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. 3)*
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, 2011 |
Date of Event Which Requires Filing of the Statement
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
715,306 shares | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
715,306 shares | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
715,306 shares | |||||
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |||||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 8.8% (based on 8,160,407 ordinary shares issued and outstanding, per Form 10-Q dated 11/14/2011) | |||||
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) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
715,306 shares | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
715,306 shares | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
715,306 shares | |||||
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |||||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 8.8% (based on 8,160,407 ordinary shares issued and outstanding, per Form 10-Q dated 11/14/2011) | |||||
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) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
715,306 shares | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
715,306 shares | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
715,306 shares | |||||
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |||||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 8.8% (based on 8,160,407 ordinary shares issued and outstanding, per Form 10-Q dated 11/14/2011) | |||||
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 Issuers Principal Executive Offices: | |||
16th Floor of Tower B, Renji Plaza No. 101 Jingshun Road, Chaoyang District Beijing, Peoples 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: x
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: | |
Owners of accounts managed by Kleinwort Benson Investors Dublin Limited have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their accounts. No such account has such power with respect to more than five percent of the class of securities to which this Schedule 13G relates. | ||
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 14th day of February, 2012.
RHJ International SA | ||
By: | /s/ Noel OHalloran | |
Name: | Noel OHalloran | |
Executive Director and Chief Investment Officer of Kleinwort Benson Investors Dublin Limited | ||
Kleinwort Benson Group Limited | ||
By: | /s/ Noel OHalloran | |
Name: | Noel OHalloran | |
Executive Director and Chief Investment Officer of Kleinwort Benson Investors Dublin Limited | ||
Kleinwort Benson Investors Dublin Limited | ||
By: | /s/ Noel OHalloran | |
Name: | Noel OHalloran | |
Executive Director and Chief Investment Officer |
CUSIP NO. 624758108 | 13G | Page 9 of 10 |
INDEX TO EXHIBITS
Exhibit |
Exhibit | |
99.1 |
Joint Filing Agreement | |
99.2 |
Declarations Granting Officer Authority |
CUSIP NO. 624758108 | 13G | Page 10 of 10 |
EXHIBIT 99.1
February 14, 2012
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 OHalloran | |
Name: | Noel OHalloran | |
Executive Director and Chief Investment Officer of Kleinwort Benson Investors Dublin Limited | ||
Kleinwort Benson Group Limited | ||
By: | /s/ Noel OHalloran | |
Name: | Noel OHalloran | |
Executive Director and Chief Investment Officer of Kleinwort Benson Investors Dublin Limited | ||
Kleinwort Benson Investors Dublin Limited | ||
By: | /s/ Noel OHalloran | |
Name: | Noel OHalloran | |
Executive Director and Chief Investment Officer |
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
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 OHalloran 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-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 CIK codes, for access to the SEC EDGAR system for filing on behalf of the entity. |
This permission shall terminate automatically on 29 February 2012 (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
|
Authorised signatory |
Dr. Rüdiger Schmid-Kühnhöfer
Managing Director
DECLARATION: GRANTING AN OFFICER OF
KLEINWORT BENSON INVESTORS DUBLIN LTD
AUTHORITY TO SIGN AND FILE THE REQUIRED DISCLOSURES WITH
THE SEC ON BEHALF OF
RHJI INTERNATIONAL SA
IN RELATION TO THE FOLLOWING STOCK:
Tri-Tech Holding Inc. TRIT US
RHJI International SA (the entity), hereby grants Noel OHalloran 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-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 29 February 2012 (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
|
Authorised signatory |
Dr. Rüdiger Schmid-Kühnhöfer
Chief Operating Officer and General Counsel
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