Amended Statement of Beneficial Ownership (sc 13d/a)
June 13 2017 - 5:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
SCHEDULE 13D
(Amendment No. 3)*
CHINA INFORMATION TECHNOLOGY, INC.
(Name of Issuer)
ORDINARY SHARES, PAR VALUE $0.01
(Title of
Class of Securities)
G21174100
(CUSIP Number)
Union Investment Holdings Limited
Jianghuai Lin
21
st
Floor, Everbright Bank Building
Zhuzilin, Futian District
Shenzhen, Guangdong, 518040
Peoples Republic of China
Telephone: (+86)
755-8370-8333
(Name, Address and Telephone Number of Person
Authorized to Receive
Notices and Communications)
June 9, 2017
(Date of Event which Requires
Filing Statement on Schedule 13D)
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 [ ].
Note
: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See
Rule 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).
CUSIP NO: G21174100
1.
|
NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Union Investment Holdings Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b)
[
]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) or 2(f)
[_]
|
6.
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
16,164,893
(1)
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
16,164,893
(1)
|
11.
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,164,893 ordinary
shares
(1)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
13.
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
40.2%
(2)
|
14.
|
TYPE OF REPORTING PERSON
CO
|
(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
1.
|
NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jianghuai Lin
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b)
[
]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
PF
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) or 2(f)
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
726,641
|
8.
|
SHARED VOTING POWER
16,164,893
(1)
|
9.
|
SOLE DISPOSITIVE POWER
726,641
|
10.
|
SHARED DISPOSITIVE POWER
16,164,893
(1)
|
11.
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,886,534 ordinary
shares
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
13.
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
42.0%
(2)
|
14.
|
TYPE OF REPORTING PERSON
IN
|
(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 Amendment No. 3 to Schedule 13D ("Amendment No. 3")
relates to the ordinary shares, par value $0.01 per share (the "Ordinary
Shares"), of China Information Technology, Inc., a British Virgin Islands
company (the "Company").
This Amendment No. 3 is being 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) to amend and supplement the Reporting Persons Schedule 13D previously
filed with the Securities and Exchange Commission (the "SEC") on December 22,
2016 (as amended on January 17, 2017 and February 23, 2017, the "Schedule 13D").
Except as provided herein, this Amendment No. 3 does not modify any of the
information previously reported on the Schedule 13D. Capitalized terms used but
not defined herein have the meanings assigned to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is supplemented by the following:
Since the filing of the Amendment No. 2 to Schedule 13D on
February 23, 2017, pursuant to the Purchase Plan, Mr. Jianghuai Lin acquired an
additional 20,887 Ordinary Shares at a weighted-average purchase price per share
of $0.8183 for an aggregate purchase price of $17,092 on February 23, 2017. Such
purchase was funded from Mr. Lins personal funds.
On June 9, 2017, Union Investment entered into a stock
purchase agreement with Chengdong Huang, pursuant to which, Union Investment
purchased 1 million ordinary shares at a purchase price of $1.20 per share for a
total purchase price of $1.2 million. Such purchase was funded from Mr. Lins
personal funds.
Item 4. Purpose of Transaction.
Item 4 of Schedule 13D is hereby amended and supplemented by
adding the following at the end thereof:
The Reporting Persons acquired Ordinary Shares as described in
Item 3 above for investment purposes. Subject to applicable legal requirements,
the Reporting Persons may purchase additional securities of the Company from
time to time in open market or private transactions, depending on their
evaluation of the Companys business, prospects and financial condition, the
market for the Companys securities, other developments concerning the Company,
and general economic, money market and stock market conditions. In addition,
depending upon the factors referred to above, the Reporting Persons may dispose
of all or a portion of their securities of the Company at any time.
Other than as described above in Item 3 and Item 4 or as would
occur upon completion of any of the actions discussed herein, including in any
Exhibits hereto, none of the Reporting Persons have any plan or proposal
relating to or that 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.
Item 5 is hereby amended and supplemented by the following:
(a) (b) As of the date of this statement, Union Investment
beneficially owns 16,164,893 Ordinary Shares, representing approximately 40.2%
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
726,641 Ordinary Shares, which represent 1.8% of the outstanding Ordinary Shares
of the Company, as to which he has sole voting and dispositive powers.
(c) Since the filing of the Amendment No. 2 to Schedule 13D on
February 23, 2017, other than the transactions discussed in Item 3 hereof, the
contents of which are incorporated herein by reference, the Reporting Persons
had not effected any transactions in the Companys securities.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented by adding the
following at the end thereof:
The description of the principal terms of the stock
purchase agreement, dated June 9, 2017, under Item 3 is incorporated herein by
reference in its entirety.
To the best knowledge of the Reporting Persons, except as
provided herein and in the Schedule 13D, there are no other contracts,
arrangements, understandings or relationships (legal or otherwise) among the
Reporting Persons and between the Reporting Persons and any other person with
respect to any securities of the Company, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies, or a pledge or contingency, the
occurrence of which would give another person voting power over the securities
of the Company.
Item 7. Material to be Filed as Exhibits.
Exhibit No.
|
Description
|
|
|
99.1
|
Joint Filing Agreement by and between the Reporting
Persons, dated as of December 22, 2016 (incorporated by reference to
Exhibit 99.1 to Schedule 13D filed December 22, 2016)
|
|
|
99.2
|
Rule 10b5-1/Rule 10b-18 Purchase Plan by and between
Jianghuai Lin and Brean Capital, LLC, dated as of November 4, 2016
(incorporated by reference to Exhibit 99.2 to Schedule 13D filed December
22, 2016)
|
|
|
99.3
|
Stock Purchase Agreement, by and between Jianghuai
Lin and Chengdong Huang dated as of June 9, 2017
|
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: June 13, 2017
Union Investment Holdings Limited
By:
|
/s/
Jianghuai Lin
|
|
Jianghuai Lin
|
|
Director
|
/s/ Jianghuai Lin
Jianghuai Lin
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