-----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, Oz5i8hTD/qYh9wyo3dEsJG17dJjQ/HIuJdxNOfg2SJE4YNKYz1j0zyiePTEwcJfA 3OLaspCXSFta1aJ4+4ETmQ== 0001359824-08-000009.txt : 20080213 0001359824-08-000009.hdr.sgml : 20080213 20080213171505 ACCESSION NUMBER: 0001359824-08-000009 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LONGTOP FINANCIAL TECHNOLOGIES LTD CENTRAL INDEX KEY: 0001412494 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83343 FILM NUMBER: 08606109 BUSINESS ADDRESS: STREET 1: 15/F, BLOCK A, CHUANGXIN BUILDING STREET 2: SOFTWARE PARK CITY: XIAMEN STATE: F4 ZIP: 361005 BUSINESS PHONE: (86-592) 2396-888 MAIL ADDRESS: STREET 1: 15/F, BLOCK A, CHUANGXIN BUILDING STREET 2: SOFTWARE PARK CITY: XIAMEN STATE: F4 ZIP: 361005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: New China Capital Management, LLC CENTRAL INDEX KEY: 0001426767 IRS NUMBER: 200709364 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O NEW CHINA MANAGEMENT CORP. STREET 2: ONE DOCK STREET CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: (203) 328-1800 MAIL ADDRESS: STREET 1: C/O NEW CHINA MANAGEMENT CORP. STREET 2: ONE DOCK STREET CITY: STAMFORD STATE: CT ZIP: 06902 SC 13G 1 schedule13g.htm SCHEDULE 13G LONGTOP FINANCIAL TECHNOLOGIES LIMITED schedule13g.htm

SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Longtop Financial Technologies Limited

(Name of Issuer)

Ordinary Shares, $0.01 par value

(Title of Class Securities)

54318P108

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing this Statement)




Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


*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).

 
 

 


CUSIP No. 54318P108
1
Name of Reporting Person.
 
Cathay ITfinancial Services Ltd.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) o
(b) x
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
 
7,500,000
6
Shared Voting Power
 
0
7
Sole Dispositive Power
 
7,500,000
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,500,000
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
11
Percent of Class Represented by Amount in Row (9)
 
14.9%
12
Type of Reporting Person (See Instructions)
 
CO






 
1

 



CUSIP No. 54318P108
1
Name of Reporting Person.
 
Cathay Capital Holdings, L.P.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) o
(b) x
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
 
7,500,000
6
Shared Voting Power
 
0
7
Sole Dispositive Power
 
7,500,000
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,500,000
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
 
11
Percent of Class Represented by Amount in Row (9)
 
14.9%
12
Type of Reporting Person (See Instructions)
 
PN





 
2

 




CUSIP No. 54318P108
1
Name of Reporting Person.
 
Cathay Capital GP, Ltd.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) o
(b) x
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
 
0
6
Shared Voting Power
 
7,500,000
7
Sole Dispositive Power
 
7,500,000
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,500,000
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
11
Percent of Class Represented by Amount in Row (9)
 
14.9%
12
Type of Reporting Person (See Instructions)
 
CO



3





CUSIP No. 54318P108
1
Name of Reporting Person.
 
New China Capital Management, LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) o
(b) x
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
 
7,500,000
7
Sole Dispositive Power
 
0
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,500,000
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
11
Percent of Class Represented by Amount in Row (9)
 
14.9%
12
Type of Reporting Person (See Instructions)
 
OO






 
4

 



CUSIP No. 54318P108
1
Name of Reporting Person.
 
Trust Asset Management, LLP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) o
(b) x
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
 
U.S. Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
5
Sole Voting Power
 
0
6
Shared Voting Power
 
7,500,000
7
Sole Dispositive Power
 
0
8
Shared Dispositive Power
 
7,500,000
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,500,000
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
11
Percent of Class Represented by Amount in Row (9)
 
14.9%
12
Type of Reporting Person (See Instructions)
 
PN





5



CUSIP No. 54318P108
1
Name of Reporting Person.
 
Capital Asset Management, Inc.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) o
(b) x
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
 
U.S. Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
5
Sole Voting Power
 
0
6
Shared Voting Power
 
7,500,000
7
Sole Dispositive Power
 
0
8
Shared Dispositive Power
 
7,500,000
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,500,000
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
11
Percent of Class Represented by Amount in Row (9)
 
14.9%
12
Type of Reporting Person (See Instructions)
 
CO


 
6

 


CUSIP No. 54318P108
1
Name of Reporting Person.
 
S. Donald Sussman
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) o
(b) x
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
 
0
6
Shared Voting Power
 
7,500,000
7
Sole Dispositive Power
 
0
8
Shared Dispositive Power
 
7,500,000
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,500,000
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
11
Percent of Class Represented by Amount in Row (9)
 
14.9%
12
Type of Reporting Person (See Instructions)
 
IN



 
7

 


CUSIP No. 54318P108
1
Name of Reporting Person.
 
