UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington , D.C. 20549

 

Schedule 13D/A

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)

 

YUCHENG Technologies Limited

(Name of Issuer)

 

Ordinary Shares, No Par Value

(Title of Class of Securities)

 

G98777108

(CUSIP Number)

 

Weidong Hong

Sihitech Company Limited

Hong Wu

Yun Shi

Dong Wang

Steve Shiping Dai

Rebecca B. Le

Chun Zheng

Xun Yang

Weihua Hong

Lijing Ren

Yanmei Wang

Danhui Ma

Xinmin Yu

c/o Yucheng Technologies Limited

F/9, Tower D, Beijing Global Trade Center

36 North Third Ring Road East, Dongcheng District

Beijing 100013, People’s Republic of China

+(86) 10 5913-7700

 

With a copy to:

 

Peter X. Huang

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

No. 1, Jianguomenwai Avenue

Beijing 100004, People’s Republic of China

+(86) 10 6535-5599

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

 

December 27, 2012

(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. ¨

 

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).

 

 
 

 

CUSIP No. G98777108

 

1.

NAME OF REPORTING PERSON:

Weidong Hong

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3.

SEC USE ONLY

 

4.

SOURCE OF FUNDS

OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON

WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

0

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14.

TYPE OF REPORTING PERSON

IN

       

2
 

 

CUSIP No. G98777108

 

1.

NAME OF REPORTING PERSON:

Sihitech Company Limited

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3.

SEC USE ONLY

 

4.

SOURCE OF FUNDS

OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
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

0

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14.

TYPE OF REPORTING PERSON

CO

       

3
 

 

CUSIP No. G98777108

 

1.

NAME OF REPORTING PERSON:

Yun Shi

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3.

SEC USE ONLY

 

4.

SOURCE OF FUNDS

PF

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

People's Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

7.

SOLE VOTING POWER

1,472,878 Ordinary Shares

8.

SHARED VOTING POWER

0

9.

SOLE DISPOSITIVE POWER

1,472,878 Ordinary Shares

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,472,878 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)

7.4%

14.

TYPE OF REPORTING PERSON

IN

       

4
 

 

CUSIP No. G98777108

 

1.

NAME OF REPORTING PERSON:

Hong Wu

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3.

SEC USE ONLY

 

4.

SOURCE OF FUNDS

PF, OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

7.

SOLE VOTING POWER

225,952 Ordinary Shares 

8.

SHARED VOTING POWER

0

9.

SOLE DISPOSITIVE POWER

225,952 Ordinary Shares 

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

225,952 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)

1.1%

14.

TYPE OF REPORTING PERSON

IN

       

5
 

  

CUSIP No. G98777108

 

1.

NAME OF REPORTING PERSON:

Dong Wang

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3.

SEC USE ONLY

 

4.

SOURCE OF FUNDS

PF

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

7.

SOLE VOTING POWER

344,206 Ordinary Shares 

8.

SHARED VOTING POWER

0

9.

SOLE DISPOSITIVE POWER

344,206 Ordinary Shares

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

344,206 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)

1.7%

14.

TYPE OF REPORTING PERSON

IN

       

6
 

 

CUSIP No. G98777108

 

1.

NAME OF REPORTING PERSON:

Steve Shiping Dai

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3.

SEC USE ONLY

 

4.

SOURCE OF FUNDS

PF, OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

7.

SOLE VOTING POWER

140,000 Ordinary Shares

8.

SHARED VOTING POWER

0

9.

SOLE DISPOSITIVE POWER

140,000 Ordinary Shares

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

140,000 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)

0.7%

14.

TYPE OF REPORTING PERSON

IN

       

7
 

 

CUSIP No. G98777108

 

1.

NAME OF REPORTING PERSON:

Rebecca B. Le

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3.

SEC USE ONLY

 

4.

SOURCE OF FUNDS

PF

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

7.

SOLE VOTING POWER

71,885 Ordinary Shares

8.

SHARED VOTING POWER

0

9.

SOLE DISPOSITIVE POWER

71,885 Ordinary Shares

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

71,885 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)

0.4%

14.

TYPE OF REPORTING PERSON

IN

       

8
 

 

CUSIP No. G98777108

 

1.

NAME OF REPORTING PERSON:

Chun Zheng

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3.

