CUSIP No. G2352K108
|
||||
1
|
Name of Reporting Person.
|
|||
Cathay Auto Services Limited
|
||||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||
(a) ¨
|
||||
(b) ý
|
||||
3
|
SEC Use Only
|
|||
4
|
Citizenship or Place of Organization
|
|||
British Virgin Islands
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5
|
Sole Voting Power
|
||
0
|
||||
6
|
Shared Voting Power
|
|||
0
|
||||
7
|
Sole Dispositive Power
|
|||
0
|
||||
8
|
Shared Dispositive Power
|
|||
0
|
||||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|||
0
|
||||
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|||
11
|
Percent of Class Represented by Amount in Row (9)
|
|||
0.0%
|
||||
12
|
Type of Reporting Person (See Instructions)
|
|||
CO
|
CUSIP No. G2352K108
|
||||
1
|
Name of Reporting Person.
|
|||
Cathay Investment Fund, Ltd.
|
||||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||
(a) ¨
|
||||
(b) ý
|
||||
3
|
SEC Use Only
|
|||
4
|
Citizenship or Place of Organization
|
|||
Cayman Islands
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5
|
Sole Voting Power
|
||
137,720
|
||||
6
|
Shared Voting Power
|
|||
0
|
||||
7
|
Sole Dispositive Power
|
|||
137,720
|
||||
8
|
Shared Dispositive Power
|
|||
0
|
||||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|||
137,7201
|
||||
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|||
11
|
Percent of Class Represented by Amount in Row (9)
|
|||
0.0%2
|
||||
12
|
Type of Reporting Person (See Instructions)
|
|||
CO
|
CUSIP No. G2352K108
|
||||
1
|
Name of Reporting Person.
|
|||
New China Investment Management, Inc.
|
||||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||
(a) ¨
|
||||
(b) ý
|
||||
3
|
SEC Use Only
|
|||
4
|
Citizenship or Place of Organization
|
|||
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5
|
Sole Voting Power
|
||
137,720
|
||||
6
|
Shared Voting Power
|
|||
0
|
||||
7
|
Sole Dispositive Power
|
|||
137,720
|
||||
8
|
Shared Dispositive Power
|
|||
0
|
||||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|||
137,7203
|
||||
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|||
11
|
Percent of Class Represented by Amount in Row (9)
|
|||
0.0%4
|
||||
12
|
Type of Reporting Person (See Instructions)
|
|||
CO
|
CUSIP No. G2352K108
|
||||
1
|
Name of Reporting Person.
|
|||
Paloma Partners LLC
|
||||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||
(a) ¨
|
||||
(b) ý
|
||||
3
|
SEC Use Only
|
|||
4
|
Citizenship or Place of Organization
|
|||
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5
|
Sole Voting Power
|
||
0
|
||||
6
|
Shared Voting Power
|
|||
7,407,940
|
||||
7
|
Sole Dispositive Power
|
|||
0
|
||||
8
|
Shared Dispositive Power
|
|||
7,407,940
|
||||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|||
7,407,9405
|
||||
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|||
11
|
Percent of Class Represented by Amount in Row (9)
|
|||
0.8%6
|
||||
12
|
Type of Reporting Person (See Instructions)
|
|||
PN
|
CUSIP No. G2352K108
|
||||
1
|
Name of Reporting Person.
|
|||
Paloma International Limited
|
||||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||
(a) ¨
|
||||
(b) ý
|
||||
3
|
SEC Use Only
|
|||
4
|
Citizenship or Place of Organization
|
|||
Bermuda
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5
|
Sole Voting Power
|
||
0
|
||||
6
|
Shared Voting Power
|
|||
3,961,180
|
||||
7
|
Sole Dispositive Power
|
|||
0
|
||||
8
|
Shared Dispositive Power
|
|||
3,961,180
|
||||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|||
3,961,1807
|
||||
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|||
11
|
Percent of Class Represented by Amount in Row (9)
|
|||
0.4%8
|
||||
12
|
Type of Reporting Person (See Instructions)
|
|||
OO
|
CUSIP No. G2352K108
|
||||
1
|
Name of Reporting Person.
