0001204459-11-002425.txt : 20110830 0001204459-11-002425.hdr.sgml : 20110830 20110830162002 ACCESSION NUMBER: 0001204459-11-002425 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20110830 DATE AS OF CHANGE: 20110830 GROUP MEMBERS: EAST ACTION INVESTMENT HOLDINGS LTD. GROUP MEMBERS: KARMEN INVESTMENT HOLDINGS LIMITED FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Xia Shudong CENTRAL INDEX KEY: 0001398569 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: INTRA-ASIA ENT. CORP, 07 FL E-WING CTR STREET 2: NO 113 ZHICHUNLU, HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100086 FORMER COMPANY: FORMER CONFORMED NAME: Shudong Xia DATE OF NAME CHANGE: 20070504 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China TransInfo Technology Corp. CENTRAL INDEX KEY: 0001081206 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 870616524 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79105 FILM NUMBER: 111066038 BUSINESS ADDRESS: STREET 1: 9TH FLOOR, VISION BUILDING STREET 2: NO. 39 XUEYUANLU, HAIDIAN DISTRICT CITY: BEIJING, STATE: F4 ZIP: 100086 BUSINESS PHONE: (86) 10-51691999 MAIL ADDRESS: STREET 1: 9TH FLOOR, VISION BUILDING STREET 2: NO. 39 XUEYUANLU, HAIDIAN DISTRICT CITY: BEIJING, STATE: F4 ZIP: 100086 FORMER COMPANY: FORMER CONFORMED NAME: INTRA ASIA ENTERTAINMENT CORP DATE OF NAME CHANGE: 20040106 FORMER COMPANY: FORMER CONFORMED NAME: GLOTECH INDUSTRIES INC DATE OF NAME CHANGE: 20030409 FORMER COMPANY: FORMER CONFORMED NAME: R & R RANCHING INC DATE OF NAME CHANGE: 19990305 SC 13D/A 1 schedule13da.htm SCHEDULE 13D/A China Transinfo Technology Corp.: Schedule 13D/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________

SCHEDULE 13D/A
(Amendment No. 8)

CHINA TRANSINFO TECHNOLOGY CORP.
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)

169453 10 7
(CUSIP Number)

Shudong Xia
9th Floor, Vision Building,
No. 39 Xueyuanlu, Haidian District,
Beijing, China 100191
 
Copies to
Louis A. Bevilacqua
Pillsbury Winthrop Shaw Pittman LLP
2300 N Street, NW
Washington, DC 20037
(202) 663-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 26, 2011
(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 [ ].


CUSIP NO: 169453 10 7

1. NAMES OF REPORTING PERSONS
  IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
  Karmen Investment Holdings Limited
   
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                (a) [_]
                                                       (b) [X]
   
3. SEC USE ONLY
   
   
4. SOURCE OF FUNDS
   
  SC
   
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 7. SOLE VOTING POWER  
SHARES      
BENEFICIALLY 8. SHARED VOTING POWER 6,005,242 shares of common stock (1)
OWNED BY      
EACH 9. SOLE DISPOSITIVE POWER  
REPORTING      
PERSON WITH 10. SHARED DISPOSITIVE POWER 6,005,242 shares of common stock (1)
       
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,005,242 shares of common stock (1)  
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES   [X] (2)
   
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  23.76% (2)
   
14. TYPE OF REPORTING PERSON
  CO

(1) Includes 6,005,242 shares of our common stock owned by Karmen Investment Holdings Limited (“Karmen”), which is wholly-owned by East Action Investment Holdings Ltd. (“East Action”) of which Shudong Xia is the sole owner. Mr. Xia may be deemed to be a beneficial owner of the shares held by Karmen.

(2) All percentages set forth herein are based upon 25,270,069 shares of our common stock outstanding as of the date of this Amendment No. 8. In addition, notwithstanding the fact that Karmen is a party to the Voting Agreement (as defined below) and as a result, the reporting persons herein may be deemed to constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, each reporting person disclaims beneficial ownership of any securities held by any persons not a reporting person herein.

2


CUSIP NO: 169453 10 7

1. NAMES OF REPORTING PERSONS
   
  IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
  East Action Investment Holdings Ltd.
   
