sc13gza

0000950123-11-012620.txt : 20110211 0000950123-11-012620.hdr.sgml : 20110211 20110211133728 ACCESSION NUMBER: 0000950123-11-012620 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110211 DATE AS OF CHANGE: 20110211 GROUP MEMBERS: KLEINWORT BENSON GROUP LIMITED GROUP MEMBERS: RHJ INTERNATIONAL SA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tri-Tech Holding, Inc. CENTRAL INDEX KEY: 0001460801 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85317 FILM NUMBER: 11597003 BUSINESS ADDRESS: STREET 1: 16TH FLOOR, TOWER B STREET 2: RENJI PLAZA NO. 101, JINGSHUN ROAD CITY: CHAOYANG DISTRICT, BEIJING STATE: F4 ZIP: 100102 BUSINESS PHONE: (86-10) 57323666 MAIL ADDRESS: STREET 1: 16TH FLOOR, TOWER B STREET 2: RENJI PLAZA NO. 101, JINGSHUN ROAD CITY: CHAOYANG DISTRICT, BEIJING STATE: F4 ZIP: 100102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kleinwort Benson Investors Dublin Ltd CENTRAL INDEX KEY: 0001410251 IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: JOSHUA DAWSON HOUSE STREET 2: DAWSON STREET CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: 353 1 438 4492 MAIL ADDRESS: STREET 1: JOSHUA DAWSON HOUSE STREET 2: DAWSON STREET CITY: DUBLIN STATE: L2 ZIP: 2 FORMER COMPANY: FORMER CONFORMED NAME: KBC Asset Management Ltd. DATE OF NAME CHANGE: 20070821 SC 13G/A 1 e89394sc13gza.htm SC 13G/A sc13gza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Tri-Tech Holding Inc.

(Name of Issuer)

Ordinary Shares, $0.001 par value per share

(Title of Class of Securities)

G9103F106

(CUSIP Number)

December 31, 2010

Date of Event Which Requires Filing of the Statement

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

o Rule 13d-1(b)

þ Rule 13d-1(c)

o 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 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).


CUSIP No.		624758108	13G	Page		2		of		10


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RHJ International SA


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Belgium

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			508,551 shares

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			508,551 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	508,551 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Approximately 6.3% (based on 8,051,833 ordinary shares issued and outstanding, per Form 10-Q dated 11/15/10)

12	TYPE OF REPORTING PERSON

	HC


CUSIP No.		624758108	13G	Page		3		of		10


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kleinwort Benson Group Limited


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United Kingdom

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			508,551 shares

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			508,551 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	508,551 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Approximately 6.3% (based on 8,051,833 ordinary shares issued and outstanding, per Form 10-Q dated 11/15/10)

12	TYPE OF REPORTING PERSON

	HC


CUSIP No.		624758108	13G	Page		4		of		10


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kleinwort Benson Investors Dublin Limited


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Ireland

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			508,551 shares

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			508,551 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	508,551 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Approximately 6.3% (based on 8,051,833 ordinary shares issued and outstanding, per Form 10-Q dated 11/15/10)

12	TYPE OF REPORTING PERSON

	IA


CUSIP No.		624758108	13G	Page		5		of		10


Item 1(a)	Name of Issuer: Tri-Tech Holding Inc.

Item 1(b)	Address of Issuer’s Principal Executive Offices:

	16th Floor of Tower B, Renji Plaza, No. 101 Jingshun Road, Chaoyang District, Beijing, People’s Republic of China 100102

Item 2(a)	Name of Person Filing
Item 2(b)	Address of Principal Business Office
Item 2(c)	Citizenship

	RHJ International SA Avenue Louise 326 1050 Brussels, Belgium Belgium

	Kleinwort Benson Group Limited 30 Gresham Street London, EC2V 7PG, United Kingdom United Kingdom

	Kleinwort Benson Investors Dublin Limited Joshua Dawson House Dawson Street Dublin 2, Ireland Ireland

