-----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, GcgH+7Imi4xHLLxh7MXACcyklCI8nmJq3TprsgdrX68uzW59F1OpbDYPynAYn2XP 0F1Bj9iYEf3MJMDvKMjVDA== 0001104659-06-078123.txt : 20061128 0001104659-06-078123.hdr.sgml : 20061128 20061128170414 ACCESSION NUMBER: 0001104659-06-078123 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061128 DATE AS OF CHANGE: 20061128 GROUP MEMBERS: PROFIT LOYAL CONSULTANTS LIMITED FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ma Gehua CENTRAL INDEX KEY: 0001381685 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 011-86-10-852-88708 MAIL ADDRESS: STREET 1: ROOM 1308/1315, CHAI INT'L BUILDING, #8 STREET 2: JIANGUOMENWEI YONGANDONGLI CITY: BEIJING STATE: F4 ZIP: 100002 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Yucheng Technologies LTD CENTRAL INDEX KEY: 0001356462 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82213 FILM NUMBER: 061242800 BUSINESS ADDRESS: STREET 1: 105 WEST 13TH STREET STREET 2: SUITE 7A CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 646-383-4832 MAIL ADDRESS: STREET 1: 105 WEST 13TH STREET STREET 2: SUITE 7A CITY: NEW YORK STATE: NY ZIP: 10011 SC 13D 1 a06-24696_6sc13d.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549



 

SCHEDULE 13D
(Rule 13d-101)




 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)

(Amendment No. __)*

 

Yucheng Technologies Limited

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

G98777108

(CUSIP Number)

 

With a copy to:

with a copy to:

 

Ma Huage

Andrew D. Hudders, Esq

 

Yucheng Technologies Limited

Graubard Miller

 

3rd Floor — Tower B

The Chrysler Building

 

Beijing Financial Trust Building

405 Lexington Avenue, 19th Floor

 

5 Anding Road, Chaoyang District

New York, New York 10016

 

Beijing, China 100002

(212) 816-8614

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

November 24, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o.

Note: Schedules filed in paper shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

*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).

Persons who respond to the collection of information contained in this form are not required to respond unless for displays a current valid OMB control number.

 




 

CUSIP No.   G98777108

 

 

1.

Names of Reporting Person. S.S. or I.R.S. Identification No. of above person

Ma Huage                                                                                                                             I.D. No.

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds*

AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Peoples Republic of China

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

849,752

 

8.

Shared Voting Power

-0-

 

9.

Sole Dispositive Power

849,752

 

10.

Shared Dispositive Power

-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

849,752

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13.

Percent of Class Represented by Amount in Row (11)

8.9%

 

 

14.

Type of Reporting Person (See Instructions)

IN

 

2




 

 

 

 

1.

Names of Reporting Person. S.S. or I.R.S. Identification No. of above person

Profit Loyal Consultants Limited                                                                                       I.D. No.

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds*

AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Peoples Republic of China

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

849,752

 

8.

Shared Voting Power

-0-

 

9.

Sole Dispositive Power

849,752

 

10.

Shared Dispositive Power

-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

849,752

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13.

Percent of Class Represented by Amount in Row (11)

8.9%

 

 

14.

Type of Reporting Person (See Instructions)

CO

 

3




 

Item 1.

Security and Issuer

 

The class of equity securities to which this Statement on Schedule 13D relates is the ordinary common shares, no par value (the “Common Stock”), of Yucheng Technologies Limited, a British Virgin Islands company (the “Issuer”).  The principal executive office of the Issuer is 3rd Floor — Tower B, Beijing Financial Trust Building, 5 Anding Road, Chaoyang District, Beijing, China  100024.

Item 2.

Identity and Background

 

(a)    Ma Huage, for himself and on behalf of his personal holding company, the record owner, Profit Loyal Consultants Limited, a BVI company, of which he is a shareholder, director and officer.

 

(b)    The Reporting Persons are an individual and a company.  The Reporting Persons’ business address is 3rd Floor — Tower B, Beijing Financial Trust Building, 5 Anding Road, Chaoyang District, Beijing, China  100024.

 

(c)    The Reporting Person is the Chief Executive Officer and a director of the Issuer.  The corporate Reporting Person is a personal holding company of which the individual Reporting Person has voting and dispositive control.

 

(d)    During the past five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)    During the past five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)     The individual Reporting Person is a citizen of the Peoples Republic of China.  The corporate Reporting Person is a corporation formed under the laws of the British Virgin Islands.