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
          (b) [ X ]
   
3. SEC USE ONLY
   
   
4. SOURCE OF FUNDS
   
  SC
   
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 7. SOLE VOTING POWER    
SHARES        
BENEFICIALLY  8. SHARED VOTING POWER 6,005,242 shares of common stock (1)
OWNED BY        
EACH 9. SOLE DISPOSITIVE POWER    
REPORTING        
PERSON WITH 10. SHARED DISPOSITIVE POWER
 
6,005,242 shares of common stock (1)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,005,242 shares of common stock (1)
   
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES     [X] (2)
   
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  23.76% (2)
   
14. TYPE OF REPORTING PERSON
   
  CO

(1) Includes 6,005,242 shares of our common stock owned by Karmen, which is wholly-owned by East Action of which Shudong Xia is the sole owner. Mr. Xia may be deemed to be a beneficial owner of the shares held by Karmen.

(2) All percentages set forth herein are based upon 25,270,069 shares of our common stock outstanding as of the date of this Amendment No. 8. In addition, notwithstanding the fact that Karmen is a party to the Voting Agreement (as defined below) and as a result, the reporting persons herein may be deemed to constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, each reporting person disclaims beneficial ownership of any securities held by any persons not a reporting person herein.

3


CUSIP NO: 169453 10 7

1. NAMES OF REPORTING PERSONS
  IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
  Shudong Xia
   
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
          (b) [ X ]
   
3. SEC USE ONLY
   
   
4. SOURCE OF FUNDS
   
  SC, 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
   
  People’s Republic of China
   
NUMBER OF 7. SOLE VOTING POWER 6,494,229 shares of common stock (1)
SHARES        
BENEFICIALLY 8. SHARED VOTING POWER    
OWNED BY        
EACH 9. SOLE DISPOSITIVE POWER 6,494,229 shares of common stock (1)  
REPORTING        
PERSON WITH 10. SHARED DISPOSITIVE POWER    
         
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,494,229 shares of common stock (1)
   
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES     [X] (2)
   
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  25.70% (2)
   
14. TYPE OF REPORTING PERSON
   
  IN

(1) Includes 6,005,242 shares of our common stock owned by Karmen, which is wholly-owned by East Action of which Shudong Xia is the sole owner and 400,000 shares individually owned by Mr. Xia. Mr. Xia may be deemed to be a beneficial owner of the shares held by Karmen.

(2) All percentages set forth herein are based upon 25,270,069 shares of our common stock outstanding as of the date of this Amendment No. 8. In addition, notwithstanding the fact that Karmen is a party to the Voting Agreement (as defined below) and as a result, the reporting persons herein may be deemed to constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, each reporting person disclaims beneficial ownership of any securities held by any persons not a reporting person herein.

4

 


This Amendment No. 8 to Schedule 13D ("Amendment No. 8") relates to the common stock, par value $0.001 per share (the "Common Stock"), of China TransInfo Technology Corp., a Nevada corporation (the "Company"). This Amendment No. 8 is being filed jointly by Karmen, East Action and Shudong Xia (collectively, the "Reporting Persons") to amend and supplement the Items set forth below of the Reporting Persons’ Schedule 13D previously filed with the Securities and Exchange Commission (the "SEC") on May 15, 2007, as amended on September 3, 2008, April 26, 2010, March 9, 2011, March 16, 2011, March 24, 2011, April 15, 2011 and May 10, 2011 (collectively, "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 last amendment to Schedule 13D on May 10, 2011, Shudong Xia has acquired additional 88,987 shares of Common Stock for an aggregate purchase price of $285,927 as of the close of business on August 29, 2011. Such purchases were funded from Shudong Xia’s personal funds.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and restated as follows:

Pursuant to a certain Share Exchange Agreement, dated as of May 14, 2007 (the "Share Exchange Agreement"), by and among the Company, Cabowise International Ltd., a British Virgin Islands company ("Cabowise"), Weicheng International Inc., a California corporation, Foster Growth Ltd., a British Virgin Islands company, and all of the stockholders of Cabowise, 50,000,000 ordinary shares of Cabowise were exchanged for 10,841,492 shares of the Company's Common Stock. Karmen, which owned 88.24% of Cabowise, received 9,566,532 shares of the Common Stock. Because Shudong Xia owned 68% of East Action, which, in turn, owned 100 percent of Karmen, Mr. Xia may be deemed to beneficially own 100% of the 9,566,532 shares of Common Stock held by Karmen even though Mr. Xia did not have economic rights to 32% of those shares which economic rights were held by Danxia Huang, Zhibin Lai, Zhiping Zhang and Mao Pan (collectively, the "Other Shareholders").

