0000922907-12-000588.txt : 20120919 0000922907-12-000588.hdr.sgml : 20120919 20120919165127 ACCESSION NUMBER: 0000922907-12-000588 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120919 DATE AS OF CHANGE: 20120919 GROUP MEMBERS: JAYHAWK CAPITAL MANAGEMENT L.L.C. GROUP MEMBERS: JAYHAWK PRIVATE EQUITY CO-INVEST FUND L.P. GROUP MEMBERS: JAYHAWK PRIVATE EQUITY FUND L.P. GROUP MEMBERS: JAYHAWK PRIVATE EQUITY GP L.P. GROUP MEMBERS: KENT C. MCCARTHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHINA MARINE FOOD GROUP LTD CENTRAL INDEX KEY: 0001099977 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 870640467 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83151 FILM NUMBER: 121100223 BUSINESS ADDRESS: STREET 1: DA BAO INDUSTRIAL ZONE, SHISHI CITY CITY: FUJIAN, STATE: F4 ZIP: 362700 BUSINESS PHONE: 86-595-8898-7588 MAIL ADDRESS: STREET 1: DA BAO INDUSTRIAL ZONE, SHISHI CITY CITY: FUJIAN, STATE: F4 ZIP: 362700 FORMER COMPANY: FORMER CONFORMED NAME: NEW PARADIGM PRODUCTIONS INC DATE OF NAME CHANGE: 20000606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JAYHAWK CAPITAL MANAGEMENT, L.L.C. CENTRAL INDEX KEY: 0001002078 IRS NUMBER: 481172612 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 8201 MISSION RD STREET 2: SUITE 110 CITY: PRAIRIE VILLAGE STATE: KS ZIP: 66208 BUSINESS PHONE: 9136422611 MAIL ADDRESS: STREET 1: 8201 MISSION RD STREET 2: SUITE 110 CITY: PRAIRIE VILLAGE STATE: KS ZIP: 66208 FORMER COMPANY: FORMER CONFORMED NAME: JAYHAWK CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 19961121 SC 13G 1 schedule13g_091912.htm schedule13g_091912.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*


China Marine Food Group Limited
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
16943R106
(CUSIP Number)
 
September 17, 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:

[   ]                 Rule 13d-1(b)
[X]                 Rule 13d-1(c)
[   ]                 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 (the “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).
 
 


 
 
 


CUSIP No.
  16943R106

 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  (entities only)
Jayhawk Private Equity Fund, L.P. (20-5004931)
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  [   ]
(b)  [X]
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
 
5
 
SOLE VOTING POWER
0
 
6
 
SHARED VOTING POWER
1,363,504
 
7
 
SOLE DISPOSITIVE POWER
0
 
8
 
SHARED DISPOSITIVE POWER
1,363,504
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,363,504 (see Item 4)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions)  [   ]
Not Applicable
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.59%*
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
* Based on 29,722,976 outstanding shares of common stock, par value $0.001 per share, as reported by China Marine Food Group Limited on its Form 10-Q/A for the quarterly period ended June 30, 2012, as filed with the Securities and Exchange Commission on August 23, 2012.




 
 
 
 

CUSIP No.
16943R106


 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  (entities only)
Jayhawk Private Equity Co-Invest Fund, L.P. (20-5249125)
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  [   ]
(b)  [X]
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
 
5
 
SOLE VOTING POWER
0
 
6
 
SHARED VOTING POWER
137,017
 
7
 
SOLE DISPOSITIVE POWER
0
 
8
 
SHARED DISPOSITIVE POWER
137,017
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
137,017 (see Item 4)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions)  [   ]
Not Applicable
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.46%*
 
12
 
PN
* Based on 29,722,976 outstanding shares of common stock, par value $0.001 per share, as reported by China Marine Food Group Limited on its Form 10-Q/A for the quarterly period ended June 30, 2012, as filed with the Securities and Exchange Commission on August 23, 2012.




 
 

 
 
 
 


CUSIP No.
16943R106
 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  (entities only)
Jayhawk Private Equity GP, L.P. (20-5005219)
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  [   ]
(b)  [X]
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
 
5
 
SOLE VOTING POWER
0
 
6
 
SHARED VOTING POWER
1,500,521*
 
7
 
SOLE DISPOSITIVE POWER
0
 
8
 
SHARED DISPOSITIVE POWER
1,500,521*
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,521* (see Item 4)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions)  [   ]
Not Applicable
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.05%**
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
* Includes 1,363,504 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Fund, L.P. and 137,017 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Co-Invest Fund, L.P.
** Based on 29,722,976 outstanding shares of common stock, par value $0.001 per share, as reported by China Marine Food Group Limited on its Form 10-Q/A for the quarterly period ended June 30, 2012, as filed with the Securities and Exchange Commission on August 23, 2012.






