UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
,
D.C. 20549
Schedule
13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Information to be Included in Statements
Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
|
YUCHENG
Technologies Limited
|
|
(Name of Issuer)
|
|
|
|
Ordinary Shares, No Par Value
|
|
(Title of Class of Securities)
|
|
|
|
G98777108
|
|
(CUSIP Number)
|
Weidong Hong
Sihitech Company Limited
Hong Wu
Yun Shi
Dong Wang
Steve Shiping Dai
Rebecca B. Le
Chun Zheng
Xun Yang
Weihua Hong
Lijing Ren
Yanmei Wang
Danhui Ma
Xinmin Yu
c/o Yucheng Technologies Limited
F/9, Tower D, Beijing Global Trade Center
36 North Third Ring Road East, Dongcheng
District
Beijing 100013, People’s Republic
of China
+(86) 10 5913-7700
With a copy to:
|
Peter X. Huang
|
|
Skadden, Arps, Slate, Meagher & Flom LLP
|
|
30th Floor, China World Office 2
|
|
No. 1, Jianguomenwai Avenue
|
|
Beijing 100004, People’s Republic of China
|
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+(86) 10 6535-5599
|
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
|
|
|
August 13, 2012
|
|
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
¨
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).
|
1.
|
NAME OF REPORTING PERSON:
Weidong Hong
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
201,000 Ordinary Shares
|
|
8.
|
SHARED VOTING POWER
3,224,007 Ordinary Shares
(1)
|
|
9.
|
SOLE DISPOSITIVE POWER
201,000 Ordinary Shares
|
|
10.
|
SHARED DISPOSITIVE POWER
3,224,007 Ordinary Shares
(1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,224,007 Ordinary Shares
(1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1%
(2)
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
Includes Ordinary Shares directly owned by Sihitech
Company Limited and Ms. Hong Wu.
(2)
Based on 20,002,299 fully
diluted outstanding Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).
|
1.
|
NAME OF REPORTING PERSON:
Sihitech Company Limited
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
2,797,055 Ordinary Shares
|
|
8.
|
SHARED VOTING POWER
0
|
|
9.
|
SOLE DISPOSITIVE POWER
2,797,055 Ordinary Shares
|
|
10.
|
SHARED DISPOSITIVE POWER
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,797,055 Ordinary Shares
(1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
(1)
|
|
14.
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
(1)
Based on 20,002,299 fully diluted outstanding
Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company)
.
|
1.
|
NAME OF REPORTING PERSON:
Yun Shi
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
PF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People's Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
1,472,878 Ordinary Shares
|
|
8.
|
SHARED VOTING POWER
0
|
|
9.
|
SOLE DISPOSITIVE POWER
1,472,878 Ordinary Shares
|
|
10.
|
SHARED DISPOSITIVE POWER
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,472,878 Ordinary Shares
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
(1)
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
Based on 20,002,299 fully diluted outstanding
Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).
|
1.
|
NAME OF REPORTING PERSON:
Hong Wu
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
225,952 Ordinary Shares
|
|
8.
|
SHARED VOTING POWER
0
|
|
9.
|
SOLE DISPOSITIVE POWER
225,952 Ordinary Shares
|
|
10.
|
SHARED DISPOSITIVE POWER
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,952 Ordinary Shares
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
(1)
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
Based on 20,002,299 fully diluted outstanding
Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).
|
1.
|
NAME OF REPORTING PERSON:
Dong Wang
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
PF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
374,206 Ordinary Shares
|
|
8.
|
SHARED VOTING POWER
0
|
|
9.
|
SOLE DISPOSITIVE POWER
374,206 Ordinary Shares
|
|
10.
|
SHARED DISPOSITIVE POWER
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
374,206 Ordinary Shares
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
(1)
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
Based on 20,002,299 fully diluted outstanding
Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).
|
1.
|
NAME OF REPORTING PERSON:
Steve Shiping Dai
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
PF, OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
141,849 Ordinary Shares
|
|
8.
|
SHARED VOTING POWER
0
|
|
9.
|
SOLE DISPOSITIVE POWER
141,849 Ordinary Shares
|
|
10.
|
SHARED DISPOSITIVE POWER
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,849 Ordinary Shares
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
(1)
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
Based on 20,002,299 fully diluted outstanding
Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).