On July 17, 2008, the Company and its then 95% owned Chinese subsidiary, Beijing PKU Chinafront High Technology Co., Ltd. entered into a securities purchase agreement (the "Purchase Agreement") with SAIF Partners III L.P. ("SAIF"). Under the Purchase Agreement, the Company issued and sold to SAIF 2,586,207 shares of the Company's Common Stock (the "Shares") at a price per share of $5.80 for an aggregate purchase price of $15.0 million. In connection with the Purchase Agreement, the Company and its two major shareholders of the Company, Karmen and Leguna Verde Investments Limited ("Leguna"), entered into a voting agreement (the "Voting Agreement") with SAIF, pursuant to which, among other things, the Company agreed to ensure the election of two new directors within a pre-defined period. In addition, under the Voting Agreement, Karmen, Leguna and SAIF agreed, during the term of the Voting Agreement, to vote, or cause to be voted, all shares owned by them, to ensure that the individual designated by SAIF will be elected as a director of the Company.

On March 22, 2010, the Board of Directors of Karmen adopted resolutions relating to the distribution of 3,561,290 shares of the Common Stock held by Karmen to its sole shareholder, East Action. The purpose of the distribution was to allow East Action to then distribute those shares to Mr. Xia and the Other Shareholders. In the case of the Other Shareholders, the distribution constituted their entire economic interest in Company Common Stock that was held by East Action and Karmen and allows the Other Shareholders to hold those shares directly instead of indirectly through East Action and Karmen. Accordingly, on March 22, 2010, East Action entered into a redemption agreement (the "Redemption Agreement") with all of the Other Shareholders, pursuant to which, the Other Shareholders tendered an aggregate of 16,000 ordinary shares, par value $1.00 per share, of East Action in exchange for an aggregate of 3,061,290 shares of the Common Stock. In addition, pursuant to the Redemption Agreement, East Action redeemed 2,613 ordinary shares from Mr. Xia in exchange for 500,000 shares of the Common Stock, which Mr. Xia then gifted to another individual. As a result of the transactions described above, Shudong Xia now solely wholly owns East Action, which, in turn, wholly owns Karmen. Mr. Xia may be deemed to be a beneficial owner of the 6,005,242 shares of Common Stock held by Karmen.

5


Shudong Xia entered into an agreement, designed to satisfy the requirements of Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (“Rule 10b5-1”), to purchase additional shares of Common Stock. The agreement dated December 22, 2010 between Shudong Xia and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Broker”), authorized the Broker to purchase on behalf of Shudong Xia, during the period between February 24, 2011 and February 24, 2012 (the “Purchase Period”), up to 400,000 shares of Common Stock on the open market at prevailing market prices and subject to a maximum price condition (the “Merrill Lynch Rule 10b5-1 Purchase Plan”). As of the close of business on May 9, 2011, Shudong Xia had purchased in the aggregate 400,000 shares of Common Stock pursuant to the Merrill Lynch Rule 10b5-1 Purchase Plan and as a result, the Merrill Lynch Rule 10b5-1 Purchase Plan was terminated. A copy of the Rule 10b5-1 Purchase Plan was filed as Exhibit 99.5 to Amendment No. 3 to Schedule 13D on March 9, 2011 and is incorporated herein by reference.

On June 22, 2011, Mr. Xia entered into another purchase agreement in accordance with Rule 10b5-1 with Roth Capital Partners, LLC (“Roth”), pursuant to which Roth was authorized to purchase on behalf of Mr. Xia, up to 750,000 shares of Common Stock on the open market at prevailing market prices and subject to a maximum price condition, during the period between August 22, 2011 and August 22, 2012 (the “Roth Rule 10b5-1 Purchase Plan”). As of the close of business on August 29, 2011, Mr. Xia had purchased an aggregate of 54,787 shares of Common Stock pursuant to the Roth Rule 10b5-1 Purchase Plan. A copy of the Roth Rule 10b5-1 Purchase Plan is attached hereto as Exhibit 99.6 and is incorporated herein by reference.

Other than as described above in this Item 4 or as would occur upon completion of any of the actions discussed herein, including in any Exhibits hereto, the Reporting Persons have made no proposals, and have entered into no agreements, which would be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

(a) – (b) As of the date of this Amendment No. 8, Karmen beneficially owns 6,005,242 shares of the Common Stock, representing 23.76% of the outstanding shares of the Company. Shudong Xia and East Action may be deemed to be beneficial owners for purposes of filing this Amendment No. 8, each of which disclaims beneficial ownership in such shares, except to the extent of their pecuniary interest therein. By virtue of his direct and indirect control of Karmen and East Action, Shudong Xia is deemed to have sole voting and dispositive powers with respect to the shares of Common Stock beneficially owned by Karmen, as to which East Action and Karmen are deemed to have shared voting and dispositive powers.

