UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. __)*
CHINA
MEDIAEXPRESS HOLDINGS, INC.
Common
Stock, par value $.001 per share
(Title of
Class of Securities)
169442 100
Mitchell
S. Nussbaum, Esq., Loeb & Loeb LLP, 345 Park Avenue, New York, NY
10154
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October
15, 2009
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box
o
.
Note: Six
copies of this statement, including all exhibits, should be filed with the
Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued
on following pages)
(Page 1
of 8 Pages)
_______________________
*
|
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
or otherwise subject to the liabilities of that section of the Securities
Exchange Act (the “Act”) but shall be subject to all other provisions of the Act
(however see the Notes).
1
|
NAME
OF REPORTING PERSON
|
|
|
Thousand
Space Holding Limited
|
|
|
|
|
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
|
|
|
|
(a)
o
|
|
|
(b)
o
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE
OF FUNDS
|
|
|
|
|
|
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
|
|
|
|
|
|
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
British
Virgin Islands
|
|
|
7
|
SOLE
VOTING POWER
|
|
|
|
|
|
6,095,085
|
NUMBER
OF
|
8
|
SHARED
VOTING POWER
|
SHARES
|
|
|
BENEFICIALLY
|
|
0
|
OWNED
BY
|
9
|
SOLE
DISPOSITIVE POWER
|
EACH
REPORTING
|
|
|
PERSON
WITH
|
|
6,095,085
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
6,095,085
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
|
|
|
|
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
25.5%*
|
|
14
|
TYPE
OF REPORTING PERSON *
|
|
|
|
|
|
CO
|
|
*Based on
the beneficial ownership of 6,095,085 shares of Common Stock of the Reporting
Person and 23,917,413 shares of total Common Stock issued and outstanding as of
October 15, 2009, the Reporting Person holds approximately 25.5% of the issued
and outstanding Common Stock of the Company.
1
|
NAME
OF REPORTING PERSON
|
|
|
OU
WEN LIN
|
|
|
|
|
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
|
|
|
|
(a)
o
|
|
|
(b)
o
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE
OF FUNDS
|
|
|
|
|
|
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
|
|
|
|
|
|
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
People’s
Republic of China
|
|
|
7
|
SOLE
VOTING POWER
|
|
|
|
|
|
6,095,085
|
NUMBER
OF
|
8
|
SHARED
VOTING POWER
|
SHARES
|
|
|
BENEFICIALLY
|
|
0
|
OWNED
BY
|
9
|
SOLE
DISPOSITIVE POWER
|
EACH
REPORTING
|
|
|
PERSON
WITH
|
|
6,095,085
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
6,095,085
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
|
|
|
|
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
25.5%*
|
|
14
|
TYPE
OF REPORTING PERSON *
|
|
|
|
|
|
IN
|
|
*Based on
the beneficial ownership of 6,095,085shares of Common Stock of the Reporting
Person and 23,917,413 shares of total Common Stock issued and outstanding as of
October 15, 2009, the Reporting Person holds approximately 25.5% of the issued
and outstanding Common Stock of the Company.
Item
1.
|
Security
and Company.
|
This
statement relates to the common stock, par value $.001 per share (the “Common
Stock”), of China MediaExpress Holdings, Inc., a Delaware corporation (the
“Company”). The address of the Company’s principal executive office
is
c/o
China MediaExpress
Holding Limited,
Room 2805, Central Plaza, Wan Chai,
Hon
g
Kong
.
(a)
This
Schedule 13D is being filed by:
(i)
Thousand
Space Holding Limited, a corporation organized under the laws of the British
Virgin Islands (“Thousand Space”); and
(ii)
Mr. Ou
Wen Lin (“Mr. Lin”), a citizen of the People’s Republic of China and sole member
and sole director of Thousand Space.
The
foregoing persons are hereinafter sometimes collectively referred to as the
“Reporting Persons.” Any disclosures herein with respect to persons
other than the Reporting Persons are made on information and belief after making
inquiry to the appropriate party.
(b)
(i) The
place of organization of Thousand Space is the British Virgin Islands. The
address of the business and the principal office of Thousand Space is P
.O.
Box 957, Offshore Incorporation Centre
, Road Town, Tortola, British
Virgin Islands.
(ii) Mr.
Lin’s business address is c/o China MediaExpress Holding Limited, Room 2805,
Central Plaza, Wan Chai, Hong Kong.