2(d)	Title of Class of Securities:

	Ordinary Shares, $0.001 par value per share

2(e)	CUSIP Number: G9103F106

Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	(a)	[__]	Broker or dealer registered under Section 15 of the Exchange Act;

	(b)	[__]	Bank as defined in Section 3(a)(6) of the Exchange Act;

	(c)	[__]	Insurance company as defined in Section 3(a)(19) of the Exchange Act;

	(d)	[__]	Investment company registered under Section 8 of the Investment Company Act;

	(e)	[__]	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);


CUSIP No.		624758108	13G	Page		6		of		10


(f)	[__]	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	[__]	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	[__]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)	[__]	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)	[__]	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box: þ

Item 4		Ownership:

(a)		Amount beneficially owned:

		Incorporated by reference to Item 9 of the cover page pertaining to each reporting person.

(b)		Percent of Class:

		Incorporated by reference to Item 11 of the cover page pertaining to each reporting person.

(c)		Number of shares as to which such person has:


	(i)		sole power to vote or to direct the vote:

			Incorporated by reference to Item 5 of the cover page pertaining to each reporting person.

	(ii)		shared power to vote or to direct the vote:

			Incorporated by reference to Item 6 of the cover page pertaining to each reporting person.

	(iii)		sole power to dispose or to direct the disposition of:

			Incorporated by reference to Item 7 of the cover page pertaining to each reporting person.

	(iv)		shared power to dispose or to direct the disposition of:

			Incorporated by reference to Item 8 of the cover page pertaining to each reporting person.


CUSIP No.		624758108	13G	Page		7		of		10


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: Kleinwort Benson Investors Dublin Limited is a wholly owned subsidiary of Kleinwort Benson Group Limited, which is a wholly owned subsidiary of RHJ International SA.


Item 8		Identification and Classification of Members of the Group:

Not Applicable.


Item 9		Notice of Dissolution of Group:

Not Applicable.


Item 10		Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No.		624758108	13G	Page		8		of		10

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 11th day of February, 2011.



RHJ International SA
By:	/s/ Noel O’Halloran
	Name:	Noel O’Halloran
		Executive Director and Chief Investment Officer of Kleinwort Benson Investors Dublin Limited

Kleinwort Benson Group Limited
By:	/s/ Noel O’Halloran
	Name:	Noel O’Halloran
		Executive Director and Chief Investment Officer of Kleinwort Benson Investors Dublin Limited

Kleinwort Benson Investors Dublin Limited
By:	/s/ Noel O’Halloran
	Name:	Noel O’Halloran
		Executive Director and Chief Investment Officer


CUSIP No.		624758108	13G	Page		9		of		10

INDEX TO EXHIBITS


Exhibit No.		Exhibit
99.1		Joint Filing Agreement

99.2		Declarations Granting Officer Authority

EX-99.1 2 e89394exv99w1.htm EX-99.1 exv99w1


CUSIP No.		624758108	13G	Page		10		of		10

EXHIBIT 99.1

February 11, 2011

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, RHJ INTERNATIONAL SA, KLEINWORT BENSON GROUP LIMITED, and KLEINWORT BENSON INVESTORS DUBLIN LIMITED, each hereby agree to the joint filing of this statement on Schedule 13G (including any and all amendments hereto). In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. A copy of this Agreement shall be attached as an exhibit to the Statement on Schedule 13G filed on behalf of each of the parties hereto, to which this Agreement relates.

This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.