|
1.
|
NAME OF REPORTING PERSON:
Rebecca B. Le
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
PF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
72,725 Ordinary Shares
|
|
8.
|
SHARED VOTING POWER
0
|
|
9.
|
SOLE DISPOSITIVE POWER
72,725 Ordinary Shares
|
|
10.
|
SHARED DISPOSITIVE POWER
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,725 Ordinary Shares
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
(1)
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
Based on 20,002,299 fully diluted outstanding
Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).
|
1.
|
NAME OF REPORTING PERSON:
Chun Zheng
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
PF, OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
176,056 Ordinary Shares
|
|
8.
|
SHARED VOTING POWER
0
|
|
9.
|
SOLE DISPOSITIVE POWER
176,056 Ordinary Shares
|
|
10.
|
SHARED DISPOSITIVE POWER
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
176,056 Ordinary Shares
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
(1)
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
Based on 20,002,299 fully diluted outstanding
Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).
|
1.
|
NAME OF REPORTING PERSON:
Xun Yang
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
PF, OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
70,389 Ordinary Shares
|
|
8.
|
SHARED VOTING POWER
0
|
|
9.
|
SOLE DISPOSITIVE POWER
70,389 Ordinary Shares
|
|
10.
|
SHARED DISPOSITIVE POWER
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,389 Ordinary Shares
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
(1)
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
Based on 20,002,299 fully diluted outstanding
Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).
|
1.
|
NAME OF REPORTING PERSON:
Weihua Hong
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
PF, OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
51,040 Ordinary Shares
|
|
8.
|
SHARED VOTING POWER
0
|
|
9.
|
SOLE DISPOSITIVE POWER
51,040 Ordinary Shares
|
|
10.
|
SHARED DISPOSITIVE POWER
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,040 Ordinary Shares
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
(1)
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
Based on 20,002,299 fully
diluted outstanding Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).
|
1.
|
NAME OF REPORTING PERSON:
Lijing Ren
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
60,000 Ordinary Shares
|
|
8.
|
SHARED VOTING POWER
0
|
|
9.
|
SOLE DISPOSITIVE POWER
60,000 Ordinary Shares
|
|
10.
|
SHARED DISPOSITIVE POWER
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,000 Ordinary Shares
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
(1)
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
Based on 20,002,299 fully diluted outstanding
Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).
|
1.
|
NAME OF REPORTING PERSON:
Danhui Ma
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
PF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
31,431 Ordinary Shares
|
|
8.
|
SHARED VOTING POWER
0
|
|
9.
|
SOLE DISPOSITIVE POWER
31,431 Ordinary Shares
|
|
10.
|
SHARED DISPOSITIVE POWER
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,431 Ordinary Shares
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
(1)
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
Based on 20,002,299 fully diluted outstanding
Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).
|
1.
|
NAME OF REPORTING PERSON:
Yanmei Wang
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
PF, OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People's Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
1,196,243 Ordinary Shares
|
|
8.
|
SHARED VOTING POWER
0
|
|
9.
|
SOLE DISPOSITIVE POWER
1,196,243 Ordinary Shares
|
|
10.
|
SHARED DISPOSITIVE POWER
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,196,243 Ordinary Shares
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
(1)
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
Based on 20,002,299 fully diluted outstanding
Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).
|
1.
|
NAME OF REPORTING PERSON:
Xinmin Yu
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
PF, OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
146,803 Ordinary Shares
|
|
8.
|
SHARED VOTING POWER
0
|
|
9.
|
SOLE DISPOSITIVE POWER
146,803 Ordinary Shares
|
|
10.
|
SHARED DISPOSITIVE POWER
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,803 Ordinary Shares
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
(1)
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
Based on 20,002,299 fully diluted outstanding
Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).
This Schedule 13D is filed with respect
to ordinary shares, no par value per share (“Ordinary Shares”) of Yucheng Technologies Limited (the “Company”
or “Issuer”) by Mr. Weidong Hong (“Mr. Hong”), Sihitech Company Limited (“Sihitech”), Ms. Yun
Shi (“Ms. Shi”), Ms. Hong Wu (“Ms. Wu”), Mr. Dong Wang, Mr. Steve Shiping Dai (“Mr. Dai”),
Ms. Rebecca B. Le (“Ms. Le”), Mr. Chun Zheng (“Mr. Zheng”), Mr. Xun Yang (“Mr. Yang”), Ms.
