SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
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
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
China Xiniya Fashion Limited
(Name of Issuer)
Ordinary Shares, par value US$0.00005 per share
(Title of Class of Securities)
G2162C 106
(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).
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13G
CUSIP No. G2162C 106 | Page 2 of 7 |
1 |
NAMES OF REPORTING PERSONS
Qiming Xu | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
133,982,812 Ordinary Shares1
Qiming Investment Limited may also be deemed to have sole voting power with respect to 133,884,000 Ordinary Shares. | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
133,982,812 Ordinary Shares1
Qiming Investment Limited may also be deemed to have sole dispositive power with respect to 133,884,000 Ordinary Shares. | |||||
8 | SHARED DISPOSITIVE POWER
0 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,982,812 Ordinary Shares | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
57.8% | |||||
12 |
TYPE OF REPORTING PERSON
IN |
1 | Includes (i) 98,812 Ordinary Shares represented by 24,703 American Depositary Shares held by Mr. Qiming Xu and (ii) 133,884,000 Ordinary Shares held by Qiming Investment Limited, of which Mr. Qiming Xu is the sole owner. |
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13G
CUSIP No. G2162C 106 | Page 3 of 7 |
1 |
NAMES OF REPORTING PERSONS
Qiming Investment Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
133,884,000 Ordinary Shares
Qiming Xu may also be deemed to have sole voting power with respect to these shares. | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
133,884,000 Ordinary Shares
Qiming Xu may also be deemed to have sole dispositive power with respect to these shares. | |||||
8 | SHARED DISPOSITIVE POWER
0 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,884,000 Ordinary Shares | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
57.7% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
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Item 1 | (a) |
Name of Issuer | ||||||||||
China Xiniya Fashion Limited | ||||||||||||
Item 1 | (b) |
Address of Issuers Principal Executive Offices | ||||||||||
4th Floor, 33 Wang Hai Road Xiamen Software Park Phase II Xiamen City, Fujian Province 361000 Peoples Republic of China |
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Item 2 | (a) |
Name of Person Filing | ||||||||||
(i) Qiming Xu
(ii) Qiming Investment Limited |
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Item 2 | (b) |
Address of Principal Business Office | ||||||||||
(i) The address of the principal business office of Qiming Xu is 4th Floor, 33 Wang Hai Road, Xiamen Software Park Phase II, Xiamen City, Fujian Province 361000, Peoples Republic of China. |
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(ii) The address of the principal business office of Qiming Investment Limited is Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands. |
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Item 2 | (c) |
Citizenship or Place of Organization | ||||||||||
(i) Qiming Xu is a citizen of the Peoples Republic of China.
(ii) Qiming Investment Limited is a limited liability company incorporated in the British Virgin Islands. |
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Item 2 | (d) |
Title of Class of Securities | ||||||||||
Ordinary Shares, par value US$0.00005 per share | ||||||||||||
Item 2 | (e) |
CUSIP Number | ||||||||||
G2162C 106 | ||||||||||||
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 broker or dealer registered under Section 15 of the Act; | ||||||||||
(b) | ¨ | A bank as defined in Section 3(a)(6) of the Act; | ||||||||||
(c) | ¨ | An insurance company as defined in Section 3(a)(19) of the Act; | ||||||||||
(d) | ¨ | An investment company registered under Section 8 of the Investment Company Act of 1940; | ||||||||||
(e) | ¨ | An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E); | ||||||||||
(f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||||||||
(g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||||||||||
(h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||||||||
(i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; | ||||||||||
(j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | ||||||||||
(k) | ¨ | A group, in accordance with Rule 13d-1(b)(1)(ii)(K). | ||||||||||
Not applicable |
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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 to 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: |
||||||||||||||||||
Qiming Xu |
133,982,812 | 57.8 | % | 133,982,812 | | 133,982,812 | | |||||||||||||||||
Qiming Investment Limited |
133,884,000 | 57.7 | % | 133,884,000 | | 133,884,000 | |
Qiming Investment Limited is the record holder of 133,884,000 Ordinary Shares of the Issuer. Mr. Qiming Xu is the sole beneficial owner of Qiming Investment Limited. Pursuant to Rule 13d-3 under the Act, Mr. Qiming Xu may be deemed to be the beneficial owner of the Ordinary Shares owned by Qiming Investment Limited. | ||||||||||
In addition, Mr. Qiming Xu holds 24,703 American Depositary Shares, representing 98,812 Ordinary Shares of the Issuer. | ||||||||||
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 | Certifications | |||||||||
Not applicable |
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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.
Date: January 17, 2012
Qiming Xu | ||||
By: | /s/ Qiming Xu | |||
Name: Qiming Xu | ||||
Qiming Investment Limited | ||||
By: | /s/ Qiming Xu | |||
Name: Qiming Xu | ||||
Title: Chairman |
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EXHIBIT INDEX
A. | Joint Filing Agreement, dated January 17, 2012, by and among Qiming Xu and Qiming Investment Limited |
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Exhibit A
Joint Filing Agreement
The undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares, par value US$0.00005 per share, of China Xiniya Fashion Limited, dated as of January 17, 2012, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
Date: January 17, 2012
Qiming Xu | ||||
By: | /s/ Qiming Xu | |||
Name: Qiming Xu | ||||
Qiming Investment Limited | ||||
By: | /s/ Qiming Xu | |||
Name: Qiming Xu | ||||
Title: Chairman |