UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
CHINA ZENIX AUTO
INTERNATIONAL LIMITED
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
16951E104
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x 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 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).
Page 1 of 9 pages
SCHEDULE 13G
CUSIP No. 16951E104 |
1. |
Names of Reporting Persons
Newrace Limited | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
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
143,690,400 ordinary shares. Laifan Chu and Junqiu Gao may also be deemed to have sole voting power with respect to the foregoing shares. | ||||
6. | Shared Voting Power
| |||||
7. | Sole Dispositive Power
143,690,400 ordinary shares. Laifan Chu and Junqiu Gao may also be deemed to have sole dispositive power with respect to the foregoing shares. | |||||
8. | Shared Dispositive Power
| |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
143,690,400 ordinary shares | |||||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
11. |
Percent of Class Represented by Amount in Row (9)
69.6% | |||||
12. |
Type of Reporting Person
CO |
Page 2 of 9 pages
SCHEDULE 13G
CUSIP No. 16951E104 |
1. |
Names of Reporting Persons
Laifan Chu | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Hong Kong Special Administrative Region of the Peoples Republic of China | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
143,690,400 ordinary shares. Newrace Limited and Junqiu Gao may also be deemed to have sole voting power with respect to the foregoing shares. | ||||
6. | Shared Voting Power
| |||||
7. | Sole Dispositive Power
143,690,400 ordinary shares. Newrace Limited and Junqiu Gao may also be deemed to have sole dispositive power with respect to the foregoing shares. | |||||
8. | Shared Dispositive Power
| |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
143,690,400 ordinary shares | |||||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
11. |
Percent of Class Represented by Amount in Row (9)
69.6% | |||||
12. |
Type of Reporting Person
IN |
Page 3 of 9 pages
SCHEDULE 13G
CUSIP No. 16951E104 |
1. |
Names of Reporting Persons
Junqiu Gao | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Peoples Republic of China | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
143,690,400 ordinary shares. Newrace Limited and Laifan Chu may also be deemed to have sole voting power with respect to the foregoing shares. | ||||
6. | Shared Voting Power
| |||||
7. | Sole Dispositive Power
143,690,400 ordinary shares. Newrace Limited and Laifan Chu may also be deemed to have sole dispositive power with respect to the foregoing shares. | |||||
8. | Shared Dispositive Power
| |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
143,690,400 ordinary shares | |||||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
11. |
Percent of Class Represented by Amount in Row (9)
69.6% | |||||
12. |
Type of Reporting Person
IN |
Page 4 of 9 pages
Item 1. | (a) |
Name of Issuer | ||||||||||
China Zenix Auto International Limited (the Company) | ||||||||||||
(b) |
Address of Issuers Principal Executive Offices | |||||||||||
No. 1608, North Circle Road State Highway, Zhangzhou, Fujian Province 363000, Peoples Republic of China | ||||||||||||
Item 2. | ||||||||||||
Newrace Limited | ||||||||||||
(a) | Name of Person Filing | |||||||||||
Newrace Limited | ||||||||||||
(b) | Address of Principal Business Office or, if None, Residence | |||||||||||
P.O. Box 957, Offshore Incorporations Center, Road Town, Tortola, British Virgin Islands | ||||||||||||
(c) | Citizenship | |||||||||||
British Virgin Islands | ||||||||||||
(d) | Title of Class of Securities | |||||||||||
Ordinary shares, par value US$0.0001 each | ||||||||||||
(e) | CUSIP Number | |||||||||||
16951E104 | ||||||||||||
Note: | The CUSIP number is for the American depository shares (ADSs) evidencing the ordinary shares in respect of which this report is made, which are held on deposit pursuant to the issuers depository receipt program. The ordinary shares that are the subject of this report are not held in ADS form. | |||||||||||