|
|||
Trust Asset Management, LLP
|
||||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||
(a) ¨
|
||||
(b) ý
|
||||
3
|
SEC Use Only
|
|||
4
|
Citizenship or Place of Organization
|
|||
United States Virgin Islands
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5
|
Sole Voting Power
|
||
0
|
||||
6
|
Shared Voting Power
|
|||
11,369,120
|
||||
7
|
Sole Dispositive Power
|
|||
0
|
||||
8
|
Shared Dispositive Power
|
|||
11,369,120
|
||||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|||
11,369,1209
|
||||
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|||
11
|
Percent of Class Represented by Amount in Row (9)
|
|||
1.2%10
|
||||
12
|
Type of Reporting Person (See Instructions)
|
|||
PN
|
CUSIP No. G2352K108
|
||||
1
|
Name of Reporting Person.
|
|||
S. Donald Sussman
|
||||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||
(a) ¨
|
||||
(b) ý
|
||||
3
|
SEC Use Only
|
|||
4
|
Citizenship or Place of Organization
|
|||
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5
|
Sole Voting Power
|
||
23,679,340
|
||||
6
|
Shared Voting Power
|
|||
11,506,840
|
||||
7
|
Sole Dispositive Power
|
|||
23,679,340
|
||||
8
|
Shared Dispositive Power
|
|||
11,506,840
|
||||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|||
35,186,18011
|
||||
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|||
11
|
Percent of Class Represented by Amount in Row (9)
|
|||
3.9%12
|
||||
12
|
Type of Reporting Person (See Instructions)
|
|||
IN
|
CUSIP No. G2352K108
|
||||
1
|
Name of Reporting Person.
|
|||
Paul S. Wolansky
|
||||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||
(a) ¨
|
||||
(b) ý
|
||||
3
|
SEC Use Only
|
|||
4
|
Citizenship or Place of Organization
|
|||
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5
|
Sole Voting Power
|
||
11,719,820
|
||||
6
|
Shared Voting Power
|
|||
137,720
|
||||
7
|
Sole Dispositive Power
|
|||
11,719,820
|
||||
8
|
Shared Dispositive Power
|
|||
137,720
|
||||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|||
11,857,54013
|
||||
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|||
11
|
Percent of Class Represented by Amount in Row (9)
|
|||
1.3%14
|
||||
12
|
Type of Reporting Person (See Instructions)
|
|||
IN
|
Item 1.
|
(a) |
Name of Issuer:
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
Item 2.
|
(a)
|
Name of Person Filing:
|
|
Cathay Auto Services Limited
Cathay Investment Fund, Ltd.
New China Investment Management, Inc.
Paloma Partners LLC
Paloma International Limited
Trust Asset Management, LLP
S. Donald Sussman
Paul S. Wolansky
|
(b)
|
Address of Principal Business Office, or if None, Residence:
|
|
Cathay Auto Services Limited
14th Floor, St. John’s Bldg.
33 Garden Road
Hong Kong
Cathay Investment Fund, Ltd.
New China Investment Management, Inc.
Paul S. Wolansky
One Dock Street
Stamford, CT 06902
Paloma Partners LLC
Two American Lane
Greenwich, CT
06836-2571
Paloma International Limited
c/o Harbour Financial Services Limited
Victoria Place, 31 Victoria Street
Hamilton HM10
Bermuda
S. Donald Sussman
Trust Asset Management, LLP
6100 Red Hook Quarters, Suite C1-C6
St. Thomas, United States Virgin Islands 00802-1348
|
(c)
|
Citizenship:
|
|
Cathay Auto – British Virgin Islands
CIF – Cayman Islands
NCIM – Delaware
Paloma Partners LLC – Delaware
Paloma International Limited – Bermuda
Trust Asset Management, LLP – United States Virgin Islands
S. Donald Sussman – United States
Paul S. Wolansky – United States
|
(d)
|
Title of Class of Securities:
|
(e)
|
CUSIP Number:
|
Item 3.
|
Not Applicable
|
Item 4.
