-----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, J3pKaZByJzVw1XvEZbaQKtwCsSCPEOdvgbqMnH6KwaQ8kpj/OtefYukNaugpGYIZ jupM/HuAqMsEA4imi0dA+Q== 0001144204-09-047173.txt : 20090904 0001144204-09-047173.hdr.sgml : 20090904 20090904095222 ACCESSION NUMBER: 0001144204-09-047173 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090904 DATE AS OF CHANGE: 20090904 GROUP MEMBERS: FANG ZHENG GROUP MEMBERS: KEYWISE CAPITAL MANAGEMENT (HK) LIMITED GROUP MEMBERS: KEYWISE GREATER CHINA OPPORTUNITIES MASTER FUND SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 2020 ChinaCap Acquirco, Inc. CENTRAL INDEX KEY: 0001396016 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 205500605 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83384 FILM NUMBER: 091054989 BUSINESS ADDRESS: STREET 1: C/O SURFMAX CORPORATION STREET 2: 221 BOSTON POST ROAD, SUITE 410 CITY: MARLBOROUGH STATE: MA ZIP: 01752 BUSINESS PHONE: 508-624-4948 MAIL ADDRESS: STREET 1: C/O SURFMAX CORPORATION STREET 2: 221 BOSTON POST ROAD, SUITE 410 CITY: MARLBOROUGH STATE: MA ZIP: 01752 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Keywise Greater China Opportunties Fund Ltd CENTRAL INDEX KEY: 0001394500 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: c/o Keywise Capital Mangement Ltd STREET 2: Walker House 87 Mary St George Town CITY: Grand Cayman KY Cayman Islands STATE: E9 ZIP: 00000 BUSINESS PHONE: 3459490100 MAIL ADDRESS: STREET 1: c/o Keywise Capital Mangement Ltd STREET 2: Walker House 87 Mary St George Town CITY: Grand Cayman KY Cayman Islands STATE: E9 ZIP: 00000 SC 13D 1 v159847_sc13d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ) 2020 ChinaCap Acquirco, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.0001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 90212G109 - -------------------------------------------------------------------------------- (CUSIP Number) Fang Zheng c/o Keywise Capital Management (HK) Limited Room 4004-6, COSCO Tower 183 Queen's Road Central, HK - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 26, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. CUSIP No. 90212G109 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Keywise Capital Management (HK) Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| 6. CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong Special Administrative Region NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 632,000 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 632,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 632,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% 14. TYPE OF REPORTING PERSON IA, PN CUSIP No. 90212G109 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Keywise Greater China Opportunities Master Fund 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 632,000 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 632,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 632,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 90212G109 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Fang Zheng 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| 6. CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong Special Administrative Region NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 632,000 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 632,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 632,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% 14. TYPE OF REPORTING PERSON IN CUSIP No. 90212G109 --------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. The name of the issuer is the 2020 ChinaCap, Acquirco, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's offices is 221 Boston Post Road East, Suite 410, Marlborough, Massachusetts 01752. This schedule relates to the Issuer's Common Stock, $0.0001 par value (the "Shares"). - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a-c,f) This Schedule 13D is being filed by Keywise Capital Management (HK) Limited, a Hong Kong Special Administrative Region limited liability company (the "Investment Manager"), Keywise Greater China Opportunities Master Fund, a Cayman Islands exempted company (the "Fund") and Fang Zheng, the managing member of Keywise Capital Management (HK) Limited (the "Managing Member") (each a "Reporting Person" and collectively the "Reporting Persons"). The principal business address of the Investment Manager and the Managing Member is located at Room 4004-6, COSCO Tower 183 Queen's Road Central, HK. (d) Fang Zheng has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are 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 or Other Consideration. As of the date hereof, Keywise Capital Management (HK) Limited may be deemed to beneficially own 632,000 Shares. As of the date hereof, Keywise Greater China Opportunities Master Fund may be deemed to beneficially own 632,000 Shares. As of the date hereof, Fang Zheng may be deemed to beneficially own 632,000 Shares. The Reporting Persons are deemed to beneficially own the Shares because they own 632,000 Shares of the Issuer. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business including leverage. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The Reporting Persons have acquired Shares for investment. The Reporting Persons evaluate their investment in the Shares on a continual basis. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. The Reporting Persons reserve the right to be in contact with members of the Issuer's management, the members of the Board, other significant shareholders and others regarding alternatives that the Issuer could employ to increase shareholder value. The Reporting Persons reserve the right to effect transactions that would change the number of shares they may be deemed to beneficially own. The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to the Issuer's management, the Board, the Issuer's shareholders and others. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. As of the date hereof, Keywise Capital Management (HK) Limited may be deemed to be the beneficial owner of 632,000 Shares, or 6.0% of the Shares of the Issuer, based upon the 10,500,000 Shares outstanding according to the Issuer's most recent Form 10-Q. Keywise Capital Management (HK) Limited has the sole power to vote or direct the vote of 0 Shares to which this filing relates; shares the power to vote or direct the vote of the 632,000 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and shares the power to dispose or direct the disposition of the 632,000 Shares to which this filing relates. Keywise Capital Management (HK) Limited specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. As of the date hereof, Keywise Greater China Opportunities Master Fund may be deemed to be the beneficial owner of 632,000 Shares, or 6.0% of the Shares of the Issuer, based upon the 10,500,000 Shares outstanding according to the Issuer's most recent Form 10-Q. Keywise Greater China Opportunities Master Fund has the sole power to vote or direct the vote of 0 Shares to which this filing relates; shares the power to vote or direct the vote of the 632,000 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and shares the power to dispose or direct the disposition of the 632,000 Shares to which this filing relates. Keywise Greater China Opportunities Master Fund specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. As of the date hereof, Fang Zheng may be deemed to be the beneficial owner of 632,000 Shares, or 6.0% of the Shares of the Issuer, based upon the 10,500,000 Shares outstanding according to the Issuer's most recent Form 10-Q. Fang Zheng has the sole power to vote or direct the vote of 0 Shares to which this filing relates; shares the power to vote or direct the vote of the 632,000 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and shares the power to dispose or direct the disposition of the 632,000 Shares to which this filing relates. Fang Zheng specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. The 632,000 Shares were acquired for investment purposes. The Reporting Persons may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case purchased in a private transaction with the Issuer, block sales or purchases or otherwise, or may continue to hold the Shares. Moreover, the Reporting Persons may engage in any or all of the items discussed in Item 4 above. - ---------- * The number of outstanding shares is based on the 10,500,000 Shares the Company reported outstanding as of [ ], 2009. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A: Joint Filing Agreement - -------------------------------------------------------------------------------- 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. [ ], 2009 ---------------------------------------- (Date) Keywise Capital Management (HK) Limited* By: /s/ Fang Zheng ---------------------------------------- Name: Fang Zheng Title: Managing Member of the Investment Manager Keywise Greater China Opportunities Master Fund* By: Keywise Capital Management (HK) Limited By: Fang Zheng, Managing Member of the Investment Manager By: /s/ Fang Zheng ---------------------------------------- /s/ Fang Zheng * ---------------------------------------- Fang Zheng * The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interests therein. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Schedule 13D, dated [ ], 2009 relating to the Common Stock, $0.0001 par value of 2020 ChinaCap Acquirco, Inc. shall be filed on behalf of the undersigned. Keywise Capital Management (HK) Limited* By: /s/ Fang Zheng ---------------------------------------- Name: Fang Zheng Title: Managing Member of the Investment Manager Keywise Greater China Opportunities Master Fund* By: Keywise Capital Management (HK) Limited By: Fang Zheng, Managing Member of the Investment Manager By: /s/ Fang Zheng ---------------------------------------- /s/ Fang Zheng * ---------------------------------------- Fang Zheng * The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. -----END PRIVACY-ENHANCED MESSAGE-----