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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
ASIAINFO HOLDINGS, INC.
-----------------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
04518A104
--------------
(CUSIP Number)
with copies to:
Eric Mok Laura Sizemore, Esq.
23/F Lincoln House, Taikoo Place White & Case LLP
979 King's Road 1155 Avenue of the Americas
Quarry Bay, Hong Kong New York, NY 10036
+852-2516-4819 (212) 819-8200
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 24, 2007
(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(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
1
SCHEDULE 13D/A
-------------------
CUSIP No. 04518A104
-------------------
----- --------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Lenovo Group Limited
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
----- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
----- --------------------------------------------------------------------------
3 SEC USE ONLY
----- --------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
----- --------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----- --------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong Special Administrative Region of the People's Republic of China
--------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ----- -------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
4,823,645
----- -------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----- -------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,823,645
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,823,645
----- --------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.20%+
----- --------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
----- --------------------------------------------------------------------------
+ Calculated using the number of outstanding shares of common stock as of
December 31, 2006 reported in the Issuer's Form 8-K filed with the U.S.
Securities and Exchange Commission on January 24, 2007.
2
SCHEDULE 13D/A
-------------------
CUSIP No. 04518A104
-------------------
----- --------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Lenovo Holdings (BVI) Limited
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
----- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
----- --------------------------------------------------------------------------
3 SEC USE ONLY
----- --------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
----- --------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----- --------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ----- -------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
4,823,645
----- -------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----- -------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,823,645
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,823,645
----- --------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.20%+
----- --------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
----- --------------------------------------------------------------------------
+ Calculated using the number of outstanding shares of common stock as of
December 31, 2006 reported in the Issuer's Form 8-K filed with the U.S.
Securities and Exchange Commission on January 24, 2007.
3
SCHEDULE 13D/A
-------------------
CUSIP No. 04518A104
-------------------
----- --------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Lenovo Sysware Limited
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
----- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
----- --------------------------------------------------------------------------
3 SEC USE ONLY
----- --------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
----- --------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----- --------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ----- -------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
4,823,645
----- -------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----- -------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,823,645
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,823,645
----- --------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.20%+
----- --------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
+ Calculated using the number of outstanding shares of common stock as of
December 31, 2006 reported in the Issuer's Form 8-K filed with the U.S.
Securities and Exchange Commission on January 24, 2007.
4
SCHEDULE 13D/A
-------------------
CUSIP No. 04518A104
-------------------
----- --------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Lenovo IT Alliance Limited
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
----- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
----- --------------------------------------------------------------------------
3 SEC USE ONLY
----- --------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
----- --------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----- --------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ----- -------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
4,823,645
----- -------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----- -------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,823,645
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
4,823,645
----- --------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.20%+
----- --------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
+ Calculated using the number of outstanding shares of common stock as of
December 31, 2006 reported in the Issuer's Form 8-K filed with the U.S.
Securities and Exchange Commission on January 24, 2007.
5
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 (the "Schedule 13D/A") amends and supplements the
statement on Schedule 13D as filed on February 21, 2006 (the "Original Schedule
13D"), as amended on September 26, 2006 ("Amendment No. 1"). This Schedule 13D/A
is being filed to report a change in the percentage of outstanding shares of
Common Stock (as defined herein) beneficially owned by the Reporting Persons (as
defined herein) which occurred as a result of the transfer of 648,769 shares of
Common Stock by Lenovo Group Limited via Lenovo IT Alliance Limited (as defined
herein) pursuant to a Settlement Agreement and Release, dated as of January 24,
2007 (the "Settlement Agreement"). The total number of outstanding shares of
Common Stock of the Issuer (as defined herein) was 43,076,034 as of December 31,
2006, as reported in the Issuer's Form 8-K filed with the U.S. Securities and
Exchange Commission on January 24, 2007 and the percentages of Common Shares
beneficially held by the Reporting Persons have changed as presented in Item 5
of this Schedule 13D/A.
ITEM 1. SECURITY AND ISSUER
The Original Schedule 13D, as amended by Amendment No. 1, relating to the
common stock, $0.01 par value per share (the "Common Stock"), of AsiaInfo
Holdings, Inc., a Delaware corporation (the "Issuer"), is hereby amended to
furnish the information set forth herein. All capitalized terms contained herein
but not otherwise defined shall have the meanings ascribed to such terms in the
previously filed Original Schedule 13D.
According to the Issuer's Form 8-K filed with the U.S. Securities and
Exchange Commission on January 24, 2007, the principal executive offices of the
Issuer are located at 4/F Zhongdian Information Tower, 6 Zhongguancun South
Street, Haidian District, Beijing 100086, People's Republic of China.
6
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended to state the final paragraph as follows:
On January 24, 2007, the Issuer and Lenovo Group Limited ("Lenovo") entered
into the Settlement Agreement to resolve certain matters arising out of an
Acquisition Agreement dated as of July 27, 2004 and an Escrow Agreement dated as
of October 19, 2004 between the Issuer and Lenovo. Pursuant to the Acquisition
Agreement, the Issuer acquired substantially all of the assets of Lenovo's
non-telecommunications IT services business. Under the Settlement Agreement,
648,769 shares of Common Stock, which had been held in escrow, were returned to
the Issuer by Lenovo via Lenovo IT Alliance Limited ("Lenovo IT Alliance"). The
transaction decreased Lenovo IT Alliance's direct beneficial ownership, as well
as the indirect beneficial ownership of Lenovo, Lenovo Holdings (BVI) Limited
("Lenovo Holdings"), and Lenovo Sysware Limited ("Lenovo Sysware"), to 4,823,645
shares of Common Stock, respectively. The foregoing description of the
Settlement Agreement is a summary and all statements made herein related to the
Settlement Agreement are qualified in their entirety by reference to the
complete text of the Settlement Agreement, which is filed as Exhibit E hereto
and is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated as follows:
The information set forth in Item 4 hereof is hereby incorporated by reference
into this Item 5.