Weihua Hong (“Ms. WH Hong”), Ms. Yanmei Wang (“Ms. Wang”), Ms. Danhui Ma (“Ms. Ma”), Ms. Xinmin
Yu (“Ms. Yu”) and Mr. Lijing Ren (“Mr. Ren”, together with Mr. Hong, Sihitech, Ms. Shi, Ms. Wu, Mr. Wang,
Mr. Dai, Ms. Le, Mr. Zheng, Mr. Yang, Ms. WH Hong, Ms. Ma and Ms. Yu, the “Voting Shareholders,” and the Voting Shareholders
together with Ms. Wang, the “Reporting Persons”).
This Schedule 13D represents the initial
statement on Schedule 13D jointly filed by the Reporting Persons and amends and supplements the information provided by (i) Mr.
Hong, Humfield International Limited and Sihitech in the Schedule 13D filed with the Securities and Exchange Commission (“SEC”)
on May 22, 2012 (the “Hong Schedule 13D”), (ii) Ms. Shi in the Schedule 13D filed with the SEC on July 19, 2010, as
amended and supplemented by Amendment No. 1 and Amendment No. 2 filed by Ms. Shi on November 2, 2011 and December 20, 2011, respectively
(the “Shi Schedule 13D”), and (iii) Ms. Wang and Mega Capital Group Services Limited in the Schedule 13D filed with
the SEC on November 28, 2006 (the “Wang Schedule 13D”). Except as provided herein, this Schedule 13D does not modify
any of the information previously reported on the Hong Schedule 13D, the Shi Schedule 13D and the Wang Schedule 13D.
|
|
Item 1.
|
SECURITY AND ISSUER
|
The class of equity securities to which
this Schedule 13D relates is the Ordinary Shares of the Company. The principal executive office of the Company is Beijing Global
Trade Center, Tower D, Floor 9, 36 North Third Ring Road East, Dongcheng District, Beijing 100013, People’s Republic of China.
|
|
Item 2.
|
identity and background
|
With respect
to the Shi Schedule 13D and the Wang Schedule 13D, the following supersedes information previously provided in Item 2(b)-(f), and
unless otherwise stated herein, the Hong Schedule 13D remains in full force and effect:
(a) This
Schedule 13D is being filed jointly on behalf of the Reporting Persons. A Joint Filing Agreement among the Reporting Persons is
attached hereto as Exhibit 7.01.
(b) Each
of Mr. Ren, Ms. Wang, Mr. Zheng, Mr. Dai, Ms. Wu, Mr. Yang and Ms. Yu’s business address is F/9, Tower D, Beijing Global
Trade Center, 36 North Third Ring Road East, Dongcheng District, Beijing 100013, People’s Republic of China.
Ms. Ma’s business address is Room
701, Building 101, No. 101 Jixiang Li, Chaowai Avenue, Chaoyang District, Beijing 100020, People’s Republic of China.
Ms. WH Hong’s business address is
Entrance 206, Building 28, Guanri Road, Software Park II, Siming District, Xiamen 361008, People’s Republic of China.
Each of Ms. Shi and Mr. Wang’s business
address is 3/F, No. 21 Jia, Anxiang Li, Chaoyang District, Beijing 100101, People’s Republic of China.
Ms. Le’s business address is Tian
Yuan Gang Center, Unit A, 30/F, No. 2 Bing, North Road East Third Ring, Chaoyang District, Beijing 100027, People’s Republic
of China.
(c) The
principal occupations of the respective Reporting Persons are as follows:
Each of Mr. Ren, Ms. Wang, Mr. Zheng,
Ms. Wu and Ms. Yu is an operational manager of the Company. Mr. Dai is the chief financial officer of the Company. Mr. Yang
is a sales manager of the Company. Mr. Ren, Ms. Wang, Mr. Zheng, Ms. Wu, Ms. Yu, Mr. Dai and Mr. Yang
conduct their business at F/9, Tower D, Beijing Global Trade Center, 36 North Third Ring Road East, Dongcheng District,
Beijing 100013, People’s Republic of China.