Paul S. Wolansky
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) o
(b) x
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
 
0
6
Shared Voting Power
 
7,500,000
7
Sole Dispositive Power
 
0
8
Shared Dispositive Power
 
7,500,000
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,500,000
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
11
Percent of Class Represented by Amount in Row (9)
 
14.9%
12
Type of Reporting Person (See Instructions)
 
IN





 
8

 


Item 1.
(a)
Name of Issuer:
   
Longtop Financial Technologies Limited
     
 
(b)
Address of Issuer’s Principal Executive Offices:
   
15/F, Block A, Chuangxin Building
   
Software Park
   
Xiamen, 361005
   
People’s Republic of China
     
Item 2.
(a)
Name of Person Filing:
   
Cathay ITfinancial Services Limited
   
Cathay Capital Holdings, L.P.
   
Cathay Capital GP, Ltd.
   
New China Capital Management, LLC
   
Trust Asset Management, LLP
   
Capital Asset Management, Inc.
   
S. Donald Sussman
   
Paul S. Wolansky
     
 
(b)
Address of Principal Business Office, or if None, Residence:
   
Cathay ITfinancial Services Limited
   
c/o Suite 2008, Tower 1, Lippo Centre
   
89 Queensway
   
Hong Kong
     
   
Cathay Capital Holdings, L.P.
   
Cathay Capital GP, Ltd.
   
New China Capital Management, LLC
   
Paul S. Wolansky
   
c/o New China Management Corp.
   
One Dock Street
   
Stamford, CT  06902
     
   
Trust Asset Management, LLP
   
Capital Asset Management, Inc.
   
S. Donald Sussman
   
6100 Red Hook Quarters, Suite C1-C6
   
St. Thomas, United States Virgin Islands  00802-1348
     
 
(c)
Citizenship:
   
Cathay ITfinancial Services Limited – British Virgin Islands
   
Cathay Capital Holdings, L.P. – Cayman Islands
   
Cathay Capital GP, Ltd. – Cayman Islands
   
New China Capital Management, LLC - Delaware
   
Trust Asset Management, LLP – U.S. Virgin Islands
   
Capital Asset Management, Inc. – U.S. Virgin Islands
   
S. Donald Sussman – United States
   
Paul S. Wolansky – United States
     
 
(d)
Title of Class of Securities:
   
Ordinary Shares
     
 
(e)
CUSIP Number:
   
54318P108
     
Item 3.
Not Applicable.
   
Item 4.
Ownership:
 
 
The following information with respect to the ownership of the ordinary shares of the issuer by each of the reporting persons is provided as of December 31, 2007:

 
 
 
 
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 ITfinancial Services Limited (1)
7,500,000
14.9%
7,500,000
0
7,500,000
0
Cathay Capital Holdings, L.P. (2)
7,500,000
14.9%
7,500,000
0
7,500,000
0
Cathay Capital GP,  Ltd. (3)
7,500,000
14.9%
0
7,500,000
7,500,000
0
New China Capital Management, LLC (4)
7,500,000
14.9%
0
7,500,000
0
0
Trust Asset Management, LLP (5)
7,500,000
14.9%
0
7,500,000
0
7,500,000
Capital Asset Management, Inc. (6)
7,500,000
14.9%
0
7,500,000
0
7,500,000
S. Donald Sussman (7)
7,500,000
14.9%
0
7,500,000
0
7,500,000
Paul S. Wolansky (8)
7,500,000
14.9%
0
7,500,000
0
7,500,000

 
1. 
 
Cathay ITfinancial Services Limited (“Cathay IT”) is the record owner of 7,500,000 ordinary shares of the issuer.
2. 
 
Cathay Capital Holdings, L.P. (“Cathay Capital”) owns 100% of the total outstanding shares of Cathay IT.  Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder, Cathay Capital may be deemed to beneficially own all of the ordinary shares of the issuer held by Cathay IT.
3. 
 
Cathay Capital GP, Ltd. (“Cathay GP”), as the general partner of Cathay Capital, has the sole power to dispose of, or to direct the disposition of, and the shared power to vote or direct the vote of, Cathay Capital’s investments.  Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Cathay GP may be deemed to beneficially own all of the ordinary shares of the issuer held by Cathay IT.
4. 
 
New China Capital Management, LLC (“New China”), as the investment manager of Cathay Capital, has the shared power to direct the voting of Cathay Capital’s investments.  Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, New China may be deemed to beneficially own all of the ordinary shares of the issuer held by Cathay IT.
5. 
 