 
 
 
 


CUSIP No.
16943R106

 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  (entities only)
Jayhawk Capital Management, L.L.C. (48-1172612)
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  [   ]
(b)  [X]
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
 
5
 
SOLE VOTING POWER
0
 
6
 
SHARED VOTING POWER
1,500,521*
 
7
 
SOLE DISPOSITIVE POWER
0
 
8
 
SHARED DISPOSITIVE POWER
1,500,521*
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,521* (see Item 4)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions)  [   ]
Not Applicable
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.05%**
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
* Includes 1,363,504 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Fund, L.P. and 137,017 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Co-Invest Fund, L.P.
** Based on 29,722,976 outstanding shares of common stock, par value $0.001 per share, as reported by China Marine Food Group Limited on its Form 10-Q/A for the quarterly period ended June 30, 2012, as filed with the Securities and Exchange Commission on August 23, 2012.




 
 
 
 


CUSIP No.
16943R106

 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  (entities only)
Kent C. McCarthy
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  [   ]
(b)  [X]
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
 
5
 
SOLE VOTING POWER
0
 
6
 
SHARED VOTING POWER
1,500,521*
 
7
 
SOLE DISPOSITIVE POWER
0
 
8
 
SHARED DISPOSITIVE POWER
1,500,521*
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,521* (see Item 4)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions)  [   ]
Not Applicable
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.05%**
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
* Includes 1,363,504 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Fund, L.P. and 137,017 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Co-Invest Fund, L.P.
** Based on 29,722,976 outstanding shares of common stock, par value $0.001 per share, as reported by China Marine Food Group Limited on its Form 10-Q/A for the quarterly period ended June 30, 2012, as filed with the Securities and Exchange Commission on August 23, 2012.

  
 

 

 
 
 
 

Item 1(a)
Name of Issuer:

China Marine Food Group Limited

Item 1(b)
Address of Issuer's Principal Executive Offices:

Da Bao Industrial Zone, Shishi City
Fujian, China
362700

Item 2(a)
Name of Person Filing:

This Schedule 13G is being jointly filed by Kent C. McCarthy (“Mr. McCarthy”), Jayhawk Capital Management, L.L.C., a Delaware limited liability company (“JCM”), Jayhawk Private Equity GP, L.P., a Delaware limited partnership (“JPEGP”), Jayhawk Private Equity Fund, L.P., a Delaware limited partnership (“JPEF”), and Jayhawk Private Equity Co-Invest Fund, L.P., a Delaware limited partnership (“JPECF”).

Mr. McCarthy, JCM, JPEGP, JPEF, and JPECF have entered into an Agreement Regarding the Joint Filing of 13G (the “Agreement”) pursuant to which Mr. McCarthy, JCM, JPEGP, JPEF, and JPECF have agreed to file this 13G jointly and in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended (the “Act”).  A copy of the Agreement is attached hereto as Exhibit A.

Item 2(b)
Address of Principal Business Office or, if None, Residence:

The principal business address of Mr. McCarthy, JCM, JPEGP, JPEF, and JPECF is 7335 Cottonwood Drive, Shawnee, KS 66216.
 
Item 2(c)
Citizenship:

Mr. McCarthy is a citizen of the Unites States of America, JCM is a Delaware limited liability company, JPEGP is a Delaware limited partnership, JPEF is a Delaware limited partnership, and JPECF is a Delaware limited partnership.

Item 2(d)
Title of Class of Securities:

Common Stock, par value $0.001 per share

Item 2(e)
CUSIP Number:
 
16943R106

 

Item 3
The Reporting Person is:

Not Applicable

Item 4                      Ownership:

Mr. McCarthy is the manager of and controls JCM.  JCM is the general partner of JPEGP and as a result controls JPEGP.  JPEGP is the general partner of JPEF and as a result controls JPEF.  JPEGP is the general partner of JPECF and as a result controls JPECF.  Therefore, Mr. McCarthy, JCM, and JPEGP are deemed to be beneficial owners under Rule 13d-3 of the Act of the securities owned of record by JPEF and JPECF and have reported that they share voting power and dispositive power over such securities.
 
The information below is as of the date of the filing of this report:

(a) Amount beneficially owned:

1. Jayhawk Private Equity Fund, L.P.: 1,363,504
2. Jayhawk Private Equity Co-Invest Fund, L.P.: 137,017
3. Jayhawk Private Equity GP, L.P.: 1,500,521*
4. Jayhawk Capital Management, L.L.C.: 1,500,521*
5. Kent C. McCarthy: 1,500,521*
 

 
 
 
 

 
* Includes 1,363,504 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Fund, L.P. and 137,017 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Co-Invest Fund, L.P.

(b) Percent of class:

1. Jayhawk Private Equity Fund, L.P.: 4.59%
2. Jayhawk Private Equity Co-Invest Fund, L.P.: 0.46%
3. Jayhawk Private Equity GP, L.P.: 5.05%
4. Jayhawk Capital Management, L.L.C.: 5.05%
5. Kent C. McCarthy: 5.05%

Percent of class is based on 29,722,976 outstanding shares of common stock, par value $0.001 per share, as reported by China Marine Food Group Limited on its Form 10-Q/A for the quarterly period ended June 30, 2012, as filed with the Securities and Exchange Commission on August 23, 2012.


