UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 2
Under the Securities Exchange Act of 1934
AUTOCHINA INTERNATIONAL LIMITED
(Name of Issuer)
Ordinary Shares, $.001 par value per share
(Title of Class of Securities)
(CUSIP Number)
c/o AutoChina International Limited
No.322, Zhongshan East Road
Shijiazhuang, Hebei
People’s Republic of China
+86 311 8382 7688
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(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 format 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).
(Continued on following pages)
(Page 1 of 7 Pages)
| 1 | NAME OF REPORTING PERSONS HONEST BEST INT’L LTD. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS SC, WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) None |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 15,481,357 |
| 8 | SHARED VOTING POWER -0- |
| 9 | SOLE DISPOSITIVE POWER 15,481,357 |
| 10 | SHARED DISPOSITIVE POWER -0- |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,481,357 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.77% |
| 14 | TYPE OF REPORTING PERSON CO |
| 1 | NAME OF REPORTING PERSONS Yong Hui Li | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS Not Applicable |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) None |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Canadian |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
| 8 | SHARED VOTING POWER 15,481,357 |
| 9 | SOLE DISPOSITIVE POWER -0- |
| 10 | SHARED DISPOSITIVE POWER 15,481,357 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,481,357 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.77% |
| 14 | TYPE OF REPORTING PERSON IN |
| CUSIP No. G06750106 | | Page 4 of 8 Pages |
| Item 1. | Security and Issuer. |
This Amendment No. 2 to Schedule 13D relates to the ordinary shares, par value $0.001 per share (“Ordinary Shares”), of AutoChina International Limited, a Cayman Islands company (the “Issuer”). The address of the Issuer's principal executive office is No.322, Zhongshan East Road, Shijiazhuang, Hebei, People’s Republic of China.
| Item 2. | Identity and Background. |
| | (a), (f) | This Amendment No. 2 to Schedule 13D is filed by (i) Honest Best Int’l Ltd, a company organized under the jurisdiction of the British Virgin Islands (“Honest Best”); and (ii) Yong Hui Li, a citizen of Canada (collectively, the “Reporting Persons”). This Amendment removes Ms. Yan Wang, a citizen of Canada and spouse of Mr. Yong Hui Li, as a Reporting Person because she ceased to be a director or an officer of Honest Best. |
| | (b) | The business address of each of the Reporting Persons is No.322, Zhongshan East Road, Shijiazhuang, Hebei, People’s Republic of China. |
| | (c) | Honest Best is in the business of acting as an investment holding company. Yong Hui Li is the sole director and the sole executive officerof Honest Best. Yong Hui Li is the chairman and chief executive officer of the Issuer. |
| | (d) | During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). |
| | (e) | During the past five years, none of the Reporting Persons has 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 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. |
| Item 3. | Source and Amount of Funds and Other Consideration. |
On April 9, 2009 (the “Closing Date”), the Issuer consummated its acquisition of AutoChina Group Inc. (“AutoChina”), as a result of which Honest Best acquired 8,606,250 Ordinary Shares of the Issuer (the “Transaction”). Prior to the Closing Date, Honest Best owned 100% of the issued and outstanding equity shares of AutoChina.
On December 16, 2011, pursuant to the terms of a share exchange agreement, dated as of February 4, 2009, as amended (the “Share Exchange Agreement”), by and among Yong Hui Li, Yan Wang, Honest Best, AutoChina Group Inc., Fancy Think Limited, Hebei Chuanglian Trade Co., Ltd., Hebei Kaiyuan Real Estate Development Co., Ltd., Hebei Huiyin Investment Co., Ltd., Hebei Hua An Investment Co., Ltd., Hebei Tianmei Insurance Agency Co., Ltd., Hebei Shijie Kaiyuan Logistics Co., Ltd., Hebei Shijie Kaiyuan Auto Trade Co., Ltd., Shanxi Chuanglian Auto Trade Co., Ltd., and AutoChina, AutoChina issued an earnout of 3,923,153 of its ordinary shares, par value $0.001, to Honest Best (the “2010 Earnout”). The Company and Honest Best have agreed to amend the Share Exchange Agreement cancelling any future earnouts.
Yong Hui Li is the sole shareholder of Honest Best.
| CUSIP No. G06750106 | | Page 5 of 8 Pages |
The aggregate purchase price of the 328,834 Ordinary Shares beneficially owned by the Reporting Persons not acquired pursuant to the Trasnaction is approximately $7,099,646, the source of which was Honest Best’s working capital.
| Item 4. | Purpose of Transaction. |
On February 4, 2009, the Issuer entered into a share exchange agreement (as amended by Amendment No. 1 dated March 11, 2009, the “Share Exchange Agreement”) with Yong Hui Li, Yan Wang, Honest Best, AutoChina, Fancy Think Limited, Hebei Chuanglian Trade Co., Ltd., Hebei Kaiyuan Real Estate Development Co., Ltd., Hebei Huiyin Investment Co., Ltd., Hebei Hua An Investment Co., Ltd., Hebei Tianmei Insurance Agency Co., Ltd., Hebei Shijie Kaiyuan Logistics Co., Ltd., Hebei Shijie Kaiyuan Auto Trade Co., Ltd., and Shanxi Chuanglian Auto Trade Co., Ltd., pursuant to which, on the Closing Date, the Issuer acquired all of the outstanding shares of AutoChina. Prior to the Closing Date, Honest Best owned 100% of the issued and outstanding equity shares of AutoChina.
