-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Frawkqf7SJry1aU/0xVI7qTgei5acUGeR1YMhuZh5roXvo4a/d47Xte7LqPLdQt4 O5cYhIk741H+2nbgRnorCA== 0001104659-08-009897.txt : 20080213 0001104659-08-009897.hdr.sgml : 20080213 20080213160115 ACCESSION NUMBER: 0001104659-08-009897 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 GROUP MEMBERS: DORSET MANAGEMENT CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Fortune Acquisition Corp. CENTRAL INDEX KEY: 0001376110 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83006 FILM NUMBER: 08604688 BUSINESS ADDRESS: STREET 1: JINMAO TOWER, 88 CENTURY BLVD. STREET 2: SUITE 4403 CITY: PUDONG, SHANGHAI STATE: F4 ZIP: 200121 BUSINESS PHONE: 86-21-5049-1188 MAIL ADDRESS: STREET 1: JINMAO TOWER, 88 CENTURY BLVD. STREET 2: SUITE 4403 CITY: PUDONG, SHANGHAI STATE: F4 ZIP: 200121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNOTT DAVID M CENTRAL INDEX KEY: 0000808722 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 485 UNDERHILL BLVD STREET 2: STE 205 CITY: SYOSSET STATE: NY ZIP: 11791-3419 SC 13G/A 1 a08-5194_8sc13ga.htm SC 13G/A

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)(1)

China Fortune Acquisition Corp.
(Name of Issuer)

Common Stock, $0.0001 Par Value
(Title of Class of Securities)

G21098127
(CUSIP Number)

December 31, 2007
(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)

x  Rule 13d-1(c)

o  Rule 13d-1(d)

(1)                                  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. 874023104

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
David M. Knott

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(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
454,900

 

6.

Shared Voting Power
140,600

 

7.

Sole Dispositive Power
480,000

 

8.

Shared Dispositive Power
120,000

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
600,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.0%

 

 

12.

Type of Reporting Person*
IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

2


 

CUSIP No. 874023104

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Dorset Management Corporation

11-2873658

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
New York

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
454,900

 

6.

Shared Voting Power
140,600

 

7.

Sole Dispositive Power
480,000

 

8.

Shared Dispositive Power
120,000

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
600,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.0%

 

 

12.

Type of Reporting Person*
CO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

3


 

Item 1(a)

 

Name of Issuer:

 

 

 

 

 

China Fortune Acquisition Corp.

 

 

 

Item 1(b)

 

Address of Issuer’s Principal Executive offices:

 

 

 

 

 

Jinmao Tower

 

 

88 Century Boulevard, Suite 4403

 

 

Pudong, Shanghai 200121

 

 

People’s Republic of China

 

 

 

Item 2(a)

 

Name of Person(s) Filing:

 

 

 

 

 

David M. Knott; Dorset Management Corporation

 

 

 

Item 2(b)

 

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

 

 

 

 

 

485 Underhill Boulevard, Suite 205

 

 

Syosset, New York 11791

 

 

 

Item 2(c)

 

Citizenship or Place of Organization

 

 

 

 

 

David M. Knott - United States of America;

 

 

Dorset Management Corporation - New York

 

 

 

Item 2(d)

 

Title of Class of Securities:

 

 

 

 

 

Common Stock, par value $0.0001 per share (“Common Stock”)

 

 

 

Item 2(e)

 

CUSIP Number:

 

 

 

 

 

G21098127

 

 

 

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

 

 

 

(a)

o

Broker or dealer registered under Section 15 of the Exchange Act;

 

(b)

o

Bank as defined in Section 3(a)(6) of the Exchange Act;

 

(c)

o

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

(d)

o

Investment company registered under Section 8 of the Investment Company Act;

 

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan, or endowment fund in accordance with rule 13d-1(b)(l)(ii)(F);

 

(g)

o

A parent holding company, or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)

o

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).(j)

 

4


 

 

 

Item 4

 

Ownership:

 

 

 

 

 

David M. Knott; Dorset Management Corporation

 

 

See Rows 5 through 9 and 11 on pages 2 and 3.

 

 

 

 

 

As of the date of this filing, each Reporting Person may be deemed to be the beneficial owner of the number of shares of Common Stock of China Fortune Acquisition Corp. (the “Company”) set forth on Row 9 of the corresponding Cover Page of this Schedule 13G for such Reporting Person, which shares are a constituent part of the Company’s Units (“Units”) of which each Reporting Person may be deemed to hold the number set forth on Row 9 of the corresponding Cover Page of this Schedule 13G for such Reporting Person.  Each Unit consists of (i) one share of Common Stock and (ii) one Warrant (“Warrant”).  Each Warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $6.00.  Each Warrant will become exercisable on the later of the Company’s completion of a business combination and July 17, 2008, and will expire on July 16, 2011, or earlier upon redemption.  As of the date of this filing, the Company has not announced the completion of a business combination.

 

 

 

 

 

Of the aggregate number of shares of the Common Stock reported in each of Rows 6, 8 and 9 on pages 2-3 of this Schedule 13G, 120,000 shares (the “Ostra Shares”) of each such number of shares are owned by Ostra Capital Partners, L.P. (“Ostra”). The general partner of Ostra is Ostra GP, LLC, and the manager of Ostra GP, LLC is an individual named Richard Murawczyk.  Mr. Murawczyk is employed by one or more entities controlled by David M. Knott and Mr. Murawczyk and David M. Knott have entered into an agreement with respect to security investments by Ostra.  The Ostra Shares have been included in the number of shares reported as beneficially owned by David M. Knott in this Schedule 13G to avoid any potential question regarding compliance with appropriate public disclosure requirements in the event that Ostra or any of its affiliates or controlling persons and David M. Knott might be deemed to be members of a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  David M. Knott does not have any power to vote or direct the vote or dispose or direct the disposition of the Ostra Shares.

 

 

 

 

 

The inclusion of the Ostra Shares in the number of shares reported as beneficially owned by David M. Knott in this Schedule 13G or any amendment hereto does not constitute an admission that David M. Knott and Ostra or any of their respective affiliates or controlling persons are members of a “group” for purposes of the Exchange Act or the rules promulgated thereunder or for any other purpose whatsoever. David M. Knott expressively disclaims beneficial ownership of any Common Stock beneficially owned by Ostra or its affiliates or controlling persons.

 

 

 

Item 5

 

Ownership of Five Percent or Less of a Class

 

 

 

 

 

N/A

 

 

 

Item 6

 

Ownership of More than Five Percent on Behalf of Another Person

 

 

 

 

 

Persons, other than the Reporting Persons hereunder, have the right to receive or the power to direct the receipt of dividends, or the proceeds from the sale, of securities reported herein.

 

 

 

Item 7

 

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

 

 

 

 

 

N/A

 

 

 

Item 8

 

Identification and Classification of Members of the Group

 

 

 

 

 

N/A

 

 

 

Item 9

 

Notice of Dissolution of Group

 

 

 

 

 

N/A

 

 

 

Item 10

 

Certification

 

 

 

 

 

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.

 

5


 

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

 

February 13, 2008

 

Date

 

 

 

/s/ David M. Knott

 

Signature

 

 

 

 

 

DORSET MANAGEMENT CORPORATION

 

 

 

By:

 

/s/  David M. Knott

 

 

 

David M. Knott, President

 

6

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