UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

	Wenjing Wu	With a copy to:
	4F, 269 Fangbangzhong Road	John Haveman
	Shanghai	Faegre Baker Daniels LLP
	200010	2200 Wells Fargo Center
	PR China	90 S. Seventh Street
	+86-21-63551833	Minneapolis, MN 55402
		(612) 766-8705

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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 which 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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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).

 

 

 

* Percent of class is based on 31,675,672 shares of common stock reported as issued and outstanding at March 31, 2012 in the Issuer’s Form 20-F for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission on April 25, 2012.

 

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Item 1.	Security and Issuer
This Schedule 13D relates to $.01 Par Value Common Stock (the “Common Stock”) of LJ International Inc. (the “Issuer”), a corporation organized under the laws of the British Virgin Islands.  The Common Stock is listed on the NASDAQ Global Market under the symbol “JADE.”  The principal executive offices of the Issuer are located at Unit #12, 12/F, Block A, Focal Industrial Centre, 21 Man Lok Street, Hung Hom, Kowloon, Hong Kong.
Item 2.	Identity and Background
(a) – (c), (f).     This Schedule 13D is filed by Yu Zhen Industrial Limited. (“Yu Zhen”), a corporation organized under the laws of Hong Kong, China.  The principal business address for Yu Zhen is 269 Fangbangzhong Road, Shanghai, China. The principal businesses of Yu Zhen include import and export businesses, as well as industrial investment.  Yu Zhen is a wholly owned subsidiary of Yuhai Industrial Company Limited (“Yuhai”), which in turn is a wholly owned subsidiary of Shanghai Yuyuan Tourist Mart Co., Ltd. (“Yuyuan”). Shanghai Fosun Industrial Investment Co., Ltd. (“Fosun Industrial”) owns 17.3% of Yuyuan, making it Yuyuan’s largest shareholder, and appoints three members of Yuyuan’s eight-member board of directors, including the chairman of the board. Accordingly, Fosun Industrial may be deemed to be a controlling shareholder of Yuyuan.   Fosun Industrial is a subsidiary of Shanghai Fosun High Technology (Group) Co., Ltd (“Fosun Hi-Tech”). Fosun Hi-Tech is a subsidiary of Fosun International Limited (“Fosun International”). Fosun International is a subsidiary of Fosun Holdings Limited (“Fosun Holdings”), which in turn is a subsidiary of Fosun International Holdings Ltd. (“Fosun International Holdings”). Fosun International Holdings is controlled by Mr. Guo Guangchang. The place of organization, principal business address and principal business of Yuhai, Yuyuan, Fosun Industrial, Fosun Hi-Tech, Fosun International, Fosun Holdings, and Fosun International Holdings are set forth in Exhibit 99.1, which is attached hereto and incorporated by reference. The name, business address, present principal employment and citizenship of Mr. Guo Guangchang and each director and executive officer of Yu Zhen are also set forth in Exhibit 99.1.   (d) – (e).During the last five years, neither Yu Zhen nor any person named in Exhibit 99.1 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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
Yu Zhen purchased the Common Stock that is the subject of this statement with working capital.
Item 4.	Purpose of Transaction
Yu Zhen acquired the Common Stock that is the subject of this Schedule 13D for investment purposes.  Yu Zhen will continue to evaluate its ownership and voting position in the Issuer and may consider and pursue the following future courses of action, among others: (i) continuing to hold the Common Stock for investment; (ii) acquiring additional Common Stock in the open market or in privately negotiated transactions; or (iii) disposing of all or a portion of the Common Stock in open market sales or in privately negotiated transactions.  Yu Zhen’s future actions with regard to this investment will be dependent upon its review and evaluation of numerous factors, including the price levels of the Common Stock; the Issuer’s business, financial condition, operating results and prospects; general market and economic conditions; and the relative attractiveness of alternative business and investment opportunities.  Consistent with its investment purpose, Yu Zhen or its representatives may engage in communications with other shareholders of the Issuer and members of the Issuer’s management and board of directors with regard to the business operations of the Issuer and strategies for enhancing shareholder value.   Except as set forth above, Yu Zhen has no present plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.  Yu Zhen reserves the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified in the previous sentence.
Item 5.	Interest in Securities of the Issuer
(a)  See Items 11 and 13 of the cover page to this Schedule 13D for the aggregate number and percentage of Common Stock that is beneficially owned by Yu Zhen as of June 8, 2012.   (b)  See Items 7 through 10 of the cover page to this Schedule 13D for the number and percentage of Common Stock beneficially owned by Yu Zhen as of June 8, 2012 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.   (c)  During the 60 days preceding May 31, 2012 and the period of May 31, 2012 through June 8, 2012, Yu Zhen engaged in open market transactions involving the net purchase for cash of 772,628 shares of Common Stock on the dates and at the weighted average prices set forth on Exhibit 99.2, which is attached hereto and incorporated herein by reference.    (d)  No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D.   (e)  Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Neither Yu Zhen nor, to Yu Zhen’s knowledge, any person named in Exhibit 99.1 is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, including the transfer or voting of any Issuer securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits

 

Exhibit No.		Description
24.1		Power of Attorney
99.1		List of directors and executive officers of Yu Zhen and information regarding persons controlling Yu Zhen.
99.2		Information regarding transactions in the Issuer’s Common Stock by Yu Zhen.

