| | | (a) This Statement is filed jointly on behalf of the following persons (collectively, the “Reporting Persons”): Cathay Capital Holdings II, L.P. (“Cathay Capital”); Cathay Master GP, Ltd. (“Cathay GP”); New China Capital Management, LP (“New China”); NCCM, LLC (“NCCM”); TAM China, LLC (“TAM China”); The Cathay Investment Fund, Limited (“CIF”); New China Investment Management, Inc. (“NCIM”); Paloma International L.P. (“PILP”); Paloma Partners LLC (“Paloma Partners”); Paloma International Limited (“Paloma Limited”); Paloma Partners Management Company (“PPMC”); Trust Asset Management, LLP (“TAM”); S. Donald Sussman (“Mr. Sussman”); Paul S. Wolansky (“Mr. Wolansky”); and Hermann Leung (“Mr. Leung”). We sometimes herein refer to Cathay Capital, Cathay GP, New China, NCCM, CIF, NCIM and Messrs. Wolansky and Leung as the “New China Reporting Persons” and to TAM China, PILP, Paloma Partners, Paloma Limited, PPMC, TAM, and Mr. Sussman as the “Sussman Reporting Persons.” The Reporting Persons are filing this Statement jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 1 and incorporated herein by reference (the “Joint Filing Agreement”). (i) Cathay Capital: Cathay Capital is a private investment fund typically engaged in making private equity and related investments in companies operating in greater China. (ii) Cathay GP: Cathay GP is the general partner of Cathay Capital. Messrs. Sussman, Wolansky and Leung, directly and/or indirectly, own Cathay GP and Mr. Sussman and Mr. Wolansky are the sole directors of Cathay GP. (iii) New China: New China is the investment manager for Cathay Capital. Mr. Sussman and Mr. Wolansky each, directly and/or indirectly, own 50% of the interests in New China. (iv) NCCM: NCCM is the general partner of New China. Mr. Wolansky is the owner and sole member of NCCM. (v) TAM China: TAM China is a general partner of New China. Mr. Sussman, directly and/or indirectly, owns and is the sole member of TAM China. (vi) CIF: CIF is a private investment fund formerly engaged in making private equity and related investments in greater China and currently in the process of returning capital to investors. (vii) NCIM: NCIM is the investment manager for CIF. Messrs. Sussman, Wolansky and Leung are officers of NCIM and Mr. Sussman and Mr. Wolansky are the sole shareholders and directors of NCIM. (viii) Mr. Wolansky: Mr. Wolansky’s positions and holdings are described in (ii), (iii), (iv) and (vii) above. (ix) Mr. Leung: In addition to the information regarding Mr. Leung provided in (ii) and (vii) above, Mr. Leung is the Executive Director of New China Capital Management (HK) Limited, an affiliate of New China. (x) Mr. Sussman: In addition to the information regarding Mr. Sussman provided in (ii), (iii), (v) and (vii) above, Mr. Sussman, directly and/or indirectly, owns and controls TAM and is the President of Capital Asset Management, its managing partner. Mr. Sussman is also Chairman and founder of PPMC and co-owns PPMC with certain of its senior employees. (xi) PILP: PILP is the master fund into which Paloma Limited and Paloma Partners invest substantially all of their capital. PILP holds its shares of the Issuer’s Common Stock through Sunrise Partners Limited Partnership (“Sunrise”), a subsidiary of PILP. (xii) Paloma Partners: Paloma Partners is a private fund which invests substantially all of its capital in PILP through a master-feeder structure. (xiii) Paloma Limited: Paloma Limited is a private fund which invests substantially all of its capital in PILP through a master-feeder structure. (xiv) PPMC: PPMC is an investment adviser registered with the U.S. Securities and Exchange Commission (the “SEC”). PPMC is the special member of Paloma Partners, provides advisory and non-advisory services to Paloma Limited and Paloma Partners based on a services agreement, and is a general partner of PILP and Sunrise. (xv) TAM: TAM is, directly and/or indirectly, an owner of Cathay GP and New China, the managing member of Paloma Partners, and a general partner of PILP and Sunrise. TAM also serves as the trading advisor for Paloma Limited. The name, citizenship, business address, present principal occupation or employment, and the name and principal business of any corporation or other organization in which such employment is conducted of each of the executive officers and directors of the Reporting Persons are set forth on Schedule A hereto. Each of Mr. Sussman and Mr. Wolansky had previously jointly filed a Schedule 13G and amendments thereto on each of February 13, 2008, February 12, 2010 and October 28, 2010, in each case disclosing their respective beneficial ownership interests in the Common Stock then held directly by Cathay Auto Services Limited (“Cathay Auto”) and its sole shareholder, CIF. Each of Mr. Sussman and Mr. Wolansky held 50% of the outstanding shares of NCIM, the investment manager of CIF. As a result, each of Mr. Sussman and Mr. Wolansky may have been deemed to beneficially own all of the Common Stock held by Cathay Auto and CIF. Between May 2010 and July 2010, CIF distributed to its shareholders 121,540,560 shares of Common Stock and distributed to NCIM 7,873,300 shares of Common Stock. As a result of such distributions, each of Mr. Sussman, Mr. Wolansky, Cathay Auto, CIF and NCIM filed an amendment to their Schedule 13G on October 28, 2010 (the “Terminating 13G Filing”) disclosing such changes in their respective beneficial ownerships and that each of such persons no longer were beneficial owners of more than five percent of the Common Stock of the