|
Ownership:
|
Reporting Person
|
Amount beneficially owned:
|
Percent of class:
|
Sole power to vote or direct the vote:
|
Shared power to vote or to direct the vote:
|
Sole power to dispose or to direct the disposition of:
|
Shared power to dispose or to direct the disposition of:
|
Cathay Auto Services Limited (1)
|
0
|
0.0%
|
0
|
0
|
0
|
0
|
Cathay Investment Fund, Ltd. (2)
|
137,720
|
0.0%
|
137,720
|
0
|
137,720
|
0
|
New China Investment Management, Inc. (3)
|
137,720
|
0.0%
|
137,720
|
0
|
137,720
|
0
|
Paloma Partners LLC (4)
|
7,407,940
|
0.8%
|
0
|
7,407,940
|
0
|
7,407,940
|
Paloma International Limited (5)
|
3,961,180
|
0.4%
|
0
|
3,961,180
|
0
|
3,961,180
|
Trust Asset Management, LLP (6)
|
11,369,120
|
1.2%
|
0
|
11,369,120
|
0
|
11,369,120
|
S. Donald Sussman (7)
|
35,186,180
|
3.9%
|
23,679,340
|
11,506,840
|
23,679,340
|
11,506,840
|
Paul S. Wolansky (8)
|
11,857,540
|
1.3%
|
11,719,820
|
137,720
|
11,719,820
|
137,720
|
(1)
|
Cathay Auto Services Limited (“Cathay Auto”) no longer owns any ordinary shares of the Issuer. On May 25, 2010, Cathay Auto converted 120,705,286 ordinary shares of the Issuer into 6,035,264 American Depository Shares, each representing 20 ordinary shares of the Issuer, and in connection with this conversion such American Depository Shares were registered in the name of Cathay Auto’s sole shareholder, Cathay Investment Fund, Ltd (“CIF”). After such conversion, Cathay Auto no longer owned any ordinary shares of the Issuer.
|
(2)
|
CIF is the record owner of 137,720 ordinary shares of the Issuer, in the form of American Depository Shares. On March, 23, 2010, CIF sold 197,706 American Depository Shares, representing 3,954,120 ordinary shares of the Issuer. On April, 15, 2010, CIF sold 17,974 American Depository Shares, representing 359,480 ordinary shares of the Issuer. On May 3, 2010, CIF sold 5,000 American Depository Shares, representing 100,000 ordinary shares of the Issuer. In connection with the conversion of ordinary shares of the Issuer to American Depository Shares described in Note (1) above, 6,035,264 American Depository Shares were registered in the name of CIF. CIF subsequently distributed to its shareholders 5,931,016 American Depository Shares in May 2010, 32,995 American Depository Shares in June 2010, and 113,017 American Depository Shares in July 2010, representing in aggregate 121,540,560 ordinary shares of the Issuer. CIF also distributed 393,665 American Depository Shares, representing 7,873,300 ordinary shares of the Issuer, to New China Management Corp. on May 27, 2010. After such sales and distributions, CIF owns 137,720 ordinary shares of the Issuer, in the form of American Depository Shares.
|
(3)
|
New China Investment Management, Inc. (“NCIM”), as the investment manager of CIF, has the power to direct the voting and disposition of shares directly and indirectly held by CIF. Pursuant to Section 13(d) of the Act, and the rules promulgated thereunder, NCIM may be deemed to beneficially own all of the ordinary shares of the Issuer held by CIF.
|
(4)
|
Paloma Partners LLC (“Paloma Partners”) is the record owner of 7,407,940 ordinary shares of the Issuer (in the form of American Depository Shares). Paloma Partners received 12,862,320 ordinary shares (in the form of American Depository Shares) via distributions by CIF (as described above in (2)) and sold 5,454,380 ordinary shares (in the form of American Depository Shares) between the date of distribution and October 28, 2010.
|
(5)
|
Paloma International Limited (“Paloma Limited”) is the record owner of 3,961,180 ordinary shares of the Issuer (in the form of American Depository Shares). Paloma Limited received 6,879,220 ordinary shares (in the form of American Depository Shares) via distributions by CIF (as described above in (2)) and sold 2,918,040 ordinary shares (in the form of American Depository Shares) between the date of distribution and October 28, 2010.
|
(6)
|
Trust Asset Management, LLP (“TAM”), as managing member of Paloma Partners and trading advisor to Paloma Limited, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the ordinary shares of the Issuer directly held by Paloma Partners and Paloma Limited.
|
(7)
|
The 35,186,180 ordinary shares of the Issuer listed as being beneficially owned by S. Donald Sussman consist of (i) 15,097,460 ordinary shares in the form of American Depository Shares, directly held by Mr. Sussman, (ii) 4,289,460 ordinary shares in the form of American Depository Shares, held by a grantor retained annuity trust (the “GRAT”), of which Mr. Sussman is a co-trustee, (iii) 4,292,420 ordinary shares in the form of American Depository Shares, held by Caremi Partners Ltd. (“Caremi”), of which Mr. Sussman is the sole shareholder, (iv) 7,407,940 ordinary shares in the form of American Depository Shares, directly held by Paloma Partners, (v) 3,961,180 ordinary shares in the form of American Depository Shares, directly held by Paloma Limited, and (vi) 137,720 ordinary shares in the form of American Depository Shares, directly held by CIF. On May 27, 2010, Mr. Sussman received a distribution of 7,864,840 ordinary shares, in the form of American Depositary Shares, from CIF. On June 24, 2010, Caremi received a distribution of 4,292,420 ordinary shares, in the form of American Depositary Shares, from CIF. On August 30, 2010, Mr. Sussman received 1,978,380 ordinary shares, in the form of American Depositary Shares, from the GRAT. On September 28, 2010, Mr. Sussman received a distribution of 3,542,980 ordinary shares, in the form of American Depositary Shares, from New China Management Corp. Mr. Sussman owns 50% of the total outstanding shares of NCIM. Mr. Sussman, directly and/or indirectly, owns and controls TAM and is President of TAM’s managing member. Pursuant to Section 13(d) of the Act and the rules thereunder, Mr. Sussman may be deemed to beneficially own all of the ordinary shares of the Issuer held by Paloma Partners, Paloma Limited, the GRAT, Caremi and CIF.
