Schedule 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

 

ASIAINFO HOLDINGS, INC.

(Name of Issuer)

 

 

Common Stock

(Title of Class of Securities)

 

 

04518A104

(CUSIP Number)

 

 

 

Karen Li

28/F, CITIC Tower

1 Tim Mei Avenue

Central, Hong Kong

(852) 2237 6337

  

Gregory D. Puff

Shearman & Sterling LLP

12th Floor, Gloucester Tower

The Landmark, 15 Queen’s Road Central

Central, Hong Kong

(852) 2978 8082

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

December 23, 2008

(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

 

                4,025,105

 

  9    SOLE DISPOSITIVE POWER

 

                0

 

10    SHARED DISPOSITIVE POWER

 

                4,025,105

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            4,025,105

    
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)

 

            8.7%1

    
14  

TYPE OF REPORTING PERSON (See Instructions)

 

            CO

    

 

 

1 Calculated using the number of outstanding shares of Common Stock as of December 18, 2008 reported in the Issuer’s Form S-3 filed with the U.S. Securities and Exchange Commission on December 23, 2008.

 

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

 

                4,025,105

 

  9    SOLE DISPOSITIVE POWER

 

                0

 

10    SHARED DISPOSITIVE POWER

 

                4,025,105

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            4,025,105

    
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)

 

            8.7%2

    
14  

TYPE OF REPORTING PERSON (See Instructions)

 

            CO

    

 

 

2

Calculated using the number of outstanding shares of Common Stock as of December 18, 2008 reported in the Issuer’s Form S-3 filed with the U.S. Securities and Exchange Commission on December 23, 2008.

 

Page 3 of 6 Pages

Item 1. Security and Issuer.

This Amendment No. 1 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 (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-Q filed with the SEC on November 7, 2008, 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

Item 2(b) of the Schedule 13D is hereby amended as follows :

(b) The address of CITIC’s registered office is Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands.

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 of CITIC

Group,

Chairman and Director – CITIC Holdings

  

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
Qian Guorong   Chinese   Director - CITIC Holdings   28/F. CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong

 

Page 4 of 6 Pages

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 a final paragraph to Item 4 as follows:

On December 23, 2008, the Issuer filed with the SEC a Registration Statement on Form S-3 in connection with the proposed offering and sale to the public of the Issuer’s Common Stock by CITIC.

 

Item 5. Interest in Securities of the Issuer.

Items 5(a) and 5(b) of the Schedule 13D are hereby amended and restated as follows:

(a) - (b) CITIC may be deemed to have (i) beneficial ownership and (ii) beneficial ownership with shared voting and dispositive power over 4,025,105 shares of Common Stock, representing 8.7% of the outstanding Common Stock. CITIC is the record owner of the record owner of the Common Stock that is the subject of this Statement.

CITIC Holdings may be deemed to have (i) beneficial ownership and (ii) beneficial ownership with shared voting and dispositive power over 4,025,105 shares of Common Stock, representing 8.7% of the outstanding Common Stock. CITIC Holdings may be deemed to be the beneficial owner of the shares of Common Stock of the Issuer because CITIC, which is the record owner of the Common Stock, is CITIC Holdings’ wholly-owned subsidiary.

The foregoing percentages are calculated using the number of outstanding shares of Common Stock as of December 18, 2008 reported in the Issuer’s Form S-3 filed with the U.S. Securities and Exchange Commission on December 23, 2008.

To the best of the Reporting Persons’ knowledge, there are no shares of AsiaInfo common stock which are beneficially owned by other Reporting Persons.

 

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: December 24, 2008

 

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