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. 1)*
Le Gaga Holdings Limited
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
521168 104
(CUSIP Number)
December 31, 2011
(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)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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 6 Pages |
1 |
Name of Reporting Person
Shing Yung Ma | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
Hong Kong | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
700,761,667 ordinary shares | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
700,761,667 ordinary shares | |||||
8 | Shared Dispositive Power
0 | |||||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
700,761,667 ordinary shares | |||||
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
11 |
Percent of Class Represented By Amount In Row 9
30.6% | |||||
12 |
Type of Reporting Person
IN |
CUSIP No. 521168 104
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Page 3 of 6 Pages |
1 |
Name of Reporting Person
Grow Grand Limited | |||||
2 | Check the Appropriate Box if A Member of A Group (a) ¨ (b) ¨
| |||||
3 | SEC Use Only
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4 | Citizenship or Place of Organization
British Virgin Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
667,318,001 ordinary shares | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
667,318,001 ordinary shares | |||||
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 ¨
| |||||
11 |
Percent of Class Represented By Amount In Row 9
29.3% | |||||
12 |
Type of Reporting Person
CO |
CUSIP No. 521168 104
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Page 4 of 6 Pages |
Item 1 | (a). |
Name of Issuer: | ||||||||||
Le Gaga Holdings Limited | ||||||||||||
Item 1 | (b). |
Address of Issuers 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 |
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Item 2 | (c) |
Citizenship: | ||||||||||
Shing Yung Ma Hong Kong Grow Grand Limited British Virgin Islands |
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Item 2 | (d). |
Title of Class of Securities: | ||||||||||
Ordinary Shares | ||||||||||||
Item 2 | (e). |
CUSIP Number: | ||||||||||
521168 104 | ||||||||||||
Item 3. | Not Applicable |
CUSIP No. 521168 104
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Page 5 of 6 Pages |
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, 2011: |
Reporting Person |
Amount beneficially owned: |
Percent of class: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
Shing Yung Ma |
700,761,667 | 30.6 | % | 700,761,667 | 0 | 700,761,667 | 0 | |||||||||||||||||
Grow Grand Limited |
667,318,001 | 29.3 | % | 667,318,001 | 0 | 667,318,001 | 0 |
As of December 31, 2011, Grow Grand Limited was the record owner of 667,318,001 ordinary shares of the issuer. Grow Grand Limited is 100% owned by Mr. Shing Yung Ma. Mr. Ma is the sole director of Grow Grand Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder, Mr. Ma may be deemed to be the beneficial owner of all the shares held by Grow Grand Limited. Mr. Ma also directly holds 20,000,000 ordinary shares of the issuer and options to acquire 13,443,666 ordinary shares of the issuer. This report does not include his ownership to share options that will not vest within 60 days of December 31, 2011. | ||||||||||
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. | ||||||||||
Item 9. | Notice of Dissolution of Group: | |||||||||
Not applicable | ||||||||||
Item 10. | Certification: | |||||||||
Not applicable |
CUSIP No. 521168 104
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Page 6 of 6 Pages |
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 13, 2012
/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 |
Description | |
99.1 | Joint Filing Agreement |
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 13, 2012.
/s/ Shing Yung Ma | ||
Shing Yung Ma | ||
Grow Grand Limited | ||
By: | /s/ Shing Yung Ma |
Name: | Shing Yung Ma | |
Title: | Director |