|
|
(8)
|
The 11,857,540 ordinary shares of the Issuer beneficially owned by Paul S. Wolansky consist of (i) 11,719,820 ordinary shares in the form of American Depository Shares, directly held by Mr. Wolansky and (ii) 137,720 ordinary shares in the form of American Depository Shares, directly held by CIF. On May 27, 2010, Mr. Wolansky received a distribution of 7,864,840 ordinary shares, in the form of American Depository Shares, from CIF. On September 23, 2010, Mr. Wolansky purchased 3,542,980 ordinary shares, in the form of American Depository Shares, from New China Management Corp. Mr. Wolansky owns 50% of the total outstanding shares of NCIM. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, Mr. Wolansky may be deemed to beneficially own all of the ordinary shares of the Issuer held by CIF.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
Item 10.
|
Certification.
|
Dated: January 11, 2012
|
PALOMA PARTNERS LLC
|
By: Trust Asset Management, LLP, its managing member
|
By: Capital Asset Management, Inc., its managing partner
|
By: /s/ S. Donald Sussman
Name: S. Donald Sussman
Title: President
|
PALOMA INTERNATIONAL LIMITED
|
By: Trust Asset Management, LLP, its trading advisor
|
By: Capital Asset Management, Inc., its managing partner
|
By: /s/ S. Donald Sussman
Name: S. Donald Sussman
Title: President
|
TRUST ASSET MANAGEMENT, LLP
|
By: Capital Asset Management, Inc., its managing partner
|
By: /s/ S. Donald Sussman
Name: S. Donald Sussman
Title: President
|
S. DONALD SUSSMAN
/s/ S. Donald Sussman
|
CATHAY AUTO SERVICES LIMITED
|
By: /s/Paul S. Wolansky
|
Name: Paul S. Wolansky
|
Title: Director
|
CATHAY INVESTMENT FUND, LTD.
|
By: /s/Paul S. Wolansky
|
Name: Paul S. Wolansky
|
Title: Director
|
NEW CHINA INVESTMENT MANAGEMENT, INC.
|
By: /s/Paul S. Wolansky
|
Name: Paul S. Wolansky
|
Title: Chairman
|
PAUL S. WOLANSKY
|
/s/Paul S. Wolansky
|
Exhibit No.
|
Description
|
99.1
|
Joint Filing Agreement
|
PALOMA PARTNERS LLC
|
By: Trust Asset Management, LLP, its managing member
|
By: Capital Asset Management, Inc., its managing partner
|
By: /s/ S. Donald Sussman
Name: S. Donald Sussman
Title: President
|
PALOMA INTERNATIONAL LIMITED
|
By: Trust Asset Management, LLP, its trading advisor
|
By: Capital Asset Management, Inc., its managing partner
|
By: /s/ S. Donald Sussman
Name: S. Donald Sussman
Title: President
|
TRUST ASSET MANAGEMENT, LLP
|
By: Capital Asset Management, Inc., its managing partner
|
By: /s/ S. Donald Sussman
Name: S. Donald Sussman
Title: President
|
S. DONALD SUSSMAN
/s/ S. Donald Sussman
|
CATHAY AUTO SERVICES LIMITED
|
By: /s/Paul S. Wolansky
|
Name: Paul S. Wolansky
|
Title: Director
|
CATHAY INVESTMENT FUND, LTD.
|
By: /s/Paul S. Wolansky
|
Name: Paul S. Wolansky
|
Title: Director
|
NEW CHINA INVESTMENT MANAGEMENT, INC.
|
By: /s/Paul S. Wolansky
|
Name: Paul S. Wolansky
|
Title: Chairman
|
PAUL S. WOLANSKY
|
/s/Paul S. Wolansky
|