Karmen may be deemed to have formed a “group” with Leguna and SAIF and therefore all of the Reporting Persons may be deemed to have beneficial ownership over a total of 11,431,612 shares of the Company’s Common Stock, thus having beneficial ownership of approximately 45.24% of the shares of the Company’s Common Stock.

Notwithstanding the fact that Karmen is a party to the Voting Agreement and as a result, the Reporting Persons herein may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any securities held by any persons not a Reporting Person herein.

6


In addition, as of the close of business on August 29, 2011, Shudong Xia individually owns 488,987 shares of Common Stock representing 1.94% of the outstanding shares of the Company, as to which he has sole voting and dispositive powers.

(c) During the past 60 days, pursuant to the Roth Rule 10b5-1 Purchase Plan, Shudong Xia acquired an aggregate of 54,787 shares of Common Stock for an aggregate purchase price of $172,691. A list of the transactions in the Company’s Common Stock that were effected by Shudong Xia during the past 60 days is attached hereto as Exhibit 99.7.

(d) None.

(e) Not applicable.

Item 7. Material to be Filed as Exhibits.

Exhibit No. Description
99.1

Joint Filing Agreement

99.2

Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of Issuer’s Form 8-K filed July 18, 2008)

99.3

Registration Rights Agreement (incorporated by reference to Exhibit 4.1 of Issuer’s Form 8-K filed July 18, 2008)

99.4

Voting Agreement (incorporated by reference to Exhibit 10.2 of Issuer’s Form 8-K filed July 18, 2008)

99.5

Rule 10b5-1 Purchase Plan between Shudong Xia and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated December 22, 2010 (incorporated by reference to Exhibit 99.5 to Amendment No. 3 to Schedule 13D filed March 9, 2011)

99.6

Rule 10b5-1 Purchase Plan between Shudong Xia and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated December 22, 2010

99.7

List of the Transactions during the past 60 Days

7


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: August 30, 2011

Karmen Investment Holdings Limited East Action Investment Holdings Ltd.
   
By: /s/ Shudong Xia By: /s/ Shudong Xia
       Shudong Xia          Shudong Xia
       Director          Director
   
   
/s/ Shudong Xia  
Shudong Xia  

8


EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 China Transinfo Technology Corp.: Exhibit 99.1 - Filed by newsfilecorp.com

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, to file a joint statement on Schedule 13D (including amendments thereto) pertaining to their beneficial ownership of shares of Common Stock of China TransInfo Technology Corp.

This agreement may be terminated for any reason by any party hereto immediately upon the personal delivery or facsimile transmission of notice to that effect to the other parties hereto.

Date: August 30, 2011

Karmen Investment Holdings Limited East Action Investment Holdings Ltd.
   
By: /s/ Shudong Xia By: /s/ Shudong Xia
       Shudong Xia          Shudong Xia
       Director          Director
   
   
/s/ Shudong Xia  
Shudong Xia  


EX-99.6 3 exhibit99-6.htm EXHIBIT 99.6 China Transinfo Technology Corp.: Exhibit 99.6: Filed by newsfilecorp.com

TRADING PLAN (SEC Rule 10b5-1)

     This Trading Plan is entered into as of  June 22, 2011 (the “Signing Date”) between Shudong Xia (“Client”) and Roth Capital Partners, LLC (“Broker”).

     WHEREAS, Client wishes to establish this Trading Plan to sell or purchase shares of Common Stock (“Stock”) of China TransInfo Technology Corp. (“Issuer”) from Account Number ____________ (the “Account”) maintained with Broker, in accordance with the requirements of SEC Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

     NOW, THEREFORE, Client and Broker agree as follows:

     1. Trade Instructions. Client hereby instructs Broker to effect sales or purchases of shares of Stock of Issuer from or into the Account, as the case may be, in accordance with the attached Appendix A to Trading Plan (“Appendix A”) and/or Appendix B to Trading Plan (“Appendix B”). If Client specifies a date for trading which is a weekend or holiday, the trade shall not take place until after the opening of regular market trading hours on the next trading date.

