| 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 Double88 Group Holdings Limited
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2 | Check the Appropriate Box if a Member of a Group
(a) ¨ (b) ¨ | ||
3 | SEC Use Only
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4 | Citizenship or Place of Organization
British Virgin Islands | ||
Number of | 5 | Sole Voting Power
11,248,000 ordinary shares. See Item 4. | |
6 | Shared Voting Power
0 | ||
7 | Sole Dispositive Power
11,248,000 ordinary shares. See Item 4. | ||
8 | Shared Dispositive Power
0 | ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,248,000 ordinary shares | ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
11 | Percent of Class Represented by Amount in Row (9)
5.2% * | ||
12 | Type of Reporting Person
CO | ||
* Represent 4.2% 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 Wenzhi Ye
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2 | Check the Appropriate Box if a Member of a Group
(a) ¨ (b) ¨ | ||
3 | SEC Use Only
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4 | Citizenship or Place of Organization
People’s Republic of China | ||
Number of | 5 | Sole Voting Power
0 | |
6 | Shared Voting Power
11,248,000 ordinary shares. Mr. Xiyong Tang may also be deemed to have shared voting power with respect to the 11,248,000 shares. See Item 4. | ||
7 | Sole Dispositive Power
0 | ||
8 | Shared Dispositive Power
11,248,000 ordinary shares. Mr. Xiyong Tang may also be deemed to have shared dispositive power with respect to the 11,248,000 shares. See Item 4. | ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,248,000 ordinary shares | ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
11 | Percent of Class Represented by Amount in Row (9)
5.2% | ||
12 | Type of Reporting Person
IN | ||
* Represent 4.2% 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 Xiyong Tang
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2 | Check the Appropriate Box if a Member of a Group
(a) ¨ (b) ¨ | ||
3 | SEC Use Only
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4 | Citizenship or Place of Organization
People’s Republic of China | ||
Number of | 5 | Sole Voting Power
0 | |
6 | Shared Voting Power
11,248,000 ordinary shares. Mr. Wenzhi Ye may also be deemed to have shared voting power with respect to the 11,248,000 shares. See Item 4. | ||
7 | Sole Dispositive Power
0 | ||
8 | Shared Dispositive Power
11,248,000 ordinary shares. Mr. Wenzhi Ye may also be deemed to have shared dispositive power with respect to the 11,248,000 shares. See Item 4. | ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,248,000 ordinary shares | ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
11 | Percent of Class Represented by Amount in Row (9)
5.2% | ||
12 | Type of Reporting Person
IN | ||
* Represent 4.2% 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: AutoNavi Holdings Limited |
Item 1(b). | Address of Issuer’s Principal Executive Offices: 16/F, Section A, Focus Square 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 Group Holdings Limited Wenzhi Ye Xiyong Tang |
Item 2(b). | Address of Principal Business Office, or, if none, Residence: Double88 Group Holdings Limited P.O. Box 957, Offshore Incorporations Centre Road Town, Tortola British Virgin Islands
Wenzhi Ye c/o AutoNavi Holdings Limited 16/F, Section A, Focus Square No 6. Futong East Avenue, Wangjing Chaoyang District Beijing 100102 The People’s Republic of China
Xiyong Tang c/o AutoNavi Holdings Limited 16/F, Section A, Focus Square No 6. Futong East Avenue, Wangjing Chaoyang District Beijing 100102 The People’s Republic of China |
Item 2(c). | Citizenship:
Double88 Group Holdings Limited – British Virgin Islands Wenzhi Ye –People’s Republic of China Xiyong Tang – People’s Republic of China |
Item 2(d). | Title of Class of Securities:
Ordinary shares of par value of $0.0001 per share.
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.:
G0711U 106 |
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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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Double88 Group Holdings Limited |
| 11,248,000 |
| 5.2 | % | 11,248,000 |
| 0 |
| 11,248,000 |
| 0 |
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Wenzhi Ye |
| 11,248,000 |
| 5.2 | % | 0 |
| 11,248,000 |
| 0 |
| 11,248,000 |
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Xiyong Tang |
| 11,248,000 |
| 5.2 | % | 0 |
| 11,248,000 |
| 0 |
| 11,248,000 |
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| Double88 Group Holdings Limited, a British Virgin Islands company, directly holds 11,048,000 ordinary shares of the Issuer and 50,000 American depositary shares, representing 200,000 ordinary shares. Double88 Group Holdings Limited is 45.85% owned by Mr. Jun Hou, 32.67% owned by Mr. Wenzhi Ye and 21.48% owned by Mr. Xiyong Tang. As directors of Double88 Group Holdings Limited, Messrs. Jun Hou, Wenzhi Ye and Xiyong Tang share voting and investment powers with respect to the ordinary shares owned by Double88 Group Holdings Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, each of Jun Hou, Wenzhi Ye and Xiyong Tang may be deemed to beneficially own all of the ordinary shares of the Issuer held by Double88 Group Holdings Limited. Messrs. Wenzhi Ye and Xiyong Tang disclaim beneficial ownership of the ordinary shares owned by Double88 Group Holdings Limited except to the extent of their respective pecuniary interest therein. |
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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
Double88 Group Holdings Limited |
| By: | /s/ Jun Hou |
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| Name: | Jun Hou |
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| Title: | Director |
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Wenzhi Ye |
| /s/ Wenzhi Ye | |
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| Wenzhi Ye | |
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Xiyong Tang |
| /s/ Xiyong Tang | |
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| Xiyong Tang |