(c)
(i) Thousand
Space is a holding company.
(ii) Mr.
Lin is a business man
.
(d)
During
the past five years, neither of the Reporting Persons have been convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e)
During
the past five years, neither of the Reporting Persons have been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding, 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.
Item
3.
|
Source and Amount of Funds and
Other Consideration.
|
On
October 15, 2009, pursuant to the terms of a Share Exchange Agreement, dated as
of May 1, 2009, as amended on September 30, 2009 (“Share Exchange Agreement”),
TM Entertainment and Media, Inc. (the “TM”, or the Company”) acquired all of the
issued and outstanding capital stock of Hong Kong Mandefu Holding Limited
(“CME”) from its shareholders (the “Sellers”) and as a result, CME became a
direct wholly-owned subsidiary of TM (the “Transaction”).
CME,
through contractual arrangements with Fujian Fenzhong, an entity majority owned
by CME’S former majority shareholder, operates the largest television
advertising network on inter-city express buses in China. While CME
has no direct equity ownership in Fujian Fenzhong, through the contractual
agreements CME receives the economic benefits of Fujian Fenzhong’s
operations.
Pursuant
to the Share Exchange Agreement, TM purchased 100% of the outstanding equity of
CME and issued 20.915 million newly issued shares of common stock and paid
$10.0 million in three year, no interest promissory notes. In addition,
the former shareholders of CME (including the Reporting Persons) may earn up to
an additional 15.0 million shares of common stock subject to the achievement of
the following net income targets for 2009, 2010 and 2011:
Year
|
Net
Income (RMB)
|
Net
Income (US$)(1)
|
Shares
|
|
|
|
|
2009
|
287.0 million
|
$42.0 million
|
1.0
million
|
2010
|
570.0 million
|
$83.5 million
|
7.0
million
|
2011(2)
|
889.0 million
|
$130.2
million
|
7.0
million
|
(1)
|
|
Based
on current exchange rate of 6.83 RMB/US$.
|
|
|
|
(2)
|
|
If
CME’s adjusted net income for 2009, 2010 or 2011 does not equal or exceed
the targeted net income threshold for such fiscal year, the earn-out
shares in respect of such fiscal year will not be issued; provided,
however, that if CME’s adjusted net income in the fiscal year immediately
succeeding such non-achieving fiscal year exceeds the sum of (i) the
targeted net income threshold for such immediately succeeding fiscal year
(which, for the fiscal year ending December 31, 2012, the targeted
net income threshold shall be RMB1,155,700,000 ($169.2 million)) and
(ii) the shortfall amount for the non-achieving fiscal year, then the
earn-out shares in respect of such non-achieving fiscal year will be
issued.
|
Pursuant
to the Share Exchange Agreement, Thousand Space as a former shareholder of CME
was newly issued 5,902,392 shares of Common Stock and acquired from TM’s
shareholders 192,693 shares, representing in the aggregate 25.5% of the issued
and outstanding shares of Common Stock.
The
foregoing description of the Share Exchange Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Share Exchange Agreement, attached as Annex A to the Company’s Definitive Proxy
filed with the SEC on October 5 and is incorporated herein by
reference.
Item
4.
|
Purpose
of Transaction.
|
The
purpose of the Transaction was for the Company to acquire 100% ownership of CME,
which has business operations in China through contractual arrangement, and for
Thousand Space and other former shareholders of CME, to obtain a controlling
interest in the Company.
Prior to
the consummation of the Transaction, the Company’s Board of Directors was
comprised of five directors, Messrs. Theodore S. Green, Mr. Malcom Bird,
John Hyde, Jonathan Miller and Gerald
Hellerman
. On the Closing Date, Messrs.
John Hyde, Jonathan Miller and Gerald
He
llerman
resigned
as directors, and the Board of Directors of the Company appointed Messrs. Zheng
Cheng, Jacky Wai Kei Lam, George Zhou and Marco Kung to serve as directors of
the Board of Directors. Subsequent to the Closing Date, Messrs.
Theodore S. Gree
n and Malcolm Bird resigned as officers
of the Company, and Mr. Zheng Cheng was appointed as Chief Executive Officer of
the Company.