(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

1. Jayhawk Private Equity Fund, L.P.: 0
2. Jayhawk Private Equity Co-Invest Fund, L.P.: 0
3. Jayhawk Private Equity GP, L.P.: 0
4. Jayhawk Capital Management, L.L.C.: 0
5. Kent C. McCarthy: 0

(ii) Shared power to vote or direct the vote:

1. Jayhawk Private Equity Fund, L.P.: 1,363,504
2. Jayhawk Private Equity Co-Invest Fund, L.P.: 137,017
3. Jayhawk Private Equity GP, L.P.: 1,500,521*
4. Jayhawk Capital Management, L.L.C.: 1,500,521*
5. Kent C. McCarthy: 1,500,521*

(iii) Sole power to dispose or to direct the disposition of:

1. Jayhawk Private Equity Fund, L.P.: 0
2. Jayhawk Private Equity Co-Invest Fund, L.P.: 0
3. Jayhawk Private Equity GP, L.P.: 0
4. Jayhawk Capital Management, L.L.C.: 0
5. Kent C. McCarthy: 0

(iv) Shared power to dispose or to direct the disposition of:

1. Jayhawk Private Equity Fund, L.P.: 1,363,504
2. Jayhawk Private Equity Co-Invest Fund, L.P.: 137,017
3. Jayhawk Private Equity GP, L.P.: 1,500,521*
4. Jayhawk Capital Management, L.L.C.: 1,500,521*
5. Kent C. McCarthy: 1,500,521*

* Includes 1,363,504 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Fund, L.P. and 137,017 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Co-Invest Fund, L.P.

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:

 

 
 
 
 

 
See response to Item 4 above.
 
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being
 
Reported on By the Parent Holding Company:

Not Applicable

Item 8
Identification and Classification of Members of the Group:

Not Applicable

Item 9
Notice of Dissolution of Group:

Not Applicable
 

Item 10
Certification:

By signing below each party certifies that, to the best of its 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, the parties below certify that the information set forth in this statement is true, complete and correct.

Dated:
September 19, 2012
       
    /s/ Kent C. McCarthy  
   
Kent C. McCarthy
  
       

 
Jayhawk Capital Management, LLC
  
       
 
By:
/s/ Kent C. McCarthy
  
   
Name:  Kent C. McCarthy
  
   
Title:  Manager
  

 
 
Jayhawk Private Equity GP, L.P.
  
       
 
By:
 
 
 
Jayhawk Capital Management, LLC
Its general partner
 
By:  /s/ Kent C. McCarthy                                                    
  
   
Name:  Kent C. McCarthy
  
   
Title:  Manager
  

 
Jayhawk Private Equity Fund, L.P.
  
       
 
By:
Jayhawk Private Equity GP, L.P.
Its general partner
 
By: Jayhawk Capital Management LLC
       Its general partner
 
By:   /s/ Kent C.McCarthy
  
   
Name: Kent C. McCarthy
  
   
Title:  Manager
  

 
Jayhawk Private Equity Co-Invest Fund, L.P.
  
       
 
By:
Jayhawk Private Equity GP, L.P.
Its general partner
 
By: Jayhawk Capital Management LLC
       Its general partner
 
By:  /s/  Kent C. McCarthy                                                 
  
   
Name: Kent C. McCarthy
  
   
Title:  Manager
  


 
 
 
 

Exhibit A

 
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of China Marine Food Group Limited, and further agree that this Agreement be included as an exhibit to such filings.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 19th day of September, 2012.
 

       
    /s/ Kent C. McCarthy  
   
Kent C. McCarthy
  
       

 
Jayhawk Capital Management, LLC
  
       
 
By:
/s/  Kent C. McCarthy
  
   
Name: Kent C. McCarthy
  
   
Title: Manager
  

 
 
Jayhawk Private Equity GP, L.P.
  
       
 
By:
Jayhawk Capital Management, LLC
Its general partner
 
By: /s/  Kent C. McCarthy                                                      
  
   
Name:  Kent C. McCarthy
  
   
Title: Manager
  


 
Jayhawk Private Equity Fund, L.P.
  
       
 
By:
Jayhawk Private Equity GP, L.P.
Its general partner
 
By: Jayhawk Capital Management LLC
       Its general partner
 
By:  /s/  Kent C. McCarthy                                                   
  
   
Name: Kent C. McCarthy
  
   
Title:  Manager
  

 
Jayhawk Private Equity Co-Invest Fund, L.P.
  
       
 
By:
Jayhawk Private Equity GP, L.P.
Its general partner
 
By: Jayhawk Capital Management LLC
       Its general partner
 
By:  /s/  Kent C. McCarthy                                                    
  
   
Name: Kent C. McCarthy
  
   
Title:  Manager