     2. Term. This Trading Plan shall become effective on June 22, 2011 (the “Trading Plan Effective Date”) and shall terminate on the earlier of:

          (a) August 22, 2012 (specify date not to exceed two years from the Trading Plan Effective Date);

          (b) execution of all of the trade or expiration of all of the orders relating to such trades as specified in Appendix A and/or Appendix B;

          (c) the date Broker receives notice of the liquidation, dissolution, bankruptcy or insolvency of Client;

          (d) the date Broker receives notice of Client’s death; or

          (e) termination of this Trading Plan in accordance with Section 7(b) or Section 15 hereof.

     3. Representations and Warranties. Client represents and warrants that as of the date of this Trading Plan:

          (a) Client is not aware of any material nonpublic information concerning Issuer or any of its securities (including the Stock) and is entering into this Trading Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1.

          (b) Client is permitted to sell or purchase Stock in accordance with Issuer’s insider trading policies and has obtained the approval of Issuer and its counsel to enter into this Trading Plan.

          (c) There are no legal, regulatory, contractual or other restrictions applicable to the trades contemplated under this Trading Plan that would interfere with Broker’s ability to execute trades and effect delivery and settlement of such trades on behalf of Client (collectively, “Client Trading Restrictions’).

     4. Intent to Comply with Rule 10b5-1(c). It is Client’s intent that this Trading Plan comply with the requirements of Rule 10b5-1(c), and this Trading Plan shall be interpreted to comply with such requirements.

     5. Rule 144. Subsections (a), (b) and (c) of this Section 5 apply if the shares of Stock subject to this Trading Plan are “restricted securities” and/or Client may be deemed an “affiliate” of Issuer, as such terms are defined in Rule 144 under the Securities Act of 1933, as amended. Subsection (d) of this Section 5 applies in all cases.

1


          (a) Broker agrees to conduct all sales of Stock in accordance with the manner-of-sale requirements of Rule 144. Broker further agrees not to effect any sale of Stock that would exceed the amount limitation under Rule 144, assuming Broker’s sales of Stock are the only sales subject to such limitation. Client agrees not to take, and to cause any person or entity with which Client would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 not to take, any action that would cause sales of Stock by Broker not to comply with Rule 144.

          (b) Client agrees to provide Broker with five executed copies of Form 144, which Broker shall complete and file on behalf of Client in the event of sales of Stock under this Trading Plan. Client understands and agrees that such Form 144 will include in the remarks section the following statement: “The shares covered by this Form 144 are being sold pursuant to a Rule 10b5-1 Trading Plan dated (plan effective date), which plan is intended to comply with Rule 10b5-1, and the representation regarding the seller’s lack of knowledge of material nonpublic information is as of the date of the Trading Plan.”

          (c) Client shall disclose to Broker all trading plans involving the Stock established by Client at other firms that would be effective at any time during the period this Trading Plan is in effect and all trading activity involving the Stock that occurs during such period or which occurs within 90 days prior to the commencement of such period.

          (d) Client agrees to notify Broker immediately if there is any change in Client’s employment or affiliate or non-affiliate status.

     6. Section 13 or Section 16 Filings. Client acknowledges and agrees that Client is responsible for making all filings, if any, required under Section 13 or Section 16 of the Exchange Act (and the rules and regulations thereunder) with respect to trades pursuant to this Trading Plan. To comply with Section 16 accelerated reporting requirements, Client must complete separately a duly executed Broker Instruction Letter.

     7. Market Disruptions and Trading Restrictions.

          (a) Client understands that Broker may not be able to effect a trade, in whole or in part, due to a market disruption or a legal, regulatory or contractual restriction applicable to Broker or any other event or circumstance. Client also understands that Broker may be unable to effect a trade consistent with ordinary principles of best execution due to insufficient volume of trading, failure of the Stock to reach and sustain a limit order price or other market factors in effect on the trade date specified in Appendix A and/or Appendix B. As soon as reasonably practicable after the cessation or termination of any such market disruption, restriction, event or circumstance, Broker shall resume effecting trades in accordance with the express provisions of this Trading Plan which are then applicable. Trades that are not executed as the result of any such market disruption, restriction, event or circumstance shall not be deemed to be a part of this Trading Plan.

