0001104659-14-010387.txt : 20140214 0001104659-14-010387.hdr.sgml : 20140214 20140214124517 ACCESSION NUMBER: 0001104659-14-010387 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: LEADING CHOICE INTERNATIONAL LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AutoNavi Holdings Ltd CENTRAL INDEX KEY: 0001489895 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] 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: 005-86004 FILM NUMBER: 14613594 BUSINESS ADDRESS: STREET 1: 16F, SECTION A, FOCUS SQUARE STREET 2: NO 6. FUTONG EAST AVENUE, WANGJING CITY: CHAOYANG DISTRICT, BEIJING STATE: F4 ZIP: 100102 BUSINESS PHONE: (86-10) 8410-7016 MAIL ADDRESS: STREET 1: 16F, SECTION A, FOCUS SQUARE STREET 2: NO 6. FUTONG EAST AVENUE, WANGJING CITY: CHAOYANG DISTRICT, BEIJING STATE: F4 ZIP: 100102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Xiao Jun CENTRAL INDEX KEY: 0001511109 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 18F DAHENG SCITECH MANSION SOUTH SECTION STREET 2: NO.3 SUZHOU STREET, HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100080 SC 13G/A 1 a14-5825_4sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)

 

AutoNavi Holdings Limited

(Name of Issuer)

Ordinary shares of par value of $0.0001 per share

(Title of Class of Securities)

G0711U 106

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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 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).

 


 

1

Names of Reporting Persons
Jun Xiao

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
9,109,540 ordinary shares. Leading Choice International Limited may also be deemed to have sole voting power with respect to the above shares. See Item 4.

6

Shared Voting Power
0

7

Sole Dispositive Power
9,109,540 ordinary shares. Leading Choice International Limited may also be deemed to have sole dispositive power with respect to the above shares. See Item 4.

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
9,109,540 ordinary shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11

Percent of Class Represented by Amount in Row (9)
4.2% *

12

Type of Reporting Person
IN

 

* Represent 3.4% of the total outstanding shares on an as-converted basis assuming the Issuer’s outstanding series A convertible preferred shares, par value $0.0001 per share, are converted into ordinary shares on an one-for-one basis.

 

2


 

1

Names of Reporting Persons
Leading Choice International Limited

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

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
9,109,540 ordinary shares. Jun Xiao may also be deemed to have sole voting power with respect to the above shares. See Item 4.

6

Shared Voting Power
0

7

Sole Dispositive Power
9,109,540 ordinary shares. Jun Xiao may also be deemed to have sole dispositive power with respect to the above shares. See Item 4.

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
9,109,540 ordinary shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11

Percent of Class Represented by Amount in Row (9)
4.2% *

12

Type of Reporting Person
CO

 

* Represent 3.4% of the total outstanding shares on an as-converted basis assuming the Issuer’s outstanding series A convertible preferred shares, par value $0.0001 per share, are converted into ordinary shares on an one-for-one basis.

 

3


 

Item 1(a).

Name of Issuer:
AutoNavi Holdings Limited

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

16/F, Section A, Focus Square

No 6. Futong East Avenue, Wangjing

Chaoyang District

Beijing 100102

The People’s Republic of China

 

Item 2(a).

Name of Person Filing:

Jun Xiao

Leading Choice International Limited

Item 2(b).

Address of Principal Business Office, or, if none, Residence:

Jun Xiao

c/o AutoNavi Holdings Limited

16/F, Section A, Focus Square

No 6. Futong East Avenue, Wangjing

Chaoyang District

Beijing 100102

The People’s Republic of China

 

Leading Choice International Limited

P.O. Box 957, Offshore Incorporations Centre

Road Town, Tortola

British Virgin Islands

Item 2(c).

Citizenship:
Jun Xiao — People’s Republic of China

Leading Choice International Limited — British Virgin Islands

Item 2(d).

Title of Class of Securities:

Ordinary shares of par value of $0.0001 per share.

 

In addition, the Issuer has series A convertible preferred shares of par value $0.0001 per share outstanding, which are convertible at any time at the election of the holder into ordinary shares at the then applicable conversion rate.

Item 2(e).

CUSIP NO.:
G0711U 106

 

Item 3.

Not Applicable

 

4


 

Item 4.

Ownership

 

The following information with respect to the ownership of the ordinary shares of par value of $0.0001 per share of AutoNavi Holdings Limited (the “Issuer”) by each of the reporting persons is provided as of December 31, 2013:

 

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:

 

Jun Xiao

 

9,109,540

 

4.2

%

9,109,540

 

0

 

9,109,540

 

0

 

Leading Choice International Limited

 

9,109,540

 

4.2

%

9,109,540

 

0

 

9,109,540

 

0

 

 

Leading Choice International Limited, a British Virgin Islands company, directly holds 5,000,000 ordinary shares of the Issuer and 1,027,385 American depositary shares representing 4,109,540 ordinary shares. Mr. Jun Xiao holds 100% of the outstanding shares of Leading Choice International Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Jun Xiao may be deemed to beneficially own all of the ordinary shares of the Issuer held by Leading Choice International Limited.

 

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 or Control Person

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.

Certifications

Not applicable

 

5


 

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 14, 2014

 

 

Jun Xiao

/s/ Jun Xiao

 

Jun Xiao

 

 

 

 

Leading Choice International Limited

By:

/s/ Jun Xiao

 

Name:

Jun Xiao

 

Title:

Director

 

6


 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99.1

 

Joint Filing Agreement

 

7

 EX-99.1 2 a14-5825_4ex99d1.htm EX-99.1

Exhibit 99.1

 

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 of $0.0001 per share, of AutoNavi Holdings 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.

 

[Signature page to follow]

 


 

Signature Page

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2014.

 

 

Jun Xiao

/s/ Jun Xiao

 

Jun Xiao

 

 

 

 

 

 

Leading Choice International Limited

By:

/s/ Jun Xiao

 

Name:

Jun Xiao

 

Title:

Director