SEC USE ONLY

 

4.

SOURCE OF FUNDS

PF, OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

7.

SOLE VOTING POWER

180,656 Ordinary Shares 

8.

SHARED VOTING POWER

0

9.

SOLE DISPOSITIVE POWER

180,656 Ordinary Shares 

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

180,656 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)

0.9%

14.

TYPE OF REPORTING PERSON

IN

       

9
 

 

CUSIP No. G98777108

 

1.

NAME OF REPORTING PERSON:

Xun Yang

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3.

SEC USE ONLY

 

4.

SOURCE OF FUNDS

PF, OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

7.

SOLE VOTING POWER

75,189 Ordinary Shares

8.

SHARED VOTING POWER

0

9.

SOLE DISPOSITIVE POWER

75,189 Ordinary Shares

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

75,189 Ordinary Shares

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDESCERTAIN SHARES

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.4%

14.

TYPE OF REPORTING PERSON

IN

       

10
 

 

CUSIP No. G98777108

 

1.

NAME OF REPORTING PERSON:

Weihua Hong

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3.

SEC USE ONLY

 

4.

SOURCE OF FUNDS

PF, OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

7.

SOLE VOTING POWER

17,480 Ordinary Shares 

8.

SHARED VOTING POWER

0

9.

SOLE DISPOSITIVE POWER

17,480 Ordinary Shares 

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,480 Ordinary Shares 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDESCERTAIN SHARES

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1%

14.

TYPE OF REPORTING PERSON

IN

       

11
 

 

CUSIP No. G98777108

 

1.

NAME OF REPORTING PERSON:

Lijing Ren

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3.

SEC USE ONLY

 

4.

SOURCE OF FUNDS

OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

7.

SOLE VOTING POWER

60,000 Ordinary Shares 

8.

SHARED VOTING POWER

0

9.

SOLE DISPOSITIVE POWER

60,000 Ordinary Shares 

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

60,000 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)

0.3%

14.

TYPE OF REPORTING PERSON

IN

       

12
 

 

CUSIP No. G98777108

 

1.

NAME OF REPORTING PERSON:

Danhui Ma

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3.

SEC USE ONLY

 

4.

SOURCE OF FUNDS

PF

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON

WITH

7.

SOLE VOTING POWER

31,434 Ordinary Shares 

8.

SHARED VOTING POWER

0

9.

SOLE DISPOSITIVE POWER

31,434 Ordinary Shares 

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

31,434 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)

0.2%

14.

TYPE OF REPORTING PERSON

IN

       

13
 

 

CUSIP No. G98777108

 

1.

NAME OF REPORTING PERSON:

Yanmei Wang

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3.

SEC USE ONLY

 

4.

SOURCE OF FUNDS

PF, OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

People's Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

7.

SOLE VOTING POWER

954,429 Ordinary Shares

8.

SHARED VOTING POWER

0

9.

SOLE DISPOSITIVE POWER

954,429 Ordinary Shares

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

954,429 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)

5.0%

14.

TYPE OF REPORTING PERSON

IN

       

14
 

 

CUSIP No. G98777108

 

1.

NAME OF REPORTING PERSON:

Xinmin Yu

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3.

SEC USE ONLY

 

4.

SOURCE OF FUNDS

PF, OO

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

7.

SOLE VOTING POWER

147,266 Ordinary Shares 

8.

SHARED VOTING POWER

0

9.

SOLE DISPOSITIVE POWER

147,266 Ordinary Shares 

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

147,266 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)

0.7%

14.

TYPE OF REPORTING PERSON

IN

       

15
 

 

This Schedule 13D/A (this "Schedule 13D/A") is filed jointly by Mr. Weidong Hong (“Mr. Hong”), Sihitech Company Limited (“Sihitech”), Ms. Yun Shi (“Ms. Shi”), Ms. Hong Wu (“Ms. Wu”), Mr. Dong Wang ("Mr. Wang"), Mr. Steve Shiping Dai (“Mr. Dai”), Ms. Rebecca B. Le (“Ms. Le”), Mr. Chun Zheng (“Mr. Zheng”), Mr. Xun Yang (“Mr. Yang”), Ms. Weihua Hong (“Ms. WH Hong”), Ms. Yanmei Wang (“Ms. Wang”), Ms. Danhui Ma (“Ms. Ma”), Ms. Xinmin Yu (“Ms. Yu”) and Mr. Lijing Ren (“Mr. Ren”, together with Mr. Hong, Sihitech, Ms. Shi, Ms. Wu, Mr. Wang, Mr. Dai, Ms. Le, Mr. Zheng, Mr. Yang, Ms. WH Hong, Ms. Ma, Ms. Yu, and Ms. Wang are collectively referred to as the “Reporting Persons”).