Trust Asset Management, LLP (“TAM”) owns (i) 45% of the total outstanding shares of Cathay GP and (ii) 50% of the total outstanding membership interests of New China.  TAM has the power to direct the management and policies of Cathay GP and New China.  Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, TAM may be deemed to beneficially own all of the ordinary shares of the issuer held by Cathay IT.
6. 
 
Capital Asset Management, Inc. (“CAM”) is the managing partner of TAM and accordingly has the power to direct the management and policies of TAM.  Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, CAM may be deemed to beneficially own all of the ordinary shares of the issuer held by Cathay IT.
7. 
 
S. Donald Sussman owns (i) 99% of the total outstanding limited partnership interests of TAM and (ii) 100% of the total outstanding shares of CAM.  Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Mr. Sussman may be deemed to beneficially own all of the ordinary shares of the issuer held by Cathay IT.  Mr. Sussman disclaims beneficial ownership of all of the ordinary shares of the issuer held by Cathay IT except to the extent of his pecuniary interest therein.
8. 
 
Paul S. Wolansky (i) controls three trusts that own in aggregate 45% of the total outstanding shares of Cathay GP and (ii) owns 50% of the total outstanding membership interests of New China.  Mr. Wolansky has the power to direct the management and policies of Cathay GP and New China.  Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Mr. Wolansky may be deemed to beneficially own all of the ordinary shares of the issuer held by Cathay IT.  Mr. Wolansky disclaims beneficial ownership of all of the ordinary shares of the issuer held by Cathay IT except to the extent of his pecuniary interest therein.

 
Item 5.
Ownership of Five Percent or Less of a Class.
 
Not applicable.
   
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.


 
9

 

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 , 2008

CATHAY ITFINANCIAL SERVICES LIMITED
   
   
By:
/s/Paul S. Wolansky 
Name:
Paul S. Wolansky 
Title:
Director


CATHAY CAPITAL HOLDINGS, L.P.
   
   
By:
/s/Paul S. Wolansky 
Name:
Paul S. Wolansky 
Title:
Authoritized person, New China Capital Management, LLC, the fund manager for Cathay Capital Holdings, L.P.


CATHAY CAPITAL GP, LTD.
   
   
By:
/s/Paul S. Wolansky  
Name:
Paul S. Wolansky
Title:
Director 


NEW CHINA CAPITAL MANAGEMENT, LLC
   
   
By:
/s/Paul S. Wolansky 
Name:
Paul S. Wolansky 
Title:
Chairman 


 
TRUST ASSET MANAGEMENT, LLP
   
   
By:
/s/S. Donald Sussman 
Name:
S. Donald Sussman 
Title:
Chairman 


CAPITAL ASSET MANAGEMENT, INC.
   
   
By:
/s/S. Donald Sussman 
Name:
S. Donald Sussman 
Title:
Chairman 


 
   
   /s/S. Donald Sussman 
 
S. Donald Sussman
   


 
   
   /s/Paul S. Wolansky 
 
Paul S. Wolansky
   

*Attention.  Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).


 
 

 

EXHIBIT INDEX

Exhibit No.
Description
1
Joint Filing Agreement
   
   
   
   
   
   
   
   


EX-1.HTM 2 exhbit1.htm EXHIBIT 1 JOINT FILING AGREEMENT exhbit1.htm .

EXHIBIT 1  
Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value $0.01 per share, of Longtop Financial Technologies Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.








[Remainder of this page has been left intentionally blank.]

 
 

 

Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February  13, 2008.


CATHAY ITFINANCIAL SERVICES LIMITED
   
   
By:
/s/Paul S. Wolansky 
Name:
Paul S. Wolansky 
Title:
Director 


CATHAY CAPITAL HOLDINGS, L.P.
   
   
By:
/s/Paul S. Wolansky 
Name:
Paul S. Wolansky 
Title:
Authorized person, New China Capital Management, LLC, the fund manager for Capital Capital Holdings, L.P. 


CATHAY CAPITAL GP, LTD.
   
   
By:
/s/Paul S. Wolansky 
Name:
Paul S. Wolansky 
Title:
Director 


NEW CHINA CAPITAL MANAGEMENT, LLC
   
   
By:
/s/Paul S. Wolansky 
Name:
Paul S. Wolansky 
Title:
Chairman 


TRUST ASSET MANAGEMENT, LLP
   
   
By:
/s/S. Donald Sussman 
Name:
S. Donald Sussman 
Title:
Chairman 

CAPITAL ASSET MANAGEMENT, INC.
   
   
By:
/s/S. Donald Sussman 
Name:
S. Donald Sussman 
Title:
Chairman 


 
   
  /s/S. Donald Sussman 
 
S. Donald Sussman
   


 
   
  /s/Paul S. Wolansky 
 
Paul S. Wolansky
   




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