-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FYQK6GsaJyXLOtmzlN+eP1/o+Vkwzh3CPB8/BA/UH6530xQPB3dcdiTOonmpgwB5 GHrXl8EM+uBMqAHc9OnfcA== 0001021408-02-001958.txt : 20020414 0001021408-02-001958.hdr.sgml : 20020414 ACCESSION NUMBER: 0001021408-02-001958 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASIAINFO HOLDINGS INC CENTRAL INDEX KEY: 0001100969 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 752506390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60757 FILM NUMBER: 02539470 BUSINESS ADDRESS: STREET 1: 4TH FLOOR LIGONG SCIENCE & TECHNOLOGY CE STREET 2: 11 BACHINGJAO RD HONDIAN DISTRICK CITY: BEUJING CHINA STATE: F4 ZIP: 100091 BUSINESS PHONE: 0118610684 MAIL ADDRESS: STREET 1: 4TH FL LIGONG SCIENCE & TECHNOLOGY CTR STREET 2: 11 BACHIGJAO RD HONDIAG DISTRICT CITY: BEIJING CHINA ZIP: 100091 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TIAN EDWARD CENTRAL INDEX KEY: 0001134725 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4/F ZHONGDIAN INFO TWR #6 ZHONGGUANAIN S STREET 2: HAIDIAN DISTRICT BEIJING CITY: 100086 PRC BUSINESS PHONE: 861062501658 MAIL ADDRESS: STREET 1: 4/F ZHONGDIAN INFO TWR #6 ZHONGGUANAIN S STREET 2: HAIDIAN DISTRICT BEIJING CITY: 100086 PRC SC 13G 1 dsc13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ASIAINFO HOLDINGS, INC. - ----------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - ----------------------------------------------------------------------------- (Title of Class of Securities) 04518A104 - ----------------------------------------------------------------------------- (CUSIP Number) December 31, 2001 - ----------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [_] Rule 13d-1(c) [X] Rule 13d-1(d) * 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 the disclosures provided in a prior cover page. The information required in 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). SCHEDULE 13G - -------------------------- --------------------- CUSIP No. 04518A104 Page 2 of 4 Pages - -------------------------- --------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS 1. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edward Tian - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2. (a) [_] (b) [X] - -------------------------------------------------------------------------------- SEC USE ONLY 3. - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4. The People's Republic of China - -------------------------------------------------------------------------------- SOLE VOTING POWER 5. NUMBER OF 1,215,465 shares held directly by Edward Tian; 234,760 shares held in the S.T. China 2000 Qualified Grantor Retained Annuity Trust for the benefit of Edward Tian and his family; 234,760 shares held in the Q.K. 2000 Qualified Grantor Retained Annuity Trust for the benefit of Edward Tian and his family; 4,000 shares held in a revocable trust for the benefit of Edward Tian's daughter, Stephanie Tian; 751,225 shares held by Goldman Sachs as a guaranty; 750,000 shares held by Morgan Stanley & Company as a guaranty; options to acquire beneficial ownership of 1,460,000 shares that are currently exercisable or will become exercisable within 60 days after December 31, 2001. SHARES ------------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6. 512,240 shares held by Edward Tian's wife, Qin Kong; 1,200,000 shares held by AIFF Associates LLC, a limited liability company. Edward Tian is a member of the Board of Managers which has voting power over the OWNED BY shares. ------------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7. REPORTING 1,215,465 shares held directly by Edward Tian; 234,760 shares held in the S.T. China 2000 Qualified Grantor Retained Annuity Trust for the benefit of Edward Tian and his family; 234,760 shares held in the Q.K. 2000 Qualified Grantor Retained Annuity Trust for the benefit of Edward Tian and his family; 4,000 shares held in a revocable trust for the benefit of Edward Tian's daughter, Stephanie Tian; 751,225 shares held by Goldman Sachs as a guaranty; 750,000 shares held by Morgan Stanley & Company as a guaranty; options to acquire beneficial ownership of 1,460,000 shares that are currently exercisable or will become exercisable within 60 days after December 31, 2001. PERSON ------------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8. 