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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
AsiaInfo Holdings, Inc.
_______________________
(Name of Issuer)
Common Stock
______________________________
(Title of Class of Securities)
04518A104
______________
(CUSIP Number)
December 31, 2003
_______________________________________________________
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] 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).
Page 1 of 7 pages
CUSIP NO. 04518A104
________________________________________________________________________________
1. Name of Reporting Persons
I.R.S. Identification No(s). of above person(s) (entities only)
ChinaVest IV, L.P. Tax ID# 98-0136337
________________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)X
(b)
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. Citizenship or Place of Organization
Delaware
________________________________________________________________________________
Number of 5. Sole Voting Power
Shares 933,521
_________________________________________________
Beneficially 6. Shared Voting Power
Owned by 153,521
_________________________________________________
Each 7. Sole Dispositive Power
Reporting 933,521
_________________________________________________
Person With: 8. Shared Dispositive Power
153,521
_______________________________________________________________________________
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,087,042
________________________________________________________________________________
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
________________________________________________________________________________
11. Percent of Class Represented by Amount in Row (9)
2.42%
________________________________________________________________________________
12. Type of Reporting Person (See Instructions)
PN
________________________________________________________________________________
Page 2 of 7 pages
CUSIP NO. 04518A104
________________________________________________________________________________
1. Name of Reporting Persons
I.R.S. Identification No(s). of above person(s) (entities only)
ChinaVest Partners IV, L.P. Tax ID# 98-0132131
________________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)X
(b)
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. Citizenship or Place of Organization
Delaware
________________________________________________________________________________
Number of 5. Sole Voting Power
Shares 933,521
_________________________________________________
Beneficially 6. Shared Voting Power
Owned by 153,521
_________________________________________________
Each 7. Sole Dispositive Power
Reporting 933,521
_________________________________________________
Person With: 8. Shared Dispositive Power
153,521
_______________________________________________________________________________
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,087,042
________________________________________________________________________________
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
________________________________________________________________________________
11. Percent of Class Represented by Amount in Row (9)
2.42%
________________________________________________________________________________
12. Type of Reporting Person (See Instructions)
PN
________________________________________________________________________________
Page 3 of 7 pages
ITEM 1.
(a) Name of Issuer
AsiaInfo Holdings, Inc.
(b) Address of Issuer's Principal Executive Offices
4th Floor Zhongdian Information Tower
No. 6 Zhongguancun South Street
Haidian District, Beijing 100086
China
ITEM 2.
(a) Name of Person Filing
ChinaVest IV, L.P.
ChinaVest Partners IV
(b) Address of Principal Business Office or, if none,
Residence
ChinaVest IV, L.P., c/o The Prentice Hall Corporation
Systems, Inc., 32 Lookerman Square, Suite L-100, Dover,
Delaware 19901
ChinaVest Partners IV, c/o 19/F Dina House, 11 Duddell
Street, Central, Hong Kong
(c) Citizenship
ChinaVest IV, L.P. - Delaware
ChinaVest Partners IV - Delaware
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
04518A104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B), OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
(c) [ ] Insurance company as defined in section 3(a)19) of the
Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment adviser in accordance with ss.240.13d-1(b)
(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with ss.240.13d-1(b)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] 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);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J)
Page 4 of 7 pages
ITEM 4. OWNERSHIP
SEE ROWS 5 THROUGH 11 ON COVER PAGES.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
THE REPORTING PERSONS NO LONGER OWNS 5% OR MORE OF THE STOCK IN THE
ISSUER AND ARE THEREFORE FILING THIS FINAL FORM 13G.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
CONTROL PERSON.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
This Schedule 13G is being filed by ChinaVest Partners IV, a
Delaware general partnership and ChinaVest IV, L.P., a Delaware
limited partnership. ChinaVest Partners IV is the general partner of
ChinaVest IV, L.P., the legal owner of common shares of the Issuer
covered by prior filings. ChinaVest IV, L.P. is one of three
affiliated venture capital Funds that invest and divest side-by-side
in all portfolio investments. ChinaVest Partners IV is also the
general partner of one such other Fund, ChinaVest IV-A, L.P., a
Delaware limited partnership. An affiliate of ChinaVest Partners IV,
ChinaVest Management Limited, a Bermuda corporation, is the general
partner of the third venture Fund, ChinaVest IV-B, L.P., a Bermuda
limited partnership.