(a)-(b) Set forth in the table below is the number and percentage of shares
of Common Stock beneficially owned by each Reporting Person as of January 25,
2007.
NUMBER OF SHARES NUMBER OF SHARES AGGREGATE
BENEFICIALLY BENEFICIALLY OWNED NUMBER OF PERCENTAGE
OWNED WITH SOLE WITH SHARED VOTING SHARES OF CLASS
VOTING AND AND DISPOSITIVE BENEFICIALLY BENEFICIALLY
NAME DISPOSITIVE POWER POWER OWNED OWNED (1)
---------------------------- ----------------------- ----------------------- --------------------- -----------------
Lenovo (2) 0 4,823,645 4,823,645 11.20%
Lenovo Holdings(3) 0 4,823,645 4,823,645 11.20%
Lenovo Sysware (4) 0 4,823,645 4,823,645 11.20%
Lenovo IT Alliance 0 4,823,645 4,823,645 11.20%
(1) The percentages of Common Stock indicated in this table are based on the
number of outstanding shares of Common Stock as of January 24, 2007 reported in
the Issuer's Form 8-K filed with the U.S. Securities and Exchange Commission on
January 24, 2007.
(2) Lenovo may be deemed to be the beneficial owner of the shares of Common
Stock of the Issuer because Lenovo IT Alliance, which is the record owner of the
shares of Common Stock, is Lenovo's indirect wholly-owned subsidiary.
(3) Lenovo Holdings may be deemed to be the beneficial owner of the shares of
Common Stock of the Issuer because Lenovo IT Alliance, which is the record owner
of the shares of Common Stock, is Lenovo Holdings' indirect wholly-owned
subsidiary.
(4) Lenovo Sysware may be deemed to be the beneficial owner of the shares of
Common
7
Stock of the Issuer because Lenovo IT Alliance, which is the record owner of the
shares of Common Stock, is Lenovo Sysware's wholly-owned subsidiary.
ITEM 6
Item 6 is hereby amended and restated as follows:
The information set forth in Item 4 hereof is incorporated herein by reference.
The foregoing description of the Settlement Agreement is a summary and all
statements made herein related to the Settlement Agreement are qualified in
their entirety by reference to the complete text of the Settlement Agreement,
which is filed as Exhibit E hereto and is incorporated herein by reference.
8
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 13, 2007
LENOVO GROUP LIMITED
/s/ Eric Mok
------------------------
Name: Eric Mok
Title: Company Secretary
LENOVO HOLDINGS (BVI) LIMITED
/s/ Eric Mok
------------------------
Name: Eric Mok
Title: Company Secretary
LENOVO SYSWARE LIMITED
/s/ Eric Mok
------------------------
Name: Eric Mok
Title: Company Secretary
LENOVO IT ALLIANCE LIMITED
/s/ Eric Mok
------------------------
Name: Eric Mok
Title: Company Secretary
9
SCHEDULE A
Executive Officers and Directors of Lenovo, Lenovo Holdings, Lenovo Sysware and
Lenovo IT Alliance:
NAME CITIZENSHIP PRESENT PRINCIPAL OCCUPATION OR BUSINESS ADDRESS
EMPLOYMENT
Ms. Xuezheng Ma Chinese Executive Director of Lenovo Group 23/F., Lincoln House, Taikoo
Limited, Director of Lenovo Holdings Place, 979 King's Road,
(BVI) Limited, Lenovo Sysware Quarry Bay, Hong Kong
Limited and Lenovo IT Alliance
Limited
Ms. Xiaoyan Wang Chinese Director of Lenovo Holdings (BVI) No. 6 Chuang Ye Road, Haidian
Limited, Lenovo Sysware Limited and District, Beijing, People's
Lenovo IT Alliance Limited Republic of China 100085
Mr. Yuanqing Yang Chinese Executive Director of Lenovo Group 500 Park Offices Drive
Limited Hwy 54 Research Triangle Park,
NC 27709, U.S.A.
Mr. William J. Amelio United States Executive Director of Lenovo Group 500 Park Offices Drive
Limited Hwy 54 Research Triangle Park,
NC 27709, U.S.A.
10
EXHIBIT INDEX
Exhibit A - Agreement among Lenovo Group Limited, Lenovo Holdings (BVI) Limited,
Lenovo Sysware Limited and Lenovo IT Alliance Limited, dated February 21, 2006,
to file this Statement jointly on behalf of each of them.+
Exhibit B - Acquisition Agreement, dated as of July 27, 2004, by and between
AsiaInfo Holdings, Inc. and Lenovo Group Limited.+
Exhibit C - Supplement and Amendment No. 1 to Acquisition Agreement, dated
October 1, 2004, by and between AsiaInfo Holdings, Inc. and Lenovo Group
Limited.+
Exhibit D - Forward Contract, dated as of October 19, 2004, by and between
Bonson Information Technology Limited and Lenovo IT Alliance Limited.+
Exhibit E - Settlement Agreement, dated as of January 24, 2007, by and between
AsiaInfo Holdings, Inc. and Lenovo Group Limited.
+Filed with the Securities and Exchange Commission as an exhibit to the
Statement on Schedule 13D on February 21, 2006 and incorporated by reference
herewith.
11