512,240 shares held by Edward Tian's wife, Qin Kong; 1,200,000 shares held by AIFF Associates LLC, a limited liability company. Edward Tian is a member of the Board of Managers which has dispositive power over the shares. - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9. 6,362,450 - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10. [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11. 14.6% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 12. IN - -------------------------------------------------------------------------------- Item 1(a). Name of Issuer. -------------- AsiaInfo Holdings, Inc. Item 1(b). Address of Issuer's Principal Executive Offices. ----------------------------------------------- 4/th/ Floor Zhongdian Information Tower No. 6 Zhongguancun South Street, Haidian District Beijing 100086, China Item 2(a). Name of Person Filing. --------------------- Edward Tian Item 2(b). Address of Principal Business Office or, if None, Residence. ----------------------------------------------------------- 9 Vista Road Mill Valley, CA 94941 U.S.A. Item 2(c). Citizenship. ----------- The People's Republic of China Item 2(d). Title of Class of Securities. ---------------------------- Common Stock Item 2(e). CUSIP Number. ------------ 04518A104 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), ------------------------------------------------------------------- check whether the person filing is a: ------------------------------------ (a) [_] Broker or dealer registered under Section 15 of the Act, (b) [_] Bank as defined in Section 3(a) (6) of the Act, (c) [_] Insurance Company as defined in Section 3(a) (19) of the Act, (d) [_] Investment Company registered under Section 8 of the Investment Company Act, (e) [_] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, (f) [_] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 13d-1(b) (1) (ii) (F), (g) [_] Parent Holding Company, in accordance with Rule 13d-1(b) (ii) (G); see Item 7, (h) [_] Group, in accordance with Rule 13d-1(b) (1) (ii) (H). Item 4. Ownership. --------- (a) Amount beneficially owned: 6,362,450 (b) Percent of class: 14.6% (c) Number of shares as to which such person has: Page 3 of 4 (i) Sole power to vote or to direct the vote: See row 5 of cover page. (ii) Shared power to vote or to direct the vote: See row 6 of cover page. (iii) Sole power to dispose or to direct the disposition: See row 7 of cover page. (iv) Shared power to dispose or to direct the disposition of: See row 8 of cover page. Item 5. Ownership of Five Percent or Less of the Class. ---------------------------------------------- If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. --------------------------------------------------------------- Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the ---------------------------------------------------------------------- Security Being Reported on by the Parent Holding Company. -------------------------------------------------------- Not Applicable. Item 8. Identification and Classification of Members of the Group. --------------------------------------------------------- Not Applicable. Item 9. Notice of Dissolution of Group. ------------------------------ Not Applicable. Item 10. Certification. ------------- Not Applicable. 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: February 13, 2002. ----------- /s/ Jennifer Song -------------------------------- Name: Jennifer Song Title: Attorney-in-fact Page 4 of 4 INDEX TO EXHIBITS Exhibit No. Exhibit - ----------- ------- 99.1 Power of Attorney, dated February 7, 2002, relating to Edward Tian. EX-99.1 3 dex991.txt POWER OF ATTORNEY Exhibit (99.1) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Edward Tian, residing at 9 Vista Road, Mill Valley, California 94941, do hereby constitute and appoint Jennifer Song of Clifford Chance Rogers & Wells LLP my true and lawful attorney-in-fact and agent with full power of substitution for me and in my name, place and stead, in any and all capacities to sign any and all forms necessary to comply with my reporting obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended from time to time, and to file the same, with all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as I could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue thereof. Dated: February 7, 2002 ---------- /s/ Edward Tian -------------------------- Name: Edward Tian -----END PRIVACY-ENHANCED MESSAGE-----