RHJ International SA
By:	/s/ Noel O’Halloran
	Name:	Noel O’Halloran Executive Director and Chief Investment Officer of Kleinwort Benson Investors Dublin Limited

Kleinwort Benson Group Limited
By:	/s/ Noel O’Halloran
	Name:	Noel O’Halloran Executive Director and Chief Investment Officer of Kleinwort Benson Investors Dublin Limited

Kleinwort Benson Investors Dublin Limited
By:	/s/ Noel O’Halloran
	Name:	Noel O’Halloran Executive Director and Chief Investment Officer

EX-99.2 3 e89394exv99w2.htm EX-99.2 exv99w2

EXHIBIT 99.2: DECLARATIONS GRANTING OFFICER AUTHORITY

DECLARATION: GRANTING AN OFFICER OF
KLEINWORT BENSON INVESTORS DUBLIN LTD

AUTHORITY TO SIGN AND FILE THE REQUIRED DISCLOSURES WITH
THE SEC ON BEHALF OF
RBJI INTERNATIONAL SA

IN RELATION TO THE FOLLOWING STOCK:
Tri-Tech Holding Inc. TRIT US

RHJI International SA (“the entity”), hereby grants Noel O’Halloran an officer of Kleinwort Benson Investors Dublin Limited (Title: Executive Director and Chief Investment Officer of Kleinwort Benson Investors Dublin Limited), permission to sign on behalf of the aforementioned entity, relating to the filing of Securities Exchange Commission (SEC) forms, disclosing that;

• the Kleinwort Benson Investors Dublin Ltd controlled holding in the aforementioned US listed security

• Plus the holdings controlled by the aforementioned entity

Represents over 5% of the outstanding shares of that specific stock.

This permission relates only to the above mentioned security, and only to the filing of reports in relation to:

• Holding > 5% of shares outstanding — SEC SCHEDULE 13G .(Rule 13d-l02) [Information Statement Pursuant to Rules 13d-1 and 13d-2. Under the Securities Exchange Act of 1934]

• Holding > 10% of shares outstanding — All additional SEC required filings, including but not limited to FORM 3 [Initial Statement Of Beneficial Ownership Of Securities Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934], and including the obtaining of ClK codes, for access to the SEC EDGAR system for filing on behalf of the entity.

This permission shall terminate automatically on 28 February 2011 (but such termination shall not affect the validity of anything done in accordance with this permission prior to that date).

Signed For


	RHJI International SA
	/s/ RÜDIGER SCHMID-KÜHNHÖFER
	Authorised Signatory

DR. RÜDIGER SCHMID-KÜHNHÖFER

MANAGING DIRECTOR & GENERAL COUNSEL

DECLARATION: GRANTING AN OFFICER OF
KLEINWORT BENSON INVESTORS DUBLIN LTD

AUTHORITY TO SIGN AND FILE THE REQUIRED DISCLOSURES WITH
THE SEC ON BEHALF OF
KLEINWORT BENSON GROUP LIMITED

IN RELATION TO THE FOLLOWING STOCK:
Tri-Tech Holding Inc. TRIT US

Kleinwort Benson Group Ltd (“the entity”), hereby grants Noel O’Halloran an officer of Kleinwort Benson Investors Dublin Limited (Title: Executive Director and Chief Investment Officer of Kleinwort Benson Investors Dublin Limited), permission to sign on behalf of the aforementioned entity, relating to the filing of Securities Exchange Commission (SEC) forms. disclosing that;

• the Kleinwort Benson Investors Dublin Ltd controlled holding in the aforementioned US listed security

• Plus the holdings controlled by the aforementioned entity

Represents over 5% of the outstanding shares of that specific stock.

This permission relates to the above mentioned security, and only to the filing of reports in relation to:

• Holding > 5% of shares outstanding — SEC SCHEDULE 13G .(Rule 13d-102) [Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934]

• Holding > 10% of shares outstanding — All additional SEC required filings, including but not limited to FORM 3 [Initial Statement Of Beneficial Ownership Of Securities Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934], and including the obtaining of CIK codes, for access to the SEC EDGAR system for filing on behalf of the entity.

This permission shall terminate automatically on 28 February 2011 (but such termination shall not affect the validity of anything done in accordance with this permission prior to that date).

Signed For


	Kleinwort Benson Group Ltd
	/s/ RÜDIGER SCHMID-KÜHNHÖFER
	Authorised Signatory

DR. RÜDIGER SCHMID-KÜHNHÖFER

DIRECTOR