Ms. WH Hong is an operational manager of
the Company and conducts her business at Entrance 206, Building 28, Guanri Road, Software Park II, Siming District, Xiamen 361008,
People’s Republic of China
Ms. Ma is an employee of Beijing Tianhai
Real Estate Development Limited. Beijing Tianhai Real Estate Development Limited is a private company engaged in property development.
The business address of Beijing Tianhai Real Estate Development Limited is Room 701, Building 101, No. 101 Jixiang Li, Chaowai
Avenue, Chaoyong District, Beijing 100020, People’s Republic of China.
Each of Ms. Shi and Mr. Wang is an operational
manager of Beijing Aikang Medical Investment Holding Group. Beijing Aikang Medical Investment Holding Group is a company primarily
engaged in health sector investments, securities fund investments, hotel and catering services and property development. The business
address of Beijing Aikang Medical Investment Holding Group is 3/F, No. 21 Jia, Anxiang Li, Chaoyang District, Beijing 100101, People’s
Republic of China.
Ms. Le is President of Far East Energy
(Bermuda) Corporation. Far East Energy (Bermuda) Corporation is a company engaged in energy exploration in China. The business
address of Far East Energy (Bermuda) Corporation is Tian Yuan Gang Center, Unit A, 30/F, No. 2 Bing, North Road East Third
Ring, Chaoyang District, Beijing 100027, People’s Republic of China.
(d) During
the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or
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, pursuant to which such person, 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) Mr.
Ren, Ms. Wang, Mr. Zheng, Mr. Yang, Ms. Ma, Ms. WH Hong, Ms Wu, Ms. Shi, Mr. Wang and Ms. Yu are citizens of People’s Republic
of China. Mr. Dai and Ms. Le are citizens of the USA.
|
|
Item 3.
|
Source and Amount of Funds of Other Consideration
|
Pursuant to an agreement and plan of merger,
dated as of August 13, 2012 (the “Merger Agreement”), by and among New Sihitech Limited, a British Virgin Islands company
(“Parent”), New Sihitech Acquisition Limited, a British Virgin Islands company (“Merger Sub”), and the
Company, subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company, with
the Company continuing as the surviving company (the “Merger”). The descriptions of the Merger and of the Merger Agreement
are qualified in their entirety by reference to the Merger Agreement, a copy of which has been filed as Exhibit 7.02, and is incorporated
herein by reference in its entirety.
The Reporting Persons anticipate that approximately
US$51 million will be required to pay the aggregate merger consideration pursuant to the Merger Agreement for the outstanding Ordinary
Shares of the Company owned by shareholders of the Company other than certain shares owned by the Reporting Persons (the “Publicly
Held Shares”). This amount includes Ordinary Shares owned by shareholders who may exercise their appraisal rights pursuant
to the BVI Companies Act and excludes the estimated transaction costs associated with the Merger.
The financing for the transaction contemplated
by the Merger Agreement will be obtained by Parent pursuant to (i) an equity commitment letter, dated as of August 13, 2012 (the
“Equity Commitment Letter”), by and between Parent and Mr. Hong, pursuant to which Mr. Hong will provide equity financing
of approximately US$3.59 million to Parent, and (ii) an exchangeable notes subscription agreement, dated as of August 13, 2012
(the “Subscription Agreement”), by and between CSOF FinTech Limited, CEL FinTech Limited, Mr. Hong and Parent, pursuant
to which Parent will issue exchangeable notes in an aggregate amount of US$48 million. The descriptions of the Equity Commitment
Letter and the Subscription Agreement are qualified in their entirety by reference to the Equity Commitment Letter and the Subscription
Agreement, copies of which have been filed as Exhibit 7.03 and Exhibit 7.04, respectively, and are incorporated herein by reference
in their entirety.
Concurrently with the execution of the Merger
Agreement, the Reporting Persons entered into a contribution agreement with Parent and the Company (the “Contribution Agreement”).