 

With respect to the Reporting Persons, this Schedule 13D/A represents Amendment No. 1 to the initial statement on Schedule 13D with respect to the Company filed jointly by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on August 15, 2012. With respect to Mr. Hong, Humfield International Limited and Sihitech, this Schedule 13D/A represents Amendment No. 2 to the initial statement on Schedule 13D with respect to the Company filed jointly by Mr. Hong, Humfield International Limited and Sihitech with the SEC on May 22, 2012, as amended and supplemented to date. With respect to Ms. Shi, this Schedule 13D/A represents Amendment No. 4 to the initial statement on Schedule 13D with respect to the Company filed by Ms. Shi with the SEC on July 19, 2010, as amended and supplemented to date. With respect to Ms. Wang and Mega Capital Group Services Limited, this Schedule 13D/A represents Amendment No. 2 to the initial statement on Schedule 13D with respect to the Company filed by Ms. Wang with the SEC on November 28, 2006, as amended and supplemented to date.

 

ITEM 4. PURPOSE OF TRANSACTION

 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 

On December 27, 2012, the Company, held a special meeting of its stockholders (the "Special Meeting") at Beijing Global Trade Center, Tower D, Floor 9, 36 North Third Ring Road East, Dongcheng District, Beijing 100013, People’s Republic of China. At the Special Meeting, the Company voted in favor of the proposal to approve the agreement and plan of merger, dated as of August 13, 2012 (the "Merger Agreement"), by and among New Sihitech Limited ("Parent"), New Sihitech Acquisition Limited, a British Virgin Islands corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, pursuant to which Merger Sub merged with and into the Company, with the Company continuing as the surviving entity and a subsidiary of Parent (the “Merger”).

 

On December 27, 2012, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company, with the Company as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned subsidiary of Parent. As the Merger was approved by the requisite percentage of the Company's shareholders, each of the Company’s outstanding ordinary shares was cancelled in exchange for the right to receive $3.90 per share in cash without interest and net of any applicable withholding taxes, other than the shares owned by Mr. Hong and his affiliate Sihitech, which were cancelled for no consideration (“Founder Shares”), and (b) the shares owned by certain employees, officers and other shareholders of the Company, including Mr. Shi, Mr. Wang, Ms. Wu, Ms. Hong, Mr. Dai, Mr.Yang, Mr. Zheng, Mr. Ren, Mr. Wang, Ms. Ma, Ms. Le and Ms. Yu (collectively, the “Rollover Shareholders”), which survived the Merger and remain outstanding (the “Rollover Shares”).

 

On December 27, 2012, pursuant to the terms of the Merger Agreement, in connection with the effectiveness of the Merger, each share of restricted stock awarded under the Company’s 2006 Performance Equity Plan (other than (a) shares of restricted stock granted to Mr. Hong, which would be cancelled for no consideration and (b) shares of restricted stock granted to the Rollover Shareholders, which were to be vested at the effective time of the merger and remain outstanding) were cancelled and converted into the right to receive $3.90 in cash without interest, net of any applicable withholding taxes.

 

On December 27, 2012, by virtue of the Merger, each ordinary share of the Company held in the treasury of the Company or owned, directly or indirectly, by Holdco, Parent, Merger Sub or any wholly-owned subsidiary of the Company immediately prior to December 27, 2012 was canceled without consideration therefor. On December 27, 2012, by virtue of the Merger, each ordinary share of Merger Sub issued and outstanding immediately prior to December 27, 2012 was converted into and became one validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation (the “Private Stock”). The Private Stock is not registered under Section 12 of the Exchange Act.

 

16
 

 

Upon the consummation of the merger, the Company became a subsidiary of Parent, beneficially owned by the Buyer Group. As a result of the merger, the Company's shares will cease to trade on the NASDAQ Global Select Market ("NASDAQ") and will become eligible for delisting from NASDAQ.

