China TransInfo Technology Corp.: Schedule 13D/A

0001204459-12-000553.txt : 20120320 0001204459-12-000553.hdr.sgml : 20120320 20120320164211 ACCESSION NUMBER: 0001204459-12-000553 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120320 DATE AS OF CHANGE: 20120320 GROUP MEMBERS: EAST ACTION INVESTMENT HOLDINGS LTD. GROUP MEMBERS: KARMEN INVESTMENT HOLDINGS LTD 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: 12703863 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 sc13da.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

Under the Securities Exchange Act of 1934

(Amendment No. 17)*

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

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

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)

March 19, 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).

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CUSIP No. 169453 10 7

1.	NAMES OF REPORTING PERSONS
	Karmen Investment Holdings Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X]
				(b) [ ]
3.	SEC USE ONLY

4.	SOURCE OF FUNDS
	BK, OO, AF
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			6,005,242 shares of common stock
BENEFICIALLY		8.	SHARED VOTING POWER
OWNED BY			0
EACH		9.	SOLE DISPOSITIVE POWER
REPORTING			6,005,242 shares of common stock
PERSON WITH		10.	SHARED DISPOSITIVE POWER
			0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,005,242 shares of common stock
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
				[X]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	23.76%⁽¹⁾
14.	TYPE OF REPORTING PERSON
	CO

⁽¹⁾Based on 25,270,069 shares of our common stock outstanding as of March 19, 2012.

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CUSIP No. 169453 10 7

1.	NAMES OF REPORTING PERSONS
	East Action Investment Holdings Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X]
				(b) [ ]
3.	SEC USE ONLY

4.	SOURCE OF FUNDS
	BK, AF, 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		7.	SOLE VOTING POWER
SHARES			0
BENEFICIALLY		8.	SHARED VOTING POWER
OWNED BY			6,005,242 shares of common stock⁽¹⁾
EACH		9.	SOLE DISPOSITIVE POWER
REPORTING			0
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
				[ ]
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 common stock of the Company owned by Karmen Investment Holdings Limited.

⁽²⁾Based on 25,270,069 shares of common stock of the Company outstanding as of March 19, 2012.

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CUSIP No. 169453 10 7

1.	NAMES OF REPORTING PERSONS
	Shudong Xia
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X]
				(b) [ ]
3.	SEC USE ONLY

4.	SOURCE OF FUNDS
	BK, PF, 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
	People’s Republic of China
NUMBER OF		7.	SOLE VOTING POWER
SHARES			1,031,835 shares of common stock
BENEFICIALLY		8.	SHARED VOTING POWER
OWNED BY			6,005,242 shares of common stock ⁽¹⁾
EACH		9.	SOLE DISPOSITIVE POWER
REPORTING			1,031,835 shares of common stock
PERSON WITH		10.	SHARED DISPOSITIVE POWER
			6,005,242 shares of common stock ⁽¹⁾
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,037,077 shares of common stock ⁽²⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
				[X ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	27.85%⁽³⁾
14.	TYPE OF REPORTING PERSON
	IN

⁽¹⁾ Includes 6,005,242 shares of common stock of the Company owned by Karmen Investment Holdings Limited.

⁽²⁾ Includes 6,005,242 shares of common stock of the Company owned by Karmen Investment Holdings Limited and 1,031,835 shares of common stock of the Company owned by Shudong Xia.

⁽³⁾Based on 25,270,069 shares of common stock of the Company outstanding as of March 19, 2012.

Page 4 of 6

This Amendment No. 17 to Schedule 13D (this “Amendment No. 17”) 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. 16 is filed jointly by Karmen Investment Holdings Limited (“Karmen”), East Action Investment Holdings Ltd. (“East Action”) and Shudong Xia (“Mr. Xia”). Karmen, East Action and Mr. Xia are collectively referred to as the “Reporting Persons.”

This Amendment No. 17 amends and supplements the statement on Schedule 13D filed on May 15, 2007 on behalf of the reporting persons named therein with the United States Securities and Exchange Commission (the “SEC”), as amended on September 3, 2008, April 26, 2010, March 9, 2011, March 16, 2011, March 24, 2011, April 15, 2011, May 10, 2011, August 30, 2011, September 20, 2011, October 7, 2011, October 24, 2011, November 9, 2011, November 28, 2011, December 14, 2011, January 4, 2012 and February 21, 2012 (as amended and supplemented to date, the “Schedule 13D”). Except as provided herein, this Amendment No. 17 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 the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On March 19, 2012, TransCloud Company Ltd., an exempted company incorporated in the Cayman Islands with limited liability and wholly owned by Mr. Xia, received a conditional debt commitment letter (the “Debt Commitment Letter”) issued by China Development Bank Corporation Hong Kong Branch to provide a loan in connection with the proposed acquisition of all of the common stock of the Company, subject to, among other conditions, execution of mutually acceptable definitive documents for the loan. The Bank’s commitment under the Debt Commitment Letter will terminate on February 16, 2013 (the “Expiry Date”) unless TransCloud Company Ltd. receives the Bank’s written confirmation of extension prior to the Expiry Date.

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 by adding the following at the end thereof:

The Debt Commitment Letter described under Item 3 of this Amendment No. 17 is incorporated herein by reference.

Page 5 of 6

SIGNATURES

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: March 20, 2012

	Karmen Investment Holdings Limited

	By: /s/ Shudong Xia
	Name: Shudong Xia
	Title: Sole Director

	East Action Investment Holdings Ltd.

	By: /s/ Shudong Xia
	Name: Shudong Xia
	Title: Sole Director

	Shudong Xia

	By: /s/ Shudong Xia

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