| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
AutoNavi Holdings Limited
(Name of Issuer)
Ordinary shares of par value of $0.0001 per share
(Title of Class of Securities)
G0711U 106
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o | Rule 13d-1(b) |
o | Rule 13d-1(c) |
x | Rule 13d-1(d) |
* 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 the disclosures provided in a prior cover page.
The information required in 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).
1 | Names of Reporting Persons | |||
2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | o | ||
| (b) | o | ||
3 | SEC Use Only
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4 | Citizenship or Place of Organization | |||
Number of | 5 | Sole Voting Power | ||
6 | Shared Voting Power | |||
7 | Sole Dispositive Power | |||
8 | Shared Dispositive Power | |||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
11 | Percent of Class Represented by Amount in Row (9) | |||
12 | Type of Reporting Person | |||
* Represent 7.3% of the total outstanding shares on an as-converted basis assuming the Issuer’s outstanding series A convertible preferred shares, par value $0.0001 per share, are converted into ordinary shares on an one-for-one basis.
1 | Names of Reporting Persons | |||
2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | o | ||
| (b) | o | ||
3 | SEC Use Only
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4 | Citizenship or Place of Organization | |||
Number of | 5 | Sole Voting Power | ||
6 | Shared Voting Power | |||
7 | Sole Dispositive Power | |||
8 | Shared Dispositive Power | |||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
11 | Percent of Class Represented by Amount in Row (9) | |||
12 | Type of Reporting Person | |||
* Represent 7.3% of the total outstanding shares on an as-converted basis assuming the Issuer’s outstanding series A convertible preferred shares, par value $0.0001 per share, are converted into ordinary shares on an one-for-one basis.
Item 1(a). | Name of Issuer: |
Item 1(b). | Address of Issuer’s Principal Executive Offices: No 6. Futong East Avenue, Wangjing Chaoyang District Beijing 100102 The People’s Republic of China |
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Item 2(a). | Name of Person Filing: Double88 Capital Limited |
Item 2(b). | Address of Principal Business Office, or, if none, Residence: 16/F, Section A, Focus Square No 6. Futong East Avenue, Wangjing Chaoyang District Beijing 100102 The People’s Republic of China
Double88 Capital Limited P.O. Box 957, Offshore Incorporations Centre Road Town, Tortola British Virgin Islands |
Item 2(c). | Citizenship: Double88 Capital Limited – British Virgin Islands |
Item 2(d). | Title of Class of Securities:
In addition, the Issuer has series A convertible preferred shares of par value $0.0001 per share outstanding, which are convertible at any time at the election of the holder into ordinary shares at the then applicable conversion rate. |
Item 2(e). | CUSIP No: |
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Item 3. | Not Applicable |
Item 4. | Ownership |
The following information with respect to the ownership of the ordinary shares of par value of $0.0001 per share of AutoNavi Holdings Limited (the “Issuer”) by each of the reporting persons is provided as of December 31, 2013: |
Reporting Person |
| Amount |
| Percent |
| Sole power to |
| Shared power |
| Sole power to |
| Shared power |
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Congwu Cheng |
| 19,320,000 |
| 9.0 | % | 19,320,000 |
| 0 |
| 19,320,000 |
| 0 |
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Double88 Capital Limited |
| 19,320,000 |
| 9.0 | % | 19,320,000 |
| 0 |
| 19,320,000 |
| 0 |
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Double88 Capital Limited, a British Virgin Islands company, directly holds 19,320,000 ordinary shares of the Issuer. Mr. Congwu Cheng holds 100% of the outstanding shares of Double88 Capital Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Congwu Cheng may be deemed to beneficially own all of the ordinary shares of the Issuer held by Double88 Capital Limited.
Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable | |
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Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable | |
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable | |
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Item 8. | Identification and Classification of Members of the Group |
Not applicable | |
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Item 9. | Notice of Dissolution of Group |
Not applicable | |
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Item 10. | Certifications |
Not applicable |
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 14, 2014 |
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Congwu Cheng | /s/ Congwu Cheng | |
| Congwu Cheng | |
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Double88 Capital Limited | By: | /s/ Congwu Cheng |
| Name: | Congwu Cheng |
| Title: | Director |