UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
NAM TAI ELECTRONICS, INC.
(Name of Issuer)
Common Shares, $0.01 par value
(Title of Class of Securities)
629865 205
(Cusip Number)
Li & Chui Holdings (B.V.I.) Limited
Joseph Li Shi Yuen
Chui Kam Wai
P.O. Box 957
Offshore Incorporations Centre
Road Town, Tortola
British Virgin Islands
Telephone: (852) 2341-0273
Fax: (852) 2263-1223
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
------------------------
with a copy to:
Mr. Stephen K. Seung, ESQ.
2 Mott Street, Suite 601
New York, New York 10013
Telephone: (212) 732-0030
Fax: (212) 227-5097
February 22, 2006
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|.
---- ---------------------------------------------------------------------------
1. NAME OF REPORTING PERSON - Li & Chui Holdings (B.V.I.) Limited
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
---- ---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a)|_|
N/A (b)|_|
---- ---------------------------------------------------------------------------
3. SEC USE ONLY
---- ---------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
---- ---------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) |_|
N/A
---- ---------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
---- ---------------------------------------------------------------------------
Number of Shares 7. SOLE VOTING POWER: 2,000,000
Beneficially Owned 8. SHARES VOTING POWER : N/A
by Each Reporting 9. SOLE DISPOSITIVE POWER: 2,000,000
Person With 10. SHARES DISPOSITIVE POWER: N/A
---- ---------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
---- ---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
---- ---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
---- ---------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
---- ---------------------------------------------------------------------------
---- ---------------------------------------------------------------------------
1. NAME OF REPORTING PERSON - Joseph Li Shi Yuen
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
---- ---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a)|_|
N/A (b)|_|
---- ---------------------------------------------------------------------------
3. SEC USE ONLY
---- ---------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
---- ---------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
N/A
---- ---------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong
---- ---------------------------------------------------------------------------
Number of Shares 7. SOLE VOTING POWER: 158,870
Beneficially Owned 8. SHARES VOTING POWER : 2,000,000
by Each Reporting 9. SOLE DISPOSITIVE POWER: 158,870
Person With 10. SHARES DISPOSITIVE POWER: 2,000,000
---- ---------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,158,870
---- ---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
---- ---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
---- ---------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
---- ---------------------------------------------------------------------------
---- ---------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS - Chui Kam Wai
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
---- ---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a)|_|
N/A (b)|_|
---- ---------------------------------------------------------------------------
3. SEC USE ONLY
---- ---------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
---- ---------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
N/A
---- ---------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong
---- ---------------------------------------------------------------------------
Number of Shares 7. SOLE VOTING POWER: 45,870
Benefically Owned 8. SHARES VOTING POWER : 2,000,000
by Each Reporting 9. SOLE DISPOSITIVE POWER: 45,870
Person With 10. SHARES DISPOSITIVE POWER: 2,000,000
---- ---------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,045,870
---- ---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
---- ---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
---- ---------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
---- ---------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Shares, $0.01 par value (the
"Common Shares") of Nam Tai Electronics, Inc. (the "Company"), an International
Business Company organized under the laws of the British Virgin Islands, with
principal executive offices located at 3rd Floor, 116 Main Street, Road Town,
Tortola, British Virgin Islands.
ITEM 2. IDENTITY AND BACKGROUND
(a) The names of the Reporting Persons are Li & Chui Holdings (B.V.I.)
Limited (formerly known as J.I.C. Holdings (B.V.I.) Limited), an International
Business Company organized under the laws of the British Virgin Islands ("Li &
Chui"), Mr. Joseph Li Shi Yuen ("Mr. Li") and Mr. Chui Kam Wai ("Mr. Chui")
(collectively, the "Reporting Persons").
(b) Li & Chui's registered address is at P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands.
Mr. Li's business address is J.I.C. (Macao Commercial Offshore)
Company Limited. Unit D, 17/F, Edificio Comercial Rodrigues, 599 da Avenida da,
Praia Grande, Macao, The People's Republic of China.
Mr. Chui's business address is J.I.C. (Macao Commercial Offshore)
Company Limited. Unit D, 17/F, Edificio Comercial Rodrigues 599 da Avenida da
Praia Grande, Macao, The People's Republic of China.
