UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)

 

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, 2012

(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

Jun Xiao

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)   ¨

(b)   ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY 
OWNED BY
EACH
REPORTING
PERSON WITH:

5

SOLE VOTING POWER

 

10,200,000 ordinary shares. Leading Choice International Limited may also be deemed to have sole voting power with respect to the above shares. See Item 4.

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

10,200,000 ordinary shares. Leading Choice International Limited may also be deemed to have sole dispositive power with respect to the above shares. See Item 4.

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,200,000 ordinary shares

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%

12

TYPE OF REPORTING PERSON

 

IN

 

2



 

1

NAMES OF REPORTING PERSONS

Leading Choice International Limited

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)   ¨

(b)   ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY 
OWNED BY
EACH
REPORTING
PERSON WITH:

5

SOLE VOTING POWER

 

10,200,000 ordinary shares. Jun Xiao may also be deemed to have sole voting power with respect to the above shares. See Item 4.

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

10,200,000 ordinary shares. Jun Xiao may also be deemed to have sole dispositive power with respect to the above shares. See Item 4.

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,200,000 ordinary shares

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%

12

TYPE OF REPORTING PERSON

 

CO

 

3



 

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

 

Item 2(a).

 

Name of Person Filing:

 

Jun Xiao

Leading Choice International Limited

Item 2(b).

 

Address of Principal Business Office, or, if none, Residence:

 

Jun Xiao

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

 

Leading Choice International Limited

P.O. Box 957, Offshore Incorporations Centre

Road Town, Tortola

British Virgin Islands

Item 2(c).

 

Citizenship:


Jun Xiao — People’s Republic of China

Leading Choice International Limited — British Virgin Islands

Item 2(d).

 

Title of Class of Securities:

 

Ordinary shares of par value of $0.0001 per share

Item 2(e).

 

CUSIP No.:

G0711U 106

 

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, 2012:

 

Reporting Person

 

Amount
beneficially
owned:

 

Percent
of class:

 

Sole power to
vote or direct
the vote:

 

Shared power
to vote or to
direct the
vote:

 

Sole power to
dispose or to
direct the
disposition of:

 

Shared power
to dispose or
to direct the
disposition of:

 

Jun Xiao

 

10,200,000

 

5.5

%

10,200,000

 

0

 

10,200,000

 

0

 

Leading Choice International Limited

 

10,200,000

 

5.5

%

10,200,000

 

0

 

10,200,000

 

0

 

 

 

 

Leading Choice International Limited, a British Virgin Islands company, directly holds 9,000,000 ordinary shares of the Issuer and 300,000 American depositary shares representing 1,200,000 ordinary shares. Mr. Jun Xiao holds 100% of the outstanding shares of Leading Choice International Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Jun Xiao may be deemed to beneficially own all of the ordinary shares of the Issuer held by Leading Choice International Limited.

 

4



 

Item 5.

 

Ownership of Five Percent or Less of a Class

 

 

Not applicable

 

 

 

Item 6.

 

Ownership of More than Five Percent on Behalf of Another Person

 

 

Not applicable

 

 

 

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

 

 

 

Item 8.

 

Identification and Classification of Members of the Group

 

 

Not applicable

 

 

 

Item 9.

 

Notice of Dissolution of Group

 

 

Not applicable

 

5



 

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: January 31, 2013

 

 

 

 

 

 

 

 

Jun Xiao

/s/ Jun Xiao

 

Jun Xiao

 

 

 

 

 

 

Leading Choice International Limited

By:

/s/ Jun Xiao

 

Name:

Jun Xiao

 

Title:

Director

 

6



 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99.1

 

Joint Filing Agreement

 

7


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