Pursuant to the Contribution Agreement, (a) Mr. Hong and Sihitech will exchange their Ordinary Shares of the Company for ordinary
shares of Parent and (b) each other Reporting Person has agreed to waive their right to the merger consideration and to continue
to beneficially own certain of their Ordinary Shares following the Merger. The description of the Contribution Agreement is qualified
in its entirety by reference to the Contribution Agreement, a copy of which has been filed as Exhibit 7.05 and is incorporated
herein by reference in its entirety.
|
|
ITEM 4.
|
PURPOSE OF TRANSACTION
|
On August 13, 2012, the Company, Parent
and Merger Sub entered into the Merger Agreement, pursuant to which and subject to the satisfaction or waiver of the conditions
set forth therein, Merger Sub will merge with and into the Company and the Company will continue as the surviving company. At the
effective time of the Merger, each Publicly Held Share will be converted into the right to receive $3.90 in cash, without interest.
If the Merger is consummated, Ordinary Shares of the Company will no longer be traded on The NASDAQ Global Select Market and will
cease to be registered under Section 12 of the Exchange Act, and the Company will be privately held by the Reporting Persons. The
information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement, which is incorporated
herein by reference in its entirety.
Concurrently with the execution of the Merger
Agreement, the Voting Shareholders, who together own approximately 29.1% of the outstanding Ordinary Shares of the Company, entered
into a voting agreement (the “Voting Agreement”) with Parent, pursuant to which the Voting Shareholders have agreed,
(a) when a meeting of the shareholders of the Company is held, to appear at such meeting or otherwise cause their Ordinary Shares
of the Company to be counted as present thereat for the purpose of establishing a quorum, and (b) to vote or cause to be voted
at such meeting all their Ordinary Shares of the Company in favor of (i) the approval of the Merger Agreement and (ii) the approval
of other actions contemplated by the Merger Agreement. The description of the Voting Agreement is qualified in its entirety by
reference to the Voting Agreement, a copy of which have been filed as Exhibit 7.06 and is incorporated herein by reference in its
entirety.
Item 3 of this Schedule 13D is incorporated
herein by reference.
|
|
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER
|
(a)-(b) With
respect to each of the Reporting Persons, the cover pages of this Schedule 13D are incorporated herein by reference, as if set
forth in their entirety.
As of the date of this Schedule 13D, Mr.
Hong directly holds and has the sole voting and dispositive power over 201,000 Ordinary Shares of the Company, representing approximately
1.0% of the outstanding Ordinary Shares of the Company. Mr. Hong is the sole shareholder of Sihitech. Sihitech directly holds 2,797,055
Ordinary Shares of the Company, representing approximately 14.0% of the outstanding Ordinary Shares of the Company. Mr Hong has
voting and dispositive control over the Ordinary Shares held by Sihitech. Mr. Hong is thereby deemed to have beneficial ownership
of such Ordinary Shares.
As of the date of this Schedule 13D, Ms.
Wu directly holds and has the sole voting and dispositive power over 225,952 Ordinary Shares of the Company, representing approximately
1.1% of the outstanding Ordinary Shares of the Company. Ms. Wu is the wife of Mr. Hong. Mr. Hong may be deemed to have beneficial
ownership of the 225,952 Ordinary Shares held by Ms. Wu by virtue of such family relationship. In addition, Mr. Hong may have voting
and dispositive control over such shares held by Ms. Wu, however, Mr. Hong disclaims such beneficial ownership.
As a result, Mr. Hong may be deemed the
beneficial owner of 3,224,077 Ordinary Shares of the Company or approximately 16.1% of the outstanding Ordinary Shares of the Company.
By virtue of their actions in respect of
the Merger as described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule
13d-5(b) under the Exchange Act. As a member of a group, each Reporting Person may be deemed to beneficially own the Ordinary Shares
beneficially owned by the members of the group as a whole; thus, the Reporting Persons may be deemed to beneficially own in the
aggregate 7,017,627 Ordinary Shares of the Company, which represents approximately 35.1% of the outstanding Ordinary Shares of
the Company. The Reporting Persons disclaim membership in any “group” with any person other than the Reporting Persons.
The filing of this Schedule 13D by the Reporting Persons shall not be considered an admission that such Reporting Persons, for
the purpose of Section 13(d) of the Exchange Act, are the beneficial owners of any of the Ordinary Shares covered in this report,
and the Reporting Persons expressly disclaim such beneficial ownership.
(c) During
the 60 days preceding the filing of this Schedule 13D, none of the Reporting Persons has effected any transactions relating to
the Ordinary Shares of the Issuer.