Issuer. The Terminating 13G Filing, however, did not include 11,369,120 shares of Common Stock then collectively held by Paloma Partners and Paloma Limited. Based on the relationships between Mr. Sussman and those entities in Item 2(a) above, Mr. Sussman may have been deemed to beneficially own all of the Common Stock held by those entities. On May 16, 2011, PILP (through Sunrise) acquired 13,000,000 shares of Common Stock. As a result of such acquisition, Mr. Sussman may have been deemed to beneficially own in the aggregate 50,548,860 shares of Common Stock representing approximately 5.0% of the outstanding shares of Common Stock (based on a total of 1,010,997,726 shares of Common Stock reported by the Issuer as outstanding as of December 31, 2010 in the Issuer’s annual report on Form 20-F/A dated June 3, 2011 (for the fiscal year ended December 31, 2010)). These 50,548,860 shares of Common Stock were comprised of 13,000,000 shares held by PILP, 7,407,940 shares held by Paloma Partners, 3,961,180 shares held by Paloma Limited, 26,075,340 shares held by Mr. Sussman (directly, and through the GRAT and Caremi, as discussed below in Item 3(viii)), and 104,400 shares held by CIF. As a result of the relationships between each of the Reporting Persons described in this Schedule 13D, the Reporting Persons have elected to jointly file this Schedule 13D. Notwithstanding the foregoing, each of the Reporting Persons either disclaims the existence of a “group” within the meaning of Section 13(d)(3) of the Act between the Reporting Person and any other Reporting Person or has described herein a relationship with another Reporting Person but does not affirm the existence of such a group. Even if deemed to beneficially own all of the Common Stock held by each Reporting Person that held Common Stock between the date of the Terminating 13G Filing and May 16, 2011 (excluding Mr. Wolansky in his individual capacity), Mr. Sussman would not have been deemed to hold more than 5% of the outstanding shares of Common Stock at any point during that period. The shares of Common Stock reported to be beneficially owned by some of the Reporting Persons in this Schedule 13D are held by them and the other Reporting Persons in different capacities, with potentially different economic beneficial interests and in some cases with fiduciary obligations for different investor constituencies. The Reporting Persons note that it may or may not be consistent with these potentially differing interests and obligations to act in concert with the other Reporting Persons in respect of the Common Stock, depending on the circumstances. Information with respect to each Reporting Person is given solely by such Reporting Person and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person except to the extent that he or it knows or has reason to believe that such information is inaccurate. (b) The business addresses of the Reporting Persons are as follows: Cathay Capital Holdings, L.P. Cathay Master GP, Ltd. New China Capital Management, LP NCCM, LLC TAM China, LLC The Cathay Investment Fund, Limited New China Investment Management, Inc. Paul S. Wolansky One Dock Street Stamford, CT 06902 -5836 PILP PPMC Paloma Partners Two American Lane Greenwich, CT 06836-2571 Paloma Limited c/o Harbour Financial Services Limited Victoria Place, 31 Victoria Street Hamilton HM10 Bermuda Mr. Sussman TAM 6100 Red Hook Quarters, Suite C1-C6 St. Thomas, United States Virgin Islands 00802-1348 Hermann Leung E4, 82 Repulse Bay Road Hong Kong (c) The present principal occupation of Mr. Sussman is serving as owner and/or manager of TAM China, President of Capital Asset Management, the managing partner of TAM, and Chairman of PPMC. The present principal occupation of Mr. Wolansky is serving as owner and/or manager of NCCM, NCIM and other entities. The present principal occupation of Mr. Leung is reviewing and monitoring investments for Cathay Capital and other entities. The principal business of each of NCCM and TAM China is serving as a general partner of New China. The principal business of Cathay GP is serving as the general partner of Cathay Capital and other limited partnerships. The principal business of New China is serving as investment manager for Cathay Capital and other limited partnerships. The principal business of Cathay Capital is acquiring and holding, directly or indirectly, interests in the Issuer and other securities. The principal business of TAM is providing advisory services to Paloma Partners, Paloma Limited, PILP and other private investment funds. The principal business of PPMC is providing advisory and non-advisory services to Paloma Partners, Paloma Limited, PILP and other private investment funds. The principal business of Paloma Partners, Paloma Limited and PILP is acquiring and holding, directly or indirectly, interests in the Issuer and other investments. (d) No Reporting Person, nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Person, nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A hereto, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is 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 citizenship of each of the Reporting Persons is as follows: Cathay Capital – Cayman Islands Cathay GP – Cayman Islands CIF – Cayman Islands New China – Delaware NCCM – Delaware TAM China – Delaware NCIM – Delaware PILP – Delaware Paloma Partners – Delaware Paloma Limited – Bermuda PPMC – Delaware TAM – United States Virgin Islands Mr. Sussman – United States Mr. Wolansky – United States Mr. Leung – Australia |