Item 3.

Source and Amount of Funds or Other Consideration

The Reporting Persons acquired the shares of the Issuer pursuant to a Stock Purchase Agreement under which all the shares of Ahead Billion Venture Limited (“Ahead Billion”) and Port Wing Development Company Limited (“Port Wing”), British Virgin Islands companies, of which the corporate Reporting Person was a stockholder, were exchanged for shares of the Issuer.  The exchange was consummated on November 24, 2006.  The corporate Reporting Person surrendered all of its shares in exchange for 849,752 shares of Common Stock and a cash payment.  The shares

 

4




 

are held through a corporation over which the individual Reporting Person has voting and dispositive authority.

Under the terms of the Stock Purchase Agreement, the individual Reporting Person became the Chief Executive Officer and a director of the Issuer.

In connection with the exchange transaction, the corporate Reporting Person, entered into a voting agreement with the Issuer.  Under the voting agreement the parties agree that for three years after November 24, 2006, they will vote or cause to be voted all of their shares of Common Stock for six directors nominated by the selling stockholders of Ahead Billion and Port Wing and three directors nominated by Mr. Chih Cheung, the non-executive chairman of the board and Mr. James Li, a director of the Issuer.  Currently, there are seven directors.

Item 4.

Purpose of Transaction

The Reporting Persons obtained the Common Stock for investment purposes.  The Reporting Persons disclaim any membership in a group relating to the Issuer except with respect to the potential for shared voting authority under the voting arrangements described above in Item 3.

At the date of this Statement, the Reporting Persons, except as set forth in this Statement, for the terms of the Voting Agreement discussed in Item 3 above, and consistent with the individual Reporting Person’s position as a director and management of the Issuer, does not have any plans or proposals which would result in:

 

(a)           The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, except that the Reporting Persons may, depending upon prevailing market prices or conditions, decide to increase or decrease its position in the Issuer through open market or privately negotiated transactions with third parties:

 

(b)           An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c)           A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

(d)           Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors;

 

(e)           Any material change in the present capitalization or dividend policy of the Issuer;

 

5




 

(f)            Any other material change in the Issuer’s business or corporate structure;

 

(g)           Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which ay impede the acquisition of control of the Issuer by any person;

 

(h)           Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i)            A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

 

(j)            Any action similar to any of those actions enumerated above.

Item 5.

Interest in Securities of the Issuer

As of November 24, 2006, the Reporting Persons beneficially owned 849,752 shares of the Issuer’s Common Stock (the “Shares”) representing approximately 8.9% of the shares of the Issuer’s Common Stock issued and outstanding as of such date.

Transactions by the Reporting Persons in the Issuer’s Common Stock effected in the past 60 days are described in Item 3 above.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

See Item 3 above for a discussion of the voting agreement under which the Reporting Persons may have the right to vote shares of common stock held by various shareholders of the common stock of the Issuer.

Item 7.

Material to Be Filed as Exhibits

Voting Agreement dated November 24, 2006.  Incorporated by reference from Registration Statement 333-132814, Item 10.21.

 

Joint Filing Agreement, dated November 24, 2006.

 

6




 

SIGNATURE

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

Dated:  November 24, 2006

 

 

 

 

 

 

/s/ Ma Huage

 

Ma Huage, individually and for Profit Loyal

 

Consultants Limited

 

7




 

JOINT FILING AGREEMENT

Agreement, dated as of November 24, 2006, between Profit Loyal Consultants Limited and Ma Huage (collectively, the “Parties”).

Each of the Parties hereto represents to the other Parties that it is eligible to use Schedule 13D to report its beneficial interest in ordinary shares Yucheng Technologies Limited beneficially owned and reported upon in the Schedule 13D of which this agreement is an exhibit (“Schedule 13D”) by each of the above-named Parties, and each of the above Parties will file the Schedule 13D on behalf of itself.

Each of the Parties agrees to be responsible for the timely filing of the Schedule 13D and any and all amendments thereto and for the completeness and accuracy of the information concerning itself contained in the Schedule 13D, and the other Parties to the extent it knows or has reason to believe that any information about the other Parties is inaccurate.

 

PROFIT LOYAL CONSULTANTS LIMITED

 

 

 

 

 

 

 

By:

/s/ Ma Huage

 

Name:

Ma Huage

 

Title:

Director

 

 

 

 

 

 

 

/s/ Ma Huage

 

Ma Huage, Individually

 

8



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