UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ASIAINFO HOLDINGS, INC.
| (Name of Issuer) |
Common Stock
| (Title of Class of Securities) |
04518A104
| (CUSIP Number) |
| Karen Li | Gregory D. Puff | |
| 28/F, CITIC Tower | Shearman & Sterling LLP | |
| 1 Tim Mei Avenue | 12th Floor, Gloucester Tower | |
| Central, Hong Kong | The Landmark, 15 Queen’s Road Central | |
| (852) 2237 6337 | Central, Hong Kong | |
| (852) 2978 8082 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
April 15, 2009
| (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. ¨
SCHEDULE 13D
CUSIP No. 04518A104
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CITIC Capital MB Investment Limited |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ (See Item 4) |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS (See Instructions)
OO |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 | |
| 8 SHARED VOTING POWER
0 | ||
| 9 SOLE DISPOSITIVE POWER
0 | ||
| 10 SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 |
|||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO |
Page 2 of 6 Pages
SCHEDULE 13D
CUSIP No. 46579N
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CITIC Capital Holdings Limited |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ (See Item 4) |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS (See Instructions)
OO |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 | |
| 8 SHARED VOTING POWER
0 | ||
| 9 SOLE DISPOSITIVE POWER
0 | ||
| 10 SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 |
|||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO |
Page 3 of 6 Pages
| Item 1. | Security and Issuer. |
This Amendment No. 2 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed by CITIC Capital MB Investment Limited, a Cayman Islands corporation (“CITIC”) and CITIC Capital Holdings Limited, a Hong Kong corporation (“CITIC Holdings”) on December 8, 2006 and amended on December 24, 2008 (as amended and supplemented, the “Schedule 13D”) with the Securities and Exchange Commission (the “SEC”), relating to the common stock, $0.01 par value per share (the “Common Stock”), of AsiaInfo Holdings, Inc., a Delaware corporation (the “Issuer”). According to the Issuer’s most recent Form 10-K filed with the SEC on March 5, 2009, the principal executive offices of the Issuer are located at 4/F Zhongdian Information Tower, 6 Zhongguancun South Street, Haidian District, Beijing 100086, People’s Republic of China.
| Item 2. | Identity and Background |
Schedule A of Item 2 of the Schedule 13D is hereby amended as follows:
Schedule A
| Name |
Citizenship |
Present Principal Occupation or Employment |
Business Address | |||
| Chang Zhenming | Chinese | Vice Chairman and President of CITIC Group, Chairman and Director – CITIC Holdings, Chairman and Managing Director – CITIC Pacific Limited, Vice Chairman and Director – China CITIC Bank Corporation Limited, Vice Chairman - CITIC International Financial Holdings Limited |
Capital Mansion, 6 Xinyuan Nanlu, Chaoyang District, Beijing 100004, China | |||
| Zhang Yichen | Chinese | Chief Executive Officer & Director - CITIC Holdings |
28/F. CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong | |||
| Vernon Francis Moore | British | Executive Director - CITIC Pacific Limited, Director – CITIC Holdings | 32/F. CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong | |||
| Wang Fanglu | Hong Kong | Director – CITIC | 28/F. CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong | |||
| Pan Hongyan | Chinese | Director - CITIC | 28/F. CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong | |||
| Chan Kai Kong | Singaporean | CFO- CITIC Holdings, Director – CITIC | 28/F. CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong | |||
| Tam Chi Cheung | Hong Kong | General Manager- Treasury - CITIC HK (Holdings) Ltd., Director – CITIC Holdings | 32/F. CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong | |||
| Yin Ke | Chinese | Vice Chairman and Chief Executive Officer – CITIC Securities International Company Limited Director - CITIC Holdings |
26/F. CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong | |||
| Lee Chung Hing | British | Deputy Managing Director – CITIC Pacific Limited, Director – CITIC Holdings | 32/F. CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong | |||
Page 4 of 6 Pages
| Qian Guorong | Chinese | Director - CITIC Holdings | 28/F. CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong | |||
| Wang Dongming | Chinese | Chairman - CITIC Securities Co., Ltd. Assistant to Managing Director – CITIC Group, Director – CITIC Holdings |
3/F. Capital Mansion, 6 Xinyuan Nanlu, Chaoyang District, Beijing 100004, China | |||
| Zhang Haitao | Chinese | Director - CITIC Holdings | 28/F. CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong | |||
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding three paragraphs to Item 4 as follows:
On April 8, 2009, the Company filed a request to withdraw the Registration Statement on Form S-3 filed on December 23, 2008.
The SHA, Proxy, GLA and SIA have been terminated by the parties thereto effective April 3, 2009.
On April 8, 2009, CITIC entered into a broker trade to sell 4,025,105 shares of Common Stock (the “Sale”).
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended and restated as follows:
(a) - (b) As a result of the Sale CITIC and CITIC Holdings does not beneficially own any Common Stock.
(c) On April 8, 2009, CITIC entered into a trade to sell 4,025,105 shares of Common Stock. See Item 4 above.
(e) On April 15, CITIC and CITIC Holdings ceased to be the beneficial owner of more than five percent of the outstanding Common Stock.
Note: 1,250 restricted stock units had been vested as common stock to Mr. Zhang Yichen during his former directorship with the Issuer.
Page 5 of 6 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.
Dated: April 15, 2009
| CITIC CAPITAL MB INVESTMENT LIMITED |
| /s/ Chan Kai Kong |
| Signature |
| Chan Kai Kong/Director |
| Name/Title |
| CITIC CAPITAL HOLDINGS LIMITED |
| /s/ Zhang Yichen |
| Signature |
| Zhang Yichen/Director |
| Name/Title |
Page 6 of 6 Pages