 

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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: June 11, 2012
YU ZHEN INDUSTRIAL LIMITED
By:	Wu Ping
	Chairman of the Board of Directors
By:	/s/ John A. Haveman
	John A. Haveman, Attorney-in-fact

 

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Exhibit 24.1

 

POWER OF ATTORNEY

 

I, Wu Ping, hereby authorize and designate each of John A. Haveman, David M. Vander Haar and Alyn Bedford, signing singly, as my true and lawful attorney-in-fact to:

 

(1)           execute for and on my behalf, in my capacity as chairman of the board of directors of and authorized signatory for Yu Zhen Industrial Limited (the “Company”), a Form ID to be filed by the Company, and any Schedule 13G or Schedule 13D to be filed by the Company in accordance with Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder;

 

(2)           execute for and on my behalf, in my capacity as chairman of and authorized signatory for the Company, any Forms 3, 4 and 5 to be filed by the Company in accordance with Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder; and any other forms or reports as may be necessary to file in connection with the Company’s ownership, acquisition, or disposition of securities of any company, including Form 144;

 

(3)           do and perform any and all acts for and on my behalf which may be necessary or desirable to complete and execute any such Form ID, Schedule 13G, Schedule 13D or any Forms 3, 4 or 5 under the Exchange Act and timely file any such form or schedule with the United States Securities and Exchange Commission, any stock exchange or similar authority, and the Financial Industry Regulatory Authority; and

 

(4)           take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be to the benefit, the best interest, or legally required of me or the Company, it being understood that the statements executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

I hereby further grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  I hereby acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming any of my or the Company’s responsibilities to comply with Sections 13 and 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the Company is no longer required to file a Schedule 13G, Schedule 13D and/or Forms 3, 4 or 5, unless earlier revoked by me in a signed writing delivered to the foregoing attorneys-in-fact.  Notwithstanding the foregoing, if any such attorney-in-fact hereafter ceases to be either a partner or employee of Faegre Baker Daniels LLP, this Power of Attorney shall be automatically revoked solely as to such individual, immediately upon such cessation, without any further action on my part.

 

I hereby revoke all previous Powers of Attorney that have been granted by me in connection with the Company’s reporting obligations under Sections 13 and 16 of the Exchange Act with respect to beneficial ownership of an equity security of a class.

 

IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as of this 6th day of June, 2012.

 

	/s/ Wu Ping
	Wu Ping
	Chairman of the Board of Directors

 

EXHIBIT 99.1

 

DIRECTORS AND EXECUTIVE OFFICERS OF YU ZHEN

AND

PERSONS CONTROLLING YU ZHEN

 

The name, business address, present principal employment and citizenship of each director and executive officer of Yu Zhen is set forth below.

 

Name		Business Address		Present Principal Employment		Citizenship
Wu Ping		No.2 East Fuxing Road, Shanghai, China		Chairman of the Board of Directors of Yu Zhen		China
Wu Zhongqing		269 Fangbangzhong Road, Shanghai, China		Director of Yu Zhen		China
Lv Songxian		269 Fangbangzhong Road, Shanghai, China		Director of Yu Zhen		China

 

Yu Zhen is a wholly owned subsidiary of Yuhai, a corporation organized under the laws of Hong Kong, China, with its principal business address at 269 Fangbangzhong Road, Shanghai, China.  Yuhai is principally engaged in import and export businesses, as well as industrial investment.

 

Yuhai is a wholly owned subsidiary of Yuyuan. Fosun Industrial, which may be deemed a controlling shareholder of Yuyuan, is a subsidiary of Fosun Hi-Tech. Fosun Hi-Tech is a subsidiary of Fosun International. Fosun International is a subsidiary of Fosun Holdings, which in turn is a subsidiary of Fosun International Holdings. Fosun International Holdings is controlled by Mr. Guo Guangchang.

 

Yuyuan is a corporation organized under the laws of P.R. China with its principal business address at 269 Fangbangzhong Road, Shanghai, China. Yuyuan is principally engaged in wholesale and retail sales of gold and silver jewelry, platinum jewelry and diamonds, sales of jewelry and jade, sales management (non-material) of arts and crafts, cigarettes and food, restaurant management (non-material), catering (except marinated products), department stores, hardware and electric materials, chemical raw materials (except those requiring special permits), metal materials, building decoration materials, furniture, featured commodity, conducting or acting as agent for importing and exporting various goods and technologies (excluding those conducted by state-designated firms or prohibited to import and export), processing with materials, processing according to sample and assembling parts supplied by investor or clients and conducting compensation trade, conducting entrepot trade or counter trade, consign shipment, internet information service (except internet information on news, publishing, education, medicine and health, drugs and medical devices and electronic announcement services), real estate development and management, production of gold and silver jewelry, platinum jewelry and diamonds (only for branch operation).

 

Fosun Industrial is a corporation organized under the laws of P.R. China with its principal business address at No.2 East Fuxing Road, Shanghai, China. Fosun Industrial is principally engaged in investment holding.

 

Fosun Hi-Tech is a corporation organized under the laws of P.R. China with its principal business address at No.2 East Fuxing Road, Shanghai, China. Fosun Hi