 

Pursuant to a certain voting support agreement, dated as of August 13, 2012 (the "Voting Agreement") entered between Parent and the Voting Shareholders who owned approximately 29.1% of the outstanding ordinary shares of the Company prior to the time of the effective merger, the Voting Shareholders appeared at the Special Meeting or otherwise caused their shares of the Company to be counted as present thereat for the purpose of establishing a quorum, and voted or caused to be voted at such meeting all their shares of the Company in favor of the approval of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement. The information disclosed in this paragraph is qualified in its entirety by reference to the Voting Agreement, a copy of which has been filed as Exhibit 7.06 to the Schedule 13D, and is incorporated herein by reference in its entirety as Exhibit 7.02.

 

Pursuant to a certain contribution agreement by and among Parent, Mr. Hong and certain of his affiliates listed on Schedule A of the said agreement (the "Founder") and the Rollover Shareholders dated August 13, 2012 (the "Contribution Agreement"), the Founder would contribute all of the Founder's right, title and interest in and to the Founder Shares to Parent prior to the closing of the Merger in exchange for 0.016677 Parent shares issued by Parent. The Rollover Shares would survive the Merger and each Rollover Shareholder would continue to beneficially own the Rollover Shares following the closing of the Merger pursuant to the Contribution Agreement. The Rollover Shareholders would also waive any right to receive $3.90 per share in cash under the Contribution Agreement. The information disclosed in this paragraph is qualified in its entirety by reference to the Contribution Agreement, a copy of which has been filed as Exhibit 7.05 to the Schedule 13D and is incorporated herein by reference in its entirety as Exhibit 7.03.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 

(a)-(b) Not applicable

 

(c) Other than the transactions described in Item 4 of this Schedule D/A, none of the Reporting Persons has effected any transactions relating to the Ordinary Shares of the Issuer during the 60 days preceding the filing of this Amendment.

 

(d)-(e) Not applicable.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

 

The description in item 4 of this Amendment is incorporated herein by reference, and is qualified in its entirety by the full text of the Merger Agreement, which was filed as Exhibit 7.02 to the Schedule 13D and is incorporated herein by reference in its entirety as Exhibit 7.01.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

 

Exhibit 7.01: Joint Filing Agreement by and among the Reporting Persons, dated August 15, 2012 (incorporated by reference to Exhibit 7.01 of the Schedule 13D filed by the Reporting Persons on August 15, 2012).

 

Exhibit 7.02: Merger Agreement, by and among the Company, Parent and Merger Sub, dated August 13, 2012 (incorporated herein by reference to Exhibit 7.02 of the Schedule 13D filed on August 15, 2012)

 

Exhibit 7.03: Voting Agreement, by and among the Voting Shareholders and Parent, dated August 13, 2012 (incorporated herein by reference to Exhibit 7.06 of the Schedule 13D filed on August 13, 2012)

 

Exhibit 7.04: Contribution Agreement, by and among the Reporting Persons and Parent, dated August 13, 2012 (incorporated herein by reference to Exhibit 7.05 of the Schedule 13D filed on August 13, 2012)

 

17
 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

  Dated: December 28, 2012
     
  Weidong Hong
     
  By: /s/Weidong Hong
     
  Sihitech Company Limited
     
  By: /s/Weidong Hong
  Name: Weidong Hong
  Title: Director/Officer
     
  YUN SHI
     
  By: /s/Yun Shi
     
  HONG WU
     
  By: /s/Hong Wu
     
  DONG WANG
     
  By: /s/Dong Wang
     
  STEVE SHIPING DAI
     
  By: /s/Steve Shiping Dai
     
  CHUN ZHENG
     
  By: /s/Chun Zheng
     
  XUN YANG
     
  By: /s/Xun Yang
     
  WEIHUA HONG
     
  By: /s/Weihua Hong

 

18
 

 

  LIJING REN
     
  By: /s/Lijing Ren
     
  YANMEI WANG
     
  By: /s/Yanmei Wang
     
  DANHUI MA
     
  By: /s/Danhui Ma
     
  XINMIN YU
     
  By: /s/Xinmin Yu
     
  REBECCA B. LE
     
  By: /s/Rebecca B. Le

 

19

 

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