UNITED STATES | |||
SECURITIES AND EXCHANGE COMMISSION | |||
WASHINGTON, D.C. 20549 | |||
SCHEDULE 13G/A
|
|||
Amendment No. 1 | |||
Under the Securities Exchange Act of 1934* | |||
American Lorain Corporation | |||
(Name of Issuer) | |||
Common Stock, par value $0.001 per share | |||
(Title of Class of Securities) | |||
27297100 | |||
(CUSIP Number) | |||
December 31, 2011 | |||
(Date of Event Which Requires Filing of this Statement)
|
[ ] | Rule 13d-1(b) | ||
[X] | Rule 13d-1(c) | ||
[ ] | Rule 13d-1(d) |
CUSIP No.
|
27297100
|
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
3,092,5951
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
3,092,5951
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,092,5951 (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
8.97%*1
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No.
|
27297100
|
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
205,2711
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
205,2711
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,2711 (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
0.59%*1
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No.
|
27297100
|
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
3,297,866*1
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
3,297,866*1
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,297,866*1 (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
9.57%**1
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No.
|
27297100
|
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
3,297,866*1
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
3,297,866*1
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,297,866*1 (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
9.57%**1
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No.
|
27297100
|
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
3,297,866*1
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
3,297,866*1
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,297,866*1 (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
9.57%**1
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
Item 4
|
Ownership:
|
Item 10
|
Certification:
|
Dated:
|
February 14, 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
|
|
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G/A
|
/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
|