| Item 1. | Security and the Issuer |
| | This statement on Schedule 13D (this “Statement”) relates to the ordinary shares of common stock, par value $0.001 (the “Common Stock”), of Plastec Technologies Ltd. (formerly GSME Acquisition Partners I), a Cayman Islands exempted company (the “Issuer”). The principal executive offices of the Issuer are located at Unit 01, 21/F, Aitken Vanson Centre, 61 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong. |
| Item 2. | Identity and Background |
| | (a) This Statement is filed jointly on behalf of the following persons (collectively, the “Reporting Persons”): Cathay Plastic Limited (“Cathay Plastic”); Cathay Capital Holdings, 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”); S. Donald Sussman (“Mr. Sussman”) and Paul S. Wolansky (“Mr. Wolansky”). 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”). Cathay Capital is the sole shareholder of Cathay Plastic. Mr. Wolansky and Hermann Leung (“Mr. Leung”) are the sole officers and directors of Cathay Plastic. Cathay GP is the general partner of Cathay Capital. New China is the investment manager for Cathay Capital. Mr. Sussman and Mr. Wolansky are the sole officers and directors of Cathay GP. NCCM and TAM China are the general partners of New China. Mr. Wolansky is the sole member of NCCM. Mr. Sussman is the sole member of TAM China. (b) The business addresses of the Reporting Persons and Mr. Leung are as follows: Cathay Plastic Limited 14th Floor, St. John’ Bldg. 33 Garden Road Hong Kong Cathay Capital Holdings, L.P. Cathay Master GP, Ltd. New China Capital Management, LP NCCM, LLC TAM China, LLC Paul S. Wolansky One Dock Street Stamford, CT 06902 S. Donald Sussman 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 and other entities. The present principal occupation of Mr. Wolansky is serving as owner and/or manager of NCCM 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, interest s in the Issuer and other securities. The principal business of Cathay Plastic Limited is acquiring and holding an interest in the Issuer. (d) Neither any Reporting Person nor Mr. Leung has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither any Reporting Person nor Mr. Leung 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 or Mr. Leung 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 and Mr. Leung is as follows: Cathay Plastic – British Virgin Islands Cathay Capital – Cayman Islands Cathay GP – Cayman Islands New China – Delaware NCCM – Delaware TAM China – Delaware Mr. Sussman – United States Mr. Wolansky – United States Mr. Leung – Australia |
| Item 3. | Source and Amount of Funds or other Consideration |
| | Cathay Plastic acquired all of the reported securities in exchange for its ownership of twenty percent (20%) of the equity interests in Plastec International Holdings Limited, a British Virgin Islands company (“Former Plastec”), pursuant to the Amended and Restated Agreement and Plan of Reorganization (the “Merger Agreement”) by and among the Issuer, GSME Acquisition Partners I Sub Limited, Former Plastec, and the shareholders of Former Plastec, dated September 13, 2010, as amended by Amendment No. 1 (“Amendment No. 1”) to Amended and Restated Agreement and Plan of Reorganization, by and among the same parties, dated December 9, 2010. The Merger Agreement is attached as Exhibit 2.1 to the report on Form 6-K filed by the Issuer on September 14, 2010, and is incorporated herein by reference. 60; Amendment No. 1 is attached as Exhibit 2.1 to the report on Form 6-K filed by the Issuer on December 9, 2010, and is incorporated herein by reference. |
| Item 4. | Purpose of Transaction |
| | (a)-(j) Subject to applicable law and regulations, and depending upon certain factors, including without limitation, general market and investment conditions, the financial performance of the Issuer, and the availability of shares of Common Stock at prices that would make the purchase of shares of Common Stock desirable, the Reporting Persons may increase their position in the Issuer through, among other things, the purchase of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. In particular, Cathay Plastic may exercise its rights pursuant to (i) the Registration Rights Agreement by and among the Issuer and the shareholders of Former Plastec, dated December 16, 2010, attached as Exhibit 4.17 to t he report on Form 20-F filed by the Issuer on December 22, 2010, and incorporated herein by reference and (ii) a put/call option agreement (the “Put/Call Agreement”) by and between Cathay Plastic and Kin Sun Sze-To (“Mr. Sze-to”), dated December 13, 2010, attached hereto as Exhibit 5 and incorporated herein by reference. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. |
| Item 5. | Interest in Securities of the Issuer |
| | (a), (b) As of the date hereof, the Reporting Persons own an aggregate of 2,326,628 shares of Common Stock. Based upon a total of 9,246,351 outstanding shares of Common Stock, as reported in the Issuer’s annual report on Form 20-F filed December 22, 2010, the Reporting Persons’ shares represent approximately 25.163% of the outstanding shares of Common Stock. All shares of Common Stock held by the Reporting Persons are directly held by Cathay Plastic. The other Reporting Persons and Mr. Leung may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) these shares due to the relationships described in Item 2(a). The other Reporting Persons and Mr. Leung disclaim beneficial ownership of any shares of Common Stock. As of the date hereof, neither any Reporting Person nor Mr. Leung owns any shares of Common Stock other than those set forth in this Item 5. (c) On December 16, 2010, Cathay Plastic acquired beneficial ownership of all of the reported securities in exchange for its equity interests in Former Plastec pursuant to the Merger Agreement, as described in Item 3. The Reporting Persons have made no other acquisitions or dispositions of Common Stock. |
| | (d) No person other than the Reporting Persons and Mr. Leung has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above. (e) Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
| | On February 15, 2011, the Reporting Persons entered into the Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. The Joint Filing Agreement is attached hereto as Exhibit 1. On September 13, 2010, Cathay Plastic, as a shareholder of Former Plastec, entered into the Merger Agreement, described more fully in Item 3. On December 9, 2010, Cathay Plastic, as a shareholder of Former Plastec, entered into Amendment No. 1 thereto, described more fully in Item 3. On December 16, 2010, Cathay Plastic entered into the Registration Rights Agreement, described more fully in Item 4. On December 13, 2010, Cathay Plastic entered into the Put/Call Agreement, described more fully in Item 4. Except for the matters described herein, no Reporting Person has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer. |
| Item 7. | Material to Be Filed as Exhibits |
| Exhibit 1 | Joint Filing Agreement, dated February 15, 2011, by and among the Reporting Persons. |
| Exhibit 2 | Amended and Restated Agreement and Plan of Reorganization by and among the Issuer, GSME Acquisition Partners I Sub Limited, Former Plastec, and the shareholders of Former Plastec, dated September 13, 2010, attached as Exhibit 2.1 to the report on Form 6-K filed by the Issuer on September 14, 2010, and incorporated herein by reference. |
| Exhibit 3 | Amendment No. 1 to Amended and Restated Agreement and Plan of Reorganization by and among the Issuer, GSME Acquisition Partners I Sub Limited, Former Plastec, and the shareholders of Former Plastec, dated December 9, 2010, attached as Exhibit 2.1 to the report on Form 6-K filed by the Issuer on December 9, 2010, and incorporated herein by reference. |
| Exhibit 4 | Registration Rights Agreement by and among the Issuer and the shareholders of Former Plastec, dated December 16, 2010, attached as Exhibit 4.17 to the report on Form 20-F filed by the Issuer on December 22, 2010, and incorporated herein by reference. |
| Exhibit 5 | Put/call option agreement, by and between Cathay Plastic and Mr. Sze-to, dated December 13, 2010. |