          (b) If Issuer enters into a transaction or any other event occurs that results, in Issuer’s good faith determination, in the imposition of any Client Trading Restrictions, such as a stock offering requiring an affiliate lock-up, Client and Issuer shall promptly, but in no event later than three days prior to the date of the remaining trade(s) specified in Appendix A and/or Appendix B, provide Broker notice of such restrictions. With respect to any Client Trading Restrictions for which Client and Issuer have given Broker notice, Broker shall stop effecting trades under this Trading Plan, and this Trading Plan shall thereupon terminate. In such case, Client, Broker and (for purposes of acknowledgement) Issuer shall cooperate to establish a new trading plan in accordance with the requirements of Rule 10b-5(c).

     8. Hedging Transactions. While this Trading Plan is in effect, Client agrees not to enter into or alter any corresponding or hedging transaction or position with respect to the Stock (including, without limitation, with respect to any securities convertible into or exchangeable for Stock, or any option or other right to purchase or sell Stock or such convertible or exchangeable securities).


     9. Margin Loans. Shares subject to this Trading Plan may not be used to secure margin loans to Client made by Broker.

     10. Compliance with Laws and Rules. Client understands and agrees that it is the responsibility of Client, and not Broker or Issuer, to determine whether this Trading Plan meets the requirements of Rule 10b5-1 and any other applicable federal or state laws or rules.

     11. Entire Trading Plan. This Trading Plan constitutes the entire trading plan between Client and Broker and supersedes and replaces any prior instructions under Rule 10b5-1 from Client to Broker with respect to the sale or purchase of shares from or into the Account, as the case may be.

     12. Notices and Other Communications. Any notices required or permitted to be given by Issuer and/or Client under this Trading Plan shall be provided in writing by fax, signed by Client and Issuer and confirmed by telephone (Attn: __________________ , Fax: 949-720-7215; Tel.: 949-720-_______). With respect to any Client Trading Restrictions, Client and Issuer shall provide Broker notice of the anticipated duration of such restrictions, but shall not provide Broker information about the nature of such restrictions or any other information about such restrictions. Further, in no event shall Client or Issuer, at any time while this Trading Plan is in effect, communicate any material nonpublic information concerning Issuer or its securities (including the Stock) to Broker. Further, Client shall not at any time attempt to exercise any influence over how, when or whether to effect trades under this Trading Plan.

     13. Third-Party Beneficiary. Client intends Issuer to be a third-party beneficiary of each and every representation and warranty contained in this Trading Plan to the fullest extent necessary to enable Issuer to be fully protected from direct or indirect liability in connection with this Trading Plan.

     14. Governing Law. This Trading Plan shall be governed by, and construed in accordance with the laws of, the state of California, as applied to agreements made and wholly performed in the state of California.

     15. Amendments and Termination. This Trading Plan may be amended, modified or terminated only by a written instrument signed by Client and acknowledged by Broker and acknowledged by Issuer (except as provided in Section 7(b) hereof). Client acknowledges and understands that any amendment to, or modification of, this Trading Plan shall be deemed to constitute the creation of a new trading plan. Accordingly, Client shall be required to restate and reaffirm, as of the date of such amendment or modification, each of the representations and warranties contained in Section 3 of this Trading Plan.

     16. Counterparts. This Trading Plan may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.


IN WITNESS WHEREOF, the parties hereto have signed this Trading Plan as of the Signing Date.

Signature of Client: /s/ Shudong Xia  
Name of Client: Shudong Xia  
Account Number:    
Date: 6/22/2011  

Accepted by: Roth Capital Partners, LLC

By: /s/ John Weber  
Name: John Weber  
Title:    
Date: 6/22/2011  

Acknowledged by:

Name of Issuer :  
By :  
Name:    
Title:    
Date:    


EX-99.7 4 exhibit99-7.htm EXHIBIT 99.7 China Transinfo Technology Corp.: Exhibit 99.7 - Filed by newsfilecorp.com

Exhibit 99.7

Transactions during the Past 60 Days*

Trade Date
Amount of Shares
Purchased
Weighted Average
Price/Price Per Share ($)
Range of Price ($)
8/22/2011 3,000 2.934 2.80-3.06
8/23/2011 3,000 2.852 2.85-2.87
8/24/2011 6,900 2.8896 2.77-2.91
8/25/2011 14,211 3.0817 3.02-3.16
8/26/2011 17,876 3.2346 2.96-3.35
8/29/2011 9,800 3.4468 3.27-3.50

--------------------

*The purchases were made pursuant to the Roth Rule 10b5-1 Purchase Plan. These shares were purchased in multiple transactions on the open market. Shudong Xia undertakes to provide the Company or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

13


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