At the
date of this Schedule 13D, the Reporting Persons, except as set forth in this
Schedule 13D, do not have any other plans or proposals which relate to or would
result in:
(a)
the
acquisition by any person of additional securities of the Company;
(b)
an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries;
(c)
a sale or
transfer of a material amount of assets of the Company or of any of its
subsidiaries;
(d)
any
change in the present board of directors or management of the Company, including
any plans or proposals to change the number of terms of directors or to fill any
existing vacancies on the board;
(e)
any
material change in the present capitalization or dividend policy of the
Company;
(f)
any other
material change in the Company’s business or corporate structure;
(g)
changes
in the Company’s charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Company by any other
person;
(h)
causing a
class of securities of the Company to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i)
a class
of equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Act; or
(j)
any
similar action to those enumerated above.
Item
5.
|
Interest in
Securities of the
Company.
|
(a)
(i) Upon
the consummation of the Share Exchange, Thousand Space beneficially owned
6,095,085 shares of Common Stock, representing 25.5% of the issued and
outstanding Common Stock.
(ii) Mr.
Lin, as the sole member of Thousand Space may be deemed to be the beneficiary
owner having power to direct the voting and disposition of the Common Stock held
or controlled by Thousand Space.
(b)
(i)
Thousand Space beneficially owns 6,095,085 shares of Common Stock of the Company
in which it has the sole power to vote or direct to vote, and the sole power to
dispose of or direct the disposition of, representing in the aggregate
approximately 25.5% of the total issued and outstanding shares of Common
Stock.
(ii) Although
Mr. Lin directly owns none of the Common Stock, he may be deemed the beneficial
owner of the 6,095,085 shares of Common Stock as sole member of Thousand Space
pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the
“Act”).
(c)
No
actions in the Common Stock were effected during the past sixty (60) days by the
Reporting Persons;
(d)
To the
best knowledge of the Reporting Persons, no other person has the right to
receive, or the power to direct the receipt of dividends from or the proceeds
from the sale of the 6,095,085 shares of Common Stock reported in Item
5(b).
(e)
Not
applicable.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Company.
|
In
connection with the Transaction, Thousand Space entered into a lock up
agreement, dated October 15, 2009 (the “Lock-up Agreements”), with the Company,
whereby the Thousand Space agreed, among others, that it would
not sell or otherwise transfer any of
the shares of TM Common Stock received in the business combination, subject to
certain exceptions, for a period of six months from the closing date of the
bu
siness combination or,
with respect to the earn-out shares, from the date of issuance of such shares,
for those shares benef
icially owned by Thousand
Space
.
At the consummation of the Share
Exchange, Messrs. Theodore S. Green and Malcolm Bird enter
ed
into a Voting Agreement with the
Sellers including Thousand Space. The Voting Agreement provides, among other
things, that, until March 31, 2012 (or March 31, 2013 if the shares
subject to the earn-out provision have not been issued prior to such date)
a
t
any meeting called or action taken for
the purpose of electing directors to the TM board of directors, each Seller
including Thousand Space agrees to vote for two directors nominated by
Mr. Green and Mr. Bird on behalf of the TM
stockholders.
The
foregoing description of the Lock-up Agreement and Voting Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Lock-up Agreement and the Voting Agreement attached as Annexes B and
C, to the Company’s Definitive Proxy filed with the SEC on October 5, 2009 and
is incorporated herein by reference.
Except as
disclosed herein and in the Definitive Proxy filed by the Company on October 5,
2009, the Lock-up Agreement and the Voting Agreement, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
Reporting Persons and any other person with respect to any securities of the
Company, including, but not limited to transfer or voting of any of the
securities, finder’s fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item
7.
|
Materials to be
Filed as Exhibits.
|
|
2.1
|
Share
Exchange Agreement, dated May 1,
2009(1)
|
|
2.2
|
Amendment
No. 1 to Share Exchange Agreement, dated September 30, 2009
(1)
|
|
10.1
|
Form
of Lock-Up Agreement (1)
|
|
10.2
|
Form
of Voting Agreement (1)
|
__________________
(1)
Incorporated by reference to the Definitive Proxy filed by the Company on
October 5, 2009.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certify that the information set forth in this Schedule 13D is true, complete
and correct.
Dated: October
27, 2009
|
THOUSAND
SPACE HOLDING LIMITED
|
|
|
|
|
|
|
By:
|
/s/
Ou
Wen Lin
|
|
|
|
Name:
Ou Wen Lin
|
|
|
|
Title:
Sole Director
|
|
|
|
|
|
|
|
/s/
Ou Wen Lin
|
|
|
|
Ou
Wen Lin
|
|