Pursuant to the Share Exchange Agreement, at the closing of the Transaction, the Issuer issued 8,606,250 ordinary shares in the Issuer in upfront consideration to Honest Best, of which 10% was held back and placed in escrow. The release of 50% of the holdback consideration was conditioned on the combined company exceeding $22.5 million EBITDA and 30% EBITDA Growth (each as defined in the Share Exchange Agreement) for the 2009 fiscal year. The remaining 50% of the holdback consideration was released following delivery of the 2009 audited financial statements for the combined company. All of the holdback consideration was released, without any reduction as a result of any damages claimed pursuant to the indemnification provisions of the Share Exchange Agreement. In addition, pursuant to an earn-out provision in the Share Exchange Agreement, on each December 31 through the year ended December 31, 2013, the Issuer agreed to issue to Honest Best between 5% and 20% of the number of Ordinary Shares outstanding as of December 31 of the immediately preceding fiscal year if the Issuer achieves a minimum EBITDA and certain Targeted EBITDA Growth (each as defined in the Share Exchange Agreement). The Issuer and Honest Best subsequently agreed to cancel all earnouts for fiscal years ending after December 31, 2010.
On January 6, 2012, the Reporting Person’s announced that they intended to purchase $4 million or more worth of Ordinary Shares over the coming weeks. As described in Item 5(c) below, during the past 60 days the Reporting Persons purchased an aggregate of 328,834 Ordinary Shares. An aggregate of 28,834 Ordinary Shares were purchased in open market transaction, and the remaining 300,000 Ordinary Shares were purchased in a private transaction on January 11, 2012. The Reporting Persons purchased the Ordinary Shares based on their belief that the Ordinary Shares, when purchased, were undervalued and represented an attractive investment opportunity.
Depending on various factors, the Reporting Persons may in the future, from time to time, dispose of some or all of the Ordinary Shares beneficially owned by them or acquire additional Ordinary Shares in the open market or otherwise, or take any other lawful actions they deem to be in their best interests with respect to their investment in the Issuer.
The Reporting Persons may, at any time and from time-to-time, review or reconsider their position, change their purpose or formulate plans or proposals with respect thereto.
Other than the Reporting Persons’ beneficial ownership of the Ordinary Shares, Yong Hui Li’s status as an officer and director of the Issuer and as described above, the Reporting Persons do not have any current plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer; (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 of 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 directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (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 may impede the acquisition of control of the issuer by any other 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 Securities Act; or (j) any similar action to those enumerated above.
| CUSIP No. G06750106 | | Page 6 of 8 Pages |
| Item 5. | Interest in Securities of the Company. |
(a) Honest Best owns an aggregate of 15,481,357 Ordinary Shares, representing approximately 65.77% of the total issued and outstanding Ordinary Shares based on 23,538,919 Ordinary Shares outstanding as of January 1, 2012. Yong Hui Li shares beneficial ownership of the securities through his being the sole officer, director and shareholder of Honest Best.
(b) Except as described in Item 5(a) above, none of the Reporting Persons share voting or dispositive power over any Ordinary Shares. Through his share ownership in Honest Best, Yong Hui Li may also be deemed to be the beneficial owner of such Ordinary Shares.
(c) In addition to the the transactions in connection with the Share Exchange Agreement as reported in this Amendment No. 2 to Schedule 13D, the Reporting Persons have effected the following transactions in the Ordinary Shares of the Issuer in the past sixty (60) days:
| Name | Date | Quantity | Price Per Share | Method |
| Honest Best | 12/19/2011 | 4,190 | $20 | Market purchase |
| Honest Best | 1/9/2012 | 14,644 | $21.50 | Market purchase |
| Honest Best | 1/9/2012 | 10,000 | $21.60 | Market purchase |
| Honest Best | 1/11/2012 | 300,000 | $21.50 | Private transaction |
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by the Reporting Person.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Other than the arrangements described under this Amendment No. 2 to Schedule 13D, the Reporting Persons have not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
| Item 7. | Materials to be Filed as Exhibits. |
| 1. | Joint Filing Agreement, dated as of May 20, 2009 among the Reporting Persons, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.(1) |
| CUSIP No. G06750106 | | Page 7 of 8 Pages |
| 2. | Share Exchange Agreement(2) |
| 3. | Amendment No. 1 to the Share Exchange Agreement(3) |
| 4. | Letter Agreement, dated February 16, 2011, by and between AutoChina International Limited and Honest Best Int’l Ltd.(4) |
| 5. | Amendment No. 2 to the Share Exchange Agreement |
(1) Incorporated by reference to the Schedule 13D, filed by the Reporting Persons with the SEC on May 21, 2009.
(2) Incorporated by reference to the Issuer’s Final Proxy Statement, filed with the SEC as Exhibit 99.1 to its Form 6-K dated March 11, 2009.
(3) Incorporated by reference to the Issuer’s Final Proxy Statement, filed with the SEC as Exhibit 10.1 to its Form 6-K dated March 25, 2009.
(4) Incorporated by reference to the Exhibit 10.1 to the Issuer’s Form 6-K filed with the SEC on February 16, 2011.
| CUSIP No. G06750106 | | Page 8 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: January 18, 2012
| | HONEST BEST INT’L LTD. | |
| | | | |
| | By: | /s/ Yong Hui Li | |
| | | Name: Yong Hui Li | |
| | | Title: Sole Director | |
| | | | |
| | | | |
| | | /s/ Yong Hui Li | |
| | | Yong Hui Li | |
| | | | |