(c) Li & Chui is a holding company, wholly owned in equal shares by Mr. Li
and Mr. Chui, who are its directors. Li & Chui's principal business is to hold
the Common Shares which are the subject of this report.
Mr. Li is the Vice Chairman of the J.I.C. group of companies, which
are subsidiaries of the Company.
Mr. Chui is the Chief Executive Officer of J.I.C. group of companies,
which are subsidiaries of the Company.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding it or he 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) Li & Chui is an International Business Company organized under the
laws of the British Virgin Islands. Mr. Li and Mr. Chui are both citizens of
Hong Kong.
ITEM 3. SOURCE AND THE AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the transaction is to realize the value of the Common
Shares being sold. Any of the Reporting Persons may sell or acquire Common
Shares in the future depending on the prevailing market price of the securities.
None of the Reporting Persons has plans or proposals that relate to or would
result in the matters identified in Item 4(a) through (j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) At February 27, 2006, as a result of the sale of 500,000 Common
Shares, Li & Chui beneficially owned 2,000,000 of the Common Shares outstanding,
representing 4.6% ownership of the outstanding Common Shares. The percentage
ownership was calculated in accordance with Rule 13d(1)(i) under the Securities
Exchange Act of 1934.
As of February 27, 2006, as a result of Li & Chui's sale of 500,000
Common Shares, Mr. Li beneficially owned 2,158,870 of the Common Shares
outstanding, representing 5.0% of the outstanding Common Shares. The amount of
Common Shares includes: (i) 2,000,000 Common Shares owned by Li & Chui; (ii)
78,870 Common Shares owned by Mr. Li personally; and (iii) 80,000 Common Shares
that Mr. Li may acquire upon the exercise of employee stock options. The
percentage ownership was calculated in accordance with Rule 13d(1)(i) under the
Securities Exchange Act of 1934.
As of February 27, 2006, as a result of Li & Chui's sale of 500,000
Common Shares, Mr. Chui beneficially owned 2,045,870 of the Common Shares
outstanding, representing 4.7% of the outstanding Common Shares. The amount of
Common Shares includes: (i) 2,000,000 Common Shares owned by Li & Chui; (ii)
45,870 Common Shares owned by Mr. Chui personally; and (iii) 0 Common Shares
that Mr. Chui may acquire upon the exercise of employee stock options. The
percentage ownership was calculated in accordance with Rule 13d(1)(i) under the
Securities Exchange Act of 1934.
(b) Li & Chui has sole investment voting and investment power over the
Common Shares attributed to it in paragraph (a).
Mr. Li has sole voting and investment power over 158,870 Common Shares
attributed to him in paragraph (a). Mr. Li shares voting and investment power
over 2,000,000 Common Shares attributed to him in paragraph (a) with Mr. Chui
through their joint ownership of Li & Chui.
Mr. Chui has sole voting and investment power over 45,870 Common
Shares attributed to him in paragraph (a). Mr. Chui shares voting and investment
power over 2,000,000 Common Shares attributed to him in paragraph (a) with Mr.
Li through their joint ownership of Li & Chui.
(c) The following table sets forth details of the open market sales of
Common Shares (made through Bear, Stearns & Co., Inc.) made by Li & Chui during
the last sixty days.
------------------ ------------------ --------------- ----------------
Trade Date Number of Common Sales Price Net Proceeds
Shares Sold
------------------ ------------------ --------------- ----------------
February 22, 2005 500,000 $20.25 $10,124,684.16
------------------ ------------------ --------------- ----------------
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Articles of Association of the Company provides that if any person
other than an individual which is a member of the Company may by resolution of
its director or other governing body authorize such person as it thinks fit to
act as its representative any meeting of the Company or of any class of members
of the Company, then the person so authorized shall be entitled to exercise the
same powers on behalf of the person which he represents as that person could
exercise if it were an individual member of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
-----------------------------------------------------------------
99.1 Joint Filing Agreement dated February 27, 2006 between the
Reporting Persons
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.
Date: February 22, 2006 LI & CHUI HOLDINGS (B.V.I) LIMITED
By: /s/ Joseph Li Shi Yuen
------------------------------------------
Joseph Li Shi Yuen
By: /s/ Chui Kam Wai
------------------------------------------
Chui Kam Wai