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Item
1(a).
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Name
of Issuer:
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Asia Time
Corporation
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Item
1(b).
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Address
of Issuer’s Principal Executive
Offices:
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Room
1601-1604, 16/F., CRE Centre, 889 Cheung Sha Wan Road, Kowloon, Hong
Kong
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Item
2(a).
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Name
of Person Filing:
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This
Schedule 13G is being filed by The Royal Bank of Scotland Group Plc (“RBSG”), a
public limited company incorporated in the United Kingdom and registered in
Scotland. The persons reporting information on this Schedule 13G
include, in addition to RBSG, RFS Holdings B.V., a private company incorporated
and registered in The Netherlands (“RFS”); ABN AMRO Holding N.V. (“AAH”), a
public limited company incorporated and registered in The Netherlands; and ABN
AMRO Bank N.V. (“AAB”), a public limited company incorporated and registered in
The Netherlands. Both AAH and RBSG are bank holding companies within
the meaning of the Bank Holding Company Act of 1956, as amended. All
of the shares of AAB are owned by AAH, 100% of the shares of AAH are owned by
RFS and 38.34% of the shares of RFS are owned by RBSG.
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Item
2(b).
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Address
of Principal Business Office or, if None,
Residence:
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The
registered office of RBSG is located at 36 St. Andrew Square, Edinburgh,
Scotland EH12 1HQ.
The
registered office of RFS is located at Strawinskylaan 3105, 1077 ZX, Amsterdam,
Netherlands.
The
registered offices of AAH and AAB are located at Gustav Maherlaan, 10, 1082 PP,
Amsterdam, The Netherlands.
RBSG is
organized in the United Kingdom.
RFS, AAH
and AAB are organized in the Netherlands.
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock, $0.0001
04519U109
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Item
3.
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If
this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is
a:
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(a)
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o
Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o);
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(b)
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o
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c);
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(c)
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o
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c);
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(d)
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o
Investment
company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8);
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(e)
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o
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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o
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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o
A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
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o
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.
1813);
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(i)
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o
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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o
Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
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Provide
the following information regarding the aggregate number and percentage of the
class of securities of issuer identified in Item 1.
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(a)
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Amount
beneficially owned: AAB is the record owner of 2,885,714 shares
of the Issuer (the “Record Shares”) as of December 14, 2008. As
AAH holds 100% of the shares of AAB, AAH may be deemed to own,
beneficially, the Record Shares. As RFS holds 100% of the
shares of AAH, RFS may be deemed to own, beneficially the Record
Shares. As RBSG owns 38.34% of the shares of RFS, RBSG may be
deemed to own, beneficially, the Record
Shares.
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(b)
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Percent
of class: See Line 11 of cover sheets. The
percentages set forth on the cover sheets are calculated based
on 29,456,714 of Ordinary Shares reported to be
outstanding.
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(c)
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Number
of shares as to which such person
has:
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|
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(i)
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Sole
power to vote or to direct the vote: See Line 5 of cover
sheets
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(ii)
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Shared
power to vote or to direct the vote: See Line 6 of cover
sheets.
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(iii)
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Sole
power to dispose or to direct the disposition of: See Line 7 of
cover
sheets.
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(iv)
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Shared
power to dispose or to direct the disposition of: See Line 8 of
cover
sheets.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Not
applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company.
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the
Group.
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Not
applicable. The Reporting Persons expressly disclaim membership in a
“group” as used in Rule 13d-1(b)(ii)(J).
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Item
9.
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Notice
of Dissolution of Group.
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Not
applicable.
By signing
below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.