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 Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box [ ].
* 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
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1.
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NAMES OF REPORTING PERSONS
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IRS IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
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Union Investment Holdings
Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A
GROUP
(a) [_]
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(b)
[
]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or
2(f)
[__]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Virgin Islands
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NUMBER OF
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7.
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SOLE VOTING
POWER
0
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SHARES
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BENEFICIALLY
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8.
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SHARED VOTING
POWER 15,164,893
(1)
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OWNED BY
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EACH
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9.
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SOLE DISPOSITIVE
POWER
0
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REPORTING
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PERSON WITH
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10.
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SHARED DISPOSITIVE
POWER
15,164,893
(1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
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15,164,893 ordinary shares
(1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
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13.
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
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37.69%
(2)
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14.
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TYPE OF REPORTING PERSON
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CO
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(1) Union Investment Holdings Limited is wholly owned and
controlled by Mr. Jianghuai Lin and Mr. Lin may be deemed to be a beneficial
owner of the shares of China Information Technology, Inc. (the “Company”) held
by Union Investment Holdings Limited.
(2) Based on 40,231,159 ordinary shares outstanding as of the
date hereof.
CUSIP NO: G21174100
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1.
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NAMES OF REPORTING PERSONS
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IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
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Jianghuai Lin
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) [_]
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(b)
[ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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PF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [__]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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People’s Republic of China
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NUMBER OF
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7.
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SOLE VOTING
POWER
174,259
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SHARES
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BENEFICIALLY
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8.
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SHARED VOTING
POWER 15,164,893
(1)
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OWNED BY
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EACH
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9.
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SOLE DISPOSITIVE
POWER
174,259
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REPORTING
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PERSON WITH
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10.
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SHARED DISPOSITIVE
POWER 15,164,893
(1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
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15,339,152 ordinary shares
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN
SHARES
[ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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38.13%
(2)
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14.
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TYPE OF REPORTING PERSON
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IN
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(1) Union Investment Holdings Limited is wholly owned and
controlled by Mr. Jianghuai Lin and Mr. Lin may be deemed to be a beneficial
owner of the shares of the Company held by Union Investment Holdings Limited.
(2) Based on 40,231,159 ordinary shares outstanding as of the
date hereof.
This Schedule 13D is voluntarily filed by the Reporting Persons
(as defined below) to disclose recent purchases of the securities of China
Information Technology, Inc. by the Reporting Persons. The information set forth
in response to each separate Item below shall be deemed to be a response to all
Items where such information is relevant. The information set forth in the
Exhibits attached hereto is expressly incorporated herein by reference and the
response to each Item of this statement is qualified in its entirety by the
provisions of such Exhibits.
Item 1. Security and Issuer.
The name of the issuer is China Information Technology, Inc., a
British Virgin Islands company (the "Company"), which has its principal
executive offices at 21st Floor, Everbright Bank Building, Zhuzilin, Futian
District, Shenzhen, Guangdong, 518040, China. This statement relates to the
ordinary shares, par value $0.01 per share (the “Ordinary Shares”) of the
Company.
Item 2. Identity and Background.
(a) This Schedule 13D is jointly filed by Union Investment
Holdings Limited (“Union Investment”), a British Virgin Islands company, and
Jianghuai Lin (each, a “Reporting Person” and collectively, the “Reporting
Persons”).
(b)-(c) Union Investment, a business company limited by shares
formed under the laws of the British Virgin Islands, principally acts as an
investment vehicle with its business address at 1708, Zhongyangxigu Building,
Binhe Ave., Futian District, Shenzhen, Guangdong, 518000, China.
Mr. Jianghuai Lin is the Chairman and Chief Executive Officer
of the Company. Mr. Lin wholly owns Union Investment and is the sole director of
Union Investment. The business address of Mr. Lin is 21st Floor, Everbright Bank
Building, Zhuzilin, Futian District, Shenzhen, Guangdong, 518040, China.
(d)-(e) During the last five years, none of the Reporting
Persons has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding 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) Mr. Jianghuai Lin is a citizen of the People’s Republic of
China.
Item 3. Source and Amount of Funds or Other Consideration.
Since the filing of Amendment No. 1 to Schedule 13D on October
17, 2016, pursuant to the Purchase Plan as described under Item 4 below, Mr.
Jianghuai Lin had acquired 174,259 Ordinary Shares for an aggregate purchase
price of $136,240 as of the close of business on December 21, 2016. Such
purchases were funded from Mr. Lin’s personal funds.
Item 4. Purpose of Transaction.
Mr. Lin entered into a Rule 10b5-1/Rule 10b-18 Purchase Plan
(the “Purchase Plan”), dated as of November 4, 2016, with Brean Capital, LLC
(the “Broker”), under which Mr. Lin agreed to purchase up to $1 million in
Ordinary Shares through the Broker at a maximum price per share of $1.00. Daily
purchases are subject to certain limitations, including those required to comply
with the safe harbor under Rule 10b-18 of the 1934 Securities Exchange Act (the
“Exchange Act”) and the affirmative defenses provided under Rule 10b5-1 of the
Exchange Act.
Other than as described above in this Item 4, none of the
Reporting Persons has present plans or proposals that relate to or would result
in any of the events or matters described in part (a) through (j) of Item 4 of
the Statement on Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) – (b) As of the date of this statement, Union Investment
beneficially owns 15,164,893 Ordinary Shares, representing approximately 37.69%
of the outstanding Ordinary Shares of the Company (based on 40,231,159 Ordinary
Shares outstanding as of the date hereof). Union Investment is wholly owned by
Mr. Lin and Mr. Lin is the sole director of Union Investment. As a result, Mr.
Lin may be deemed to be a beneficial owner of the Ordinary Shares held by Union
Investment. In addition, as of the date hereof, Mr. Lin individually owns
174,259 Ordinary Shares, which represent 0.43% of the outstanding Ordinary
Shares of the Company, as to which he has sole voting and dispositive
powers.
(c) During the past 60 days, pursuant to the Purchase Plan, Mr.
Lin acquired an aggregate of 174,259 Ordinary Shares for an aggregate purchase
price of $136,240. A list of the transactions in the Company’s Ordinary Shares
that were effected by Mr. Lin during the past 60 days is attached hereto as
Exhibit 99.3.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Except as disclosed in Items 3 and 4 above, there are no other
contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Persons and between the Reporting Persons and any other
person with respect to any securities of the Company, including, but not limited
to transfer or voting of any of the securities, finder’s fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
SIGNATURES
After reasonable inquiry and to the best of his and its
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: December 22, 2016
Union Investment Holdings Limited
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By:
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/s/ Jianghuai Lin
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Jianghuai Lin
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Director
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/s/ Jianghuai Lin
Jianghuai Lin