UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
EFUTURE INFORMATION TECHNOLOGY INC.
(Name of Issuer)
Ordinary shares, par value $0.0756 per share
(Title of Class of Securities)
(CUSIP Number)
Shiji (Hong Kong) Limited
Room 1802, Great Eagle Centre,
23 Harbour Road, Wanchai, Hong Kong S.A.R.
Facsimile: +852 2992 0618
Beijing Shiji Information Technology Co., Ltd.
Zhongchu Li
15F, Beijing Inn Building,
No.5, East Shuijing Hutong,
Beijing 100010, People’s Republic of China
Fascimile: +86 10 5932 5399
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to
Lee Edwards, Esq.
Shearman & Sterling LLP
12F East Tower, Twin Towers,
B-12 Jianguomenwai Dajie,
Beijing 100022, People’s Republic of China
Fascimile: +86 10 6563 6000
(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-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. o
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).
This Amendment No. 1 is being filed jointly by Shiji (Hong Kong) Limited, a company incorporated under the laws of Hong Kong S.A.R. (“Shiji HK”), Beijing Shiji Information Technology Co., Ltd., a company incorporated under the laws of the People’s Republic of China (“Beijing Shiji”) and Mr. Zhongchu Li (collectively, the “Reporting Persons”).
This Amendment No. 1 amends and supplements the statement on Schedule 13D jointly filed with the Securities and Exchange Commission on November 25, 2015 by the Reporting Persons (the “Original Schedule 13D”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December 7, 2015, Shiji HK acquired 290,691 Ordinary Shares in secondary market for an aggregate purchase price of $3,244,873.55, including brokerage commissions and fees (the “Purchase Price”), or approximately $11.16 per Ordinary Share on average. As a result, as the date hereof, Shiji HK owned 2,744,657 Ordinary Shares, representing 56.49% of the total outstanding Ordinary Shares. The Purchase Price was funded by working capital of Shiji HK, which in turn was obtained from the working capital of Beijing Shiji.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 (a)-(b) of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:
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(a)–(b)
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The following table sets forth the information with respect to the ownership of Ordinary Shares by each of the Reporting Persons as the date hereof:
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Amount
beneficially
owned:
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Sole power
to vote or
direct the vote:
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Shared power
to vote or to
direct
the vote:
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Sole power to
dispose or to
direct the
disposition of:
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Shared power to
dispose or to
direct the
disposition of:
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Shiji HK
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2,744,657
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56.49%
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2,744,657
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0
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2,744,657
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0
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Beijing Shiji
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2,744,657
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56.49%
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0
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2,744,657
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0
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2,744,657
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Mr. Zhongchu Li
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2,744,657
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56.49%
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0
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2,744,657
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0
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2,744,657
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As of the date hereof, Shiji HK directly owns 2,744,657 Ordinary Shares, representing 56.49% of the total outstanding Ordinary Shares.
Beijing Shiji, as the sole owner of Shiji HK, may be deemed to beneficially own 2,744,657 Ordinary Shares, representing 56.49% of the total outstanding Ordinary Shares, and share voting and investment power over such shares.
Mr. Zhongchu Li, directly owns 63.0% of the total issued and outstanding shares of Beijing Shiji, is the ultimate controller of Beijing Shiji. As a result, Mr. Zhongchu Li may be deemed to beneficially own 2,744,657 Ordinary Shares, representing 56.49% of the total outstanding Ordinary Shares, and share voting and investment power over such shares. Mr. Zhongchu Li and his affiliated entities and the officers, partners, members, and managers thereof, other than Shiji HK and Beijing Shiji, disclaims beneficial ownership of the shares held directly by Shiji HK.
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CUSIP No. G29438101
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Page 6
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The above disclosure of percentage information is based upon 4,858,651 shares of Ordinary Shares issued and outstanding as of September 30, 2015, as disclosed in the Issuer’s Form 6-K/A, filed with the SEC on November 23, 2015.
Item 5(c) of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
The matters set forth in Item 3 are incorporated herein by reference in its entirety.
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 8, 2015
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Shiji (Hong Kong) Limited
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By: |
/s/ Zhongchu Li |
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Name: |
Zhongchu Li |
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Title: |
Director |
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Beijing Shiji Information Technology Co., Ltd.
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By: |
/s/ Zhongchu Li |
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Name: |
Zhongchu Li |
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Title: |
Director |
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Zhongchu Li |
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/s/ Zhongchu Li
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