ChinaVest Partners IV is filing this Schedule by reason of its power
to vote and dispose of the shares of the Issuer legally and
beneficially owned by ChinaVest IV, L.P. ChinaVest IV, L.P. is
filing this Schedule by reason of its prior ownership of shares of
the Issuer, together with shares owned by its affiliates, ChinaVest
IV-A, L.P. and ChinaVest IV-B, L.P., of in excess of 5% of the
Issuer. Because ChinaVest Partners IV is the general partner of each
of ChinaVest IV, L.P. and ChinaVest IV-A, L.P., because the three
ChinaVest IV Funds traditionally invest and divest side-by-side in
portfolio investments, and because an affiliate of ChinaVest
Partners IV is the general partner of ChinaVest IV-B, L.P., the
shares of the Issuer legally owned by ChinaVest IV-A, L.P. and
ChinaVest IV-B, L.P. had previously been reported as being
beneficially owned by ChinaVest Partners IV and ChinaVest IV, L.P.
This represents the final filing of such persons as they own in the
aggregate less than 5% of the Issuer's stock.
ChinaVest IV, L.P., ChinaVest IV-A, L.P. and ChinaVest IV-B, L.P.
were existing shareholders of the Issuer at the time the Issuer
became obligated to file reports under the Exchange Act of 1934.
ITEM 9. NOTICE OF DISSOLUTION OF A GROUP
N/A
ITEM 10. CERTIFICATION
(a) The following certification shall be included if the statement
is filed pursuant to ss.240.13d-1(b):
Page 5 of 7 pages
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and 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.
(b) The following certification shall be included if the statement
is filed pursuant to ss.240.13d-1(c):
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.
[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.
January 14, 2004
____________________________________
Date
/s/ EDWARD COLLINS
____________________________________
Signature
Edward Collins, General Partner
____________________________________
Name/Title
Page 6 of 7 pages
AGREEMENT RELATIVE TO THE
FILING OF SCHEDULE 13G
THIS AGREEMENT, made as of the 12th day of February, 2001, by and between
ChinaVest IV, L.P., a Delaware limited partnership ("CV4LP") and ChinaVest
Partners IV, a Delaware general partnership, the general partner of CV4LP
("CVP");
WITNESSETH:
WHEREAS, CV4LP and CVP are both persons required, pursuant to 17
C.F.R.240.13d-1, to file a statement containing the information required by
Schedule 13G with respect to the following Issuer:
AsiaInfo Holdings, Inc. Cusip No. 04518A104
WHEREAS, CV4LP and CVP are each individually eligible to use Schedule 13G; and
WHEREAS, CV4LP and CVP are each responsible for the timely filing of said
Schedule 13G and any amendments thereto, and for the completion and accuracy of
the information concerning each, but not on the behalf of any other, unless any
knows or has reason to know that the information concerning any other is
inaccurate; and
WHEREAS, the Schedule 13G attached hereto identifies all the persons and
contains the required information with regard to CV4LP and CVP so that it may be
filed with the appropriate persons, agencies and exchanges on behalf of each of
them; and
WHEREAS, CV4LP and CVP desire to file the Schedule 13G attached hereto on behalf
of each of them.
NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, the parties hereto agree that the Schedule 13G attached hereto
shall be executed by CVP in its individual capacity and in its capacity as
general partner of CV4LP, and filed with the appropriate persons, agencies and
exchanges, on behalf of both of them.
IN WITNESS WHEREOF, the undersigned have executed this Agreement relative to the
Filing of Schedule 13G as of the day, month and year first above written.
/s/ EDWARD B. COLLINS
_____________________
By: Edward B. Collins, general partner of ChinaVest Partners IV, for ChinaVest
Partners IV and as general partner on behalf of ChinaVest IV, L.P.
Page 7 of 7 pages