(d)-(e) Not
applicable.
|
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
On August 13, 2012, Parent, Merger Sub and
the Company entered into the Merger Agreement. Concurrently with the execution of the Merger Agreement: (i) the Reporting Persons
and Parent entered into the Contribution Agreement, (ii) the Voting Shareholders and Parent entered into the Voting Agreement;
and (iii) Mr. Hong issued a limited guaranty in favor of the Company, a copy of which have been filed as Exhibit 7.07.
The descriptions of the agreements listed
in this Item 6 set forth in Item 3 and Item 4 of this Schedule 13D are incorporated by reference. The summaries of certain provisions
of such agreements in this statement on Schedule 13D are not intended to be complete and are qualified in their entirety by reference
to the full text of such agreements. The agreements listed in this Item 6 are filed herewith as Exhibits 7.02 through 7.07 and
are incorporated herein by reference
|
|
ITEM 7.
|
MATERIAL TO BE FILED AS EXHIBITS.
|
The following are filed herewith as Exhibits
to this Schedule 13D:
|
Exhibit 7.01:
|
Joint Filing Agreement by and among the Reporting Persons dated August 15, 2012
|
|
|
|
|
Exhibit 7.02:
|
Merger Agreement, by and among the Company, Parent and Merger Sub, dated August 13, 2012
|
|
|
|
|
Exhibit 7.03:
|
Equity Commitment Letter, by and among Mr. Hong and Parent, dated August 13, 2012
|
|
|
|
|
Exhibit 7.04:
|
Exchangeable Notes Subscription Agreement, by and CSOF FinTech Limited, CEL FinTech Limited, Mr. Hong and Parent, dated
August 13, 2012
|
|
|
|
|
Exhibit 7.05:
|
Contribution Agreement, by and among the Reporting Persons and Parent, dated August 13, 2012
|
|
|
|
|
Exhibit 7.06:
|
Voting Agreement, by and among the Voting Shareholders and Parent, dated August 13, 2012
|
|
|
|
|
Exhibit 7.07:
|
Limited Guaranty, by Mr. Hong in favor of the Company, dated August 13, 2012
|
SIGNATURE
After reasonable inquiry and to the best
of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
|
|
Dated: August 15, 2012
|
|
|
|
|
|
Weidong Hong
|
|
|
|
|
|
|
By:
|
/s/Weidong Hong
|
|
|
Sihitech Company Limited
|
|
|
|
|
|
|
By:
|
/s/Weidong Hong
|
|
|
Name:
|
Weidong Hong
|
|
|
Title:
|
Director/Officer
|
|
|
|
|
|
|
YUN SHI
|
|
|
|
|
|
|
By:
|
/s/Yun Shi
|
|
|
|
|
|
|
HONG WU
|
|
|
|
|
|
|
By:
|
/s/Hong Wu
|
|
|
|
|
|
|
DONG WANG
|
|
|
|
|
|
|
By:
|
/s/Dong Wang
|
|
|
|
|
|
|
STEVE SHIPING DAI
|
|
|
|
|
|
|
By:
|
/s/Steve Shiping Dai
|
|
|
|
|
|
|
CHUN ZHENG
|
|
|
|
|
|
|
By:
|
/s/Chun Zheng
|
|
|
|
|
|
|
XUN YANG
|
|
|
|
|
|
|
By:
|
/s/Xun Yang
|
|
|
|
|
|
|
WEIHUA HONG
|
|
|
|
|
|
|
By:
|
/s/Weihua Hong
|
|
|
|
|
|
|
LIJING REN
|
|
|
|
|
|
|
By:
|
/s/Lijing Ren
|
|
|
|
|
|
|
YANMEI WANG
|
|
|
|
|
|
|
By:
|
/s/Yanmei Wang
|
|
|
|
|
|
|
DANHUI MA
|
|
|
|
|
|
|
By:
|
/s/Danhui Ma
|
|
|
|
|
|
|
XINMIN YU
|
|
|
|
|
|
|
By:
|
/s/Xinmin Yu
|
|
|
REBECCA B. LE
|
|
|
|
|
|
|
By:
|
/s/Rebecca B. Le
|
Yucheng Technologies Limited - Ordinary Shares (MM) (NASDAQ:YTEC)
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