Laifan Chu | ||||||||||||
(a) | Name of Person Filing | |||||||||||
Laifan Chu | ||||||||||||
(b) | Address of Principal Business Office or, if None, Residence | |||||||||||
c/o P.O. Box 957, Offshore Incorporations Center, Road Town, Tortola, British Virgin Islands | ||||||||||||
(c) | Citizenship | |||||||||||
Hong Kong Special Administrative Region of the Peoples Republic of China |
Page 5 of 9 pages
(d) |
Title of Class of Securities | |||||||||||
Ordinary shares, par value US$0.0001 each | ||||||||||||
(e) |
CUSIP Number | |||||||||||
16951E104 | ||||||||||||
Junqiu Gao |
||||||||||||
(a) | Name of Person Filing | |||||||||||
Junqiu Gao | ||||||||||||
(b) | Address of Principal Business Office or, if None, Residence | |||||||||||
c/o No. 1608, North Circle Road State Highway, Zhangzhou, Fujian Province 363000, Peoples Republic of China | ||||||||||||
(c) | Citizenship | |||||||||||
Peoples Republic of China | ||||||||||||
(d) | Title of Class of Securities | |||||||||||
Ordinary shares, par value US$0.0001 each | ||||||||||||
(e) | CUSIP Number | |||||||||||
16951E104 | ||||||||||||
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||||||||||
Not applicable | ||||||||||||
Item 4. | Ownership. |
Number of shares as to which the person has | ||||||||||||
Reporting person |
Amount beneficially owned |
Percent of class |
Sole power to vote or to 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 | ||||||
Newrace Limited |
143,690,400 ordinary shares | 69.6% | 143,690,400 ordinary shares | 143,690,400 ordinary shares | ||||||||
Laifan Chu |
143,690,400 ordinary shares | 69.6% | 143,690,400 ordinary shares | 143,690,400 ordinary shares | ||||||||
Junqiu Gao |
143,690,400 ordinary shares | 69.6% | 143,690,400 ordinary shares | 143,690,400 ordinary shares |
Page 6 of 9 pages
The percentages of ownership set forth above are based on 206,440,000 ordinary shares outstanding as of December 31, 2011. | ||||||
Newrace Limited is a company incorporated under the laws of the British Virgin Islands and is wholly-owned by Ms. Laifan Chu. The amount of ordinary shares beneficially owned by Newrace Limited includes certain restricted ordinary shares granted to Mr. Yifan Li in connection with his service as the chief financial officer of the Company. Under such arrangement, Mr. Li is entitled to receive 103,200 and 103,200 ordinary shares from Newrace Limited on December 31, 2012 and 2013, respectively. | ||||||
Mr. Junqiu Gao, director, deputy chief executive officer and chief sales and marketing officer of the Company, also serves as a director of Newrace Limited. Mr. Gao disclaims beneficial ownership of 143,690,400 ordinary shares beneficially owned by Newrace Limited. | ||||||
Item 5. | Ownership of Five Percent or Less of a Class. | |||||
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. | ||||||
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. | Certification. | |||||
Not applicable |
Page 7 of 9 pages
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.
Newrace Limited |
January 12, 2012 |
Date |
/s/ Junqiu Gao |
Signature |
Junqiu Gao, Director |
Name/Title |
Laifan Chu |
January 12, 2012 |
Date |
/s/ Laifan Chu |
Signature |
Laifan Chu |
Name/Title |
Junqiu Gao |
January 12, 2012 |
Date |
/s/ Junqiu Gao |
Signature |
Junqiu Gao |
Name/Title |
Page 8 of 9 pages
LIST OF EXHIBITS
Exhibit 99.1 | Joint Filing Agreement |
Page 9 of 9 pages
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of this statement on Schedule 13G (including any and all amendments thereto) with respect to the ordinary shares, par value US$0.0001 each, of China Zenix Auto International Limited, a British Virgin Islands company, and to the filing of this agreement as an exhibit thereto. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of January 12, 2012.
Newrace Limited | ||
By: | /s/ Junqiu Gao | |
Name: Junqiu Gao | ||
Title: Director | ||
Laifan Chu | ||
/s/ Laifan Chu | ||
Junqiu Gao | ||
/s/ Junqiu Gao |