
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
|
(1)
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Represents 15,164,893 Ordinary Shares indirectly held by
Mr. Jianghuai Lin through Union Investment Holdings Limited.
|
CUSIP No.
G21174100
|
1.
|
Name of Reporting Person.
Zhiqiang Zhao
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X] (b) [ ]
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
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
103,167
|
|
8 .
|
Shared Voting Power
0
|
|
9 .
|
Sole Dispositive Power
103,167
|
|
10 .
|
Shared Dispositive Power
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
103,167
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
0.3%
|
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP No.
G21174100
|
1.
|
Name of Reporting Person.
Junping Sun
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X] (b) [ ]
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
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
600,000
|
|
8 .
|
Shared Voting Power
0
|
|
9 .
|
Sole Dispositive Power
600,000
|
|
10 .
|
Shared Dispositive Power
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
600,000
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
1.5%
|
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP No.
G21174100
|
1.
|
Name of Reporting Person.
Jinzhu Cai
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|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X] (b) [ ]
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
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
200,000
|
|
8 .
|
Shared Voting Power
0
|
|
9 .
|
Sole Dispositive Power
200,000
|
|
10 .
|
Shared Dispositive Power
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
200,000
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
0.5%
|
|
14.
|
Type of Reporting Person (See Instructions)
HC, IN
|
Introductory Note
This amendment No. 1 (“Amendment No. 1”) to Schedule 13D is
jointly filed by Union Investment Holdings Limited (“Union Investment”), a
British Virgin Islands company, Mr. Jianghuai Lin, Mr. Zhiqiang Zhao, Mr.
Junping Sun and Mr. Jinzhu Cai (collectively, the “Reporting Persons”) with
respect to China Information Technology, Inc. (the “Company” or the “Issuer”)
with the United States Securities and Exchange Commission (the “SEC”).
This Amendment No. 1 represents the first amendment to the
initial statement on Schedule 13D jointly filed on behalf of the Reporting
Persons with the SEC on June 29, 2015 (the “Original Schedule 13D”). Except as
provided herein, this Amendment No. 1 does not modify any of the information
previously reported on the Original Schedule 13D.
Item 3.
Source and Amount of Funds or Other
Consideration
Item 3 of the Original Schedule 13D is hereby amended and
supplemented by adding the following at the end thereof:
As described in Item 4
below, the Reporting Persons have submitted a letter to the special committee of
the board of directors of the Issuer which notified the Issuer that the
Reporting Persons had unanimously determined to withdraw the non-binding
going-private proposal (the “Proposal”). The information set forth in Item 4
below is hereby incorporated by reference into this Item 3.
The information set forth in or incorporated by reference in
Item 4 of the Original Schedule 13D is incorporated herein by reference in its
entirety.
Item 4.
Purpose of Transaction
Item 4 of the Original Schedule
13D is hereby amended and supplemented by adding the following at the end
thereof:
On October 11, 2016, the Reporting Persons submitted a letter
(“Proposal Withdrawal Letter”) to the special committee of the board of
directors of the Issuer which notified the Issuer that the Reporting Persons had
unanimously determined to withdraw the Proposal. The withdrawal of the Proposal
became effective on October 11, 2016.
The description of the Proposal
Withdrawal Letter in this Item 4 is qualified in its entirety by reference to
the complete text of the Proposal Withdrawal Letter, which has been filed as
Exhibit 7.03 to this Amendment No. 1 and is incorporated by reference in its
entirety into this Item 4.
Except as indicated in the
Original Schedule 13D and this Amendment No. 1, the Reporting Persons have no
plans or proposals which relate to or would result in any of the actions
specified in (a) through (j) of Item 4 of Original Schedule 13D. The Reporting
Persons may, at any time and from time to time, formulate other purposes, plans
or proposals regarding the Company, or any other actions that could involve one
or more of the types of transactions or have one or more of the results
described in paragraphs (a) through (j) of Item 4 of Original Schedule 13D.
Item 5.
Interest in Securities of the
Issuer.
Item 5 of the Original Schedule 13D is hereby amended and
restated in its entirety as follows:
(a) — (b) As of the date hereof,
Union Investment Holdings Limited owns 15,164,893 Ordinary Shares, which
represent 37.7% of the outstanding Ordinary Shares.
As of the date hereof, Mr.
Jianghuai Lin beneficially owns 15,164,893 Ordinary Shares through Union
Investment Holdings Limited, which represent 37.7% of the outstanding Ordinary
Shares.
As of the date hereof, Mr.
Zhiqiang Zhao beneficially owns 103,167 Ordinary Shares, which represent 0.3% of
the outstanding Ordinary Shares.
As of the date hereof, Mr.
Junping Sun beneficially owns 600,000 Ordinary Shares, which represent 1.5% of
the outstanding Ordinary Shares.
As of the date hereof, Mr. Jinzhu
Cai beneficially owns 200,000 Ordinary Shares, which represent 0.5% of the
outstanding Ordinary Shares.
The above disclosure of
percentage is based on a total of 40,231,159 Ordinary Shares pursuant to Rule
13d-3(d)(1) of the Securities Act of 1934, as amended, as of October 11, 2016.
(c)
Except as described in
this Amendment No. 1, there have been no transactions by the Reporting Persons
in securities of the Issuer during the past sixty days. To the knowledge of the
Reporting Persons, there have been no transactions by any director or executive
officer of any of the Reporting Persons in securities of the Issuer during the
past sixty days.
(d)
Not applicable.
(e)
Not applicable.
Item 6.
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Original Schedule
13D is hereby amended and supplemented by adding the following at the end
thereof:
The description of the principal terms of the Proposal Withdrawal
Letter under Item 4 is incorporated herein by reference in its entirety.
To the best knowledge of the
Reporting Persons, except as provided herein and in the Original Schedule 13D,
there are no other contracts, arrangements, understandings or relationships
(legal or otherwise) among the Reporting Persons and between any of the
Reporting Persons and any other person with respect to any securities of the
Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, divisions of profits or loss, or the giving or withholding of
proxies, or a pledge or contingency, the occurrence of which would give another
person voting power over the securities of the Issuer.
Item 7.
Material to be Filed as Exhibits.
Item 7 of the Original Schedule
13D is hereby amended and supplemented by adding the following at the end
thereof:
SIGNATURE
After reasonable inquiry and to
the best of its knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and correct.
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Union Investment Holdings Limited
|
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|
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By:
|
/s/
Jianghuai Lin
|
|
|
Jianghuai Lin
|
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|
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/s/
Jianghuai Lin
|
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Jianghuai Lin
|
|
|
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/s/
Zhiqiang Zhao
|
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Zhiqiang Zhao
|
|
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/s/
Junping Sun
|
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Junping Sun
|
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/s/
Jinzhu Cai
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Jinzhu Cai
|
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