sc13g

0000950123-11-012314.txt : 20110211 0000950123-11-012314.hdr.sgml : 20110211 20110211065919 ACCESSION NUMBER: 0000950123-11-012314 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110211 DATE AS OF CHANGE: 20110211 GROUP MEMBERS: GROW GRAND LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Le Gaga Holdings Ltd CENTRAL INDEX KEY: 0001499506 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85878 FILM NUMBER: 11594868 BUSINESS ADDRESS: STREET 1: Unit 1105, The Metropolis Tower STREET 2: 10 Metropolis Tower CITY: Hung Hom, Kowloon STATE: K3 ZIP: 00000 MAIL ADDRESS: STREET 1: Unit 1105, The Metropolis Tower STREET 2: 10 Metropolis Tower CITY: Hung Hom, Kowloon STATE: K3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ma Shing Yung CENTRAL INDEX KEY: 0001511374 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: UNIT 1105, THE METROPOLIS TOWER STREET 2: 10 METROPOLIS DRIVE, HUNG HOM, KOWLOON CITY: HONG KONG STATE: K3 ZIP: HUNG HOM SC 13G 1 h04830sc13g.htm SC 13G sc13g

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to §240.13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to §240.13d-2.
Under the Securities Exchange Act of 1934
(Amendment No. ___)*

Le Gaga Holdings Limited

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

521168 104

(CUSIP Number)

December 31, 2010

(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)

o Rule 13d-1(c)

þ 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 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 (“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.		521168 104		Page		2		of		7


1	NAME OF REPORTING PERSON Shing Yung Ma


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Hong Kong

		5	SOLE VOTING POWER

NUMBER OF			687,318,334 ordinary shares

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			687,318,334 ordinary shares

WITH		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	687,318,334 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	29.97%

12	TYPE OF REPORTING PERSON

	IN


CUSIP No.		521168 104		Page		3		of		7


1	NAME OF REPORTING PERSON Grow Grand Limited


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	British Virgin Islands

		5	SOLE VOTING POWER

NUMBER OF			667,318,001 ordinary shares

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			667,318,001 ordinary shares

WITH		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	667,318,001 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	29.09%

12	TYPE OF REPORTING PERSON

	CO


CUSIP No.		521168 104		Page		4		of		7


Item 1(a).		Name of Issuer:

		Le Gaga Holdings Limited

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

		Unit 1105, The Metropolis Tower
		10 Metropolis Drive
		Hung Hom, Kowloon
		Hong Kong

Item 2(a).		Name of Person Filing:

		Shing Yung Ma
		Grow Grand Limited

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

		Shing Yung Ma
		Grow Grand Limited
		c/o Shing Yung Ma
		Le Gaga Holdings Limited
		Unit 1105, The Metropolis Tower
		10 Metropolis Drive
		Hung Hom, Kowloon
		Hong Kong

Item 2(c)		Citizenship:

		Shing Yung Ma — Hong Kong
		Grow Grand Limited — British Virgin Islands

Item 2(d).		Title of Class of Securities:

		Ordinary Shares

Item 2(e).		CUSIP Number:

		521168 104


CUSIP No.		521168 104		Page		5		of		7


Item 3.		Not Applicable

Item 4.		Ownership:

		The following information with respect to the ownership of the ordinary shares of the issuer by each of the reporting persons is provided as of December 31, 2010:

Shared

Sole power to

Sole power

power to

dispose or to

Shared power

Amount

to vote or

vote or to

direct the

to dispose or to

beneficially

Percent

direct the

direct

disposition

direct the

Reporting Person

owned:

of class:

vote:

the vote:

of:

disposition of:

Shing Yung Ma

687,318,334

29.97

687,318,334

Grow Grand Limited

667,318,001

29.09

667,318,001


		Grow Grand Limited (“Grow Grand”), a British Virgin Islands company, is the record owner of 667,318,001 ordinary shares of the issuer. Grow Grand is 100% owned by Mr. Shing Yung Ma. Mr. Ma is the sole director of Grow Grand. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder, Mr. Ma may be deemed to be the beneficial owner of all the shares held by Grow Grand. Mr. Ma also directly holds 20,000,000 ordinary shares of the issuer and 333 options exercisable within 60 days after December 31, 2010.

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:

		Not applicable.

Item 7.		Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

		Not applicable.

Item 8.		Identification and Classification of Members of The Group:

		Not applicable.


CUSIP No.		521168 104		Page		6		of		7


Item 9.		Notice of Dissolution of Group:

		Not applicable

Item 10.		Certification:

		Not applicable


CUSIP No.		521168 104		Page		7		of		7

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.

Dated: February 10, 2011



/s/ Shing Yung Ma
Shing Yung Ma


Grow Grand Limited
By:	/s/ Shing Yung Ma
	Name:	Shing Yung Ma
	Title:	Director

LIST OF EXHIBITS


Exhibit No.		Description

99.1		Joint Filing Agreement

EX-99.1 2 h04830exv99w1.htm EX-99.1 exv99w1

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value $0.01 per share, of Le Gaga Holdings Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Signature page to follow]

Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 10, 2011.



/s/ Shing Yung Ma
Shing Yung Ma


Grow Grand Limited
By:	/s/ Shing Yung Ma
	Name:	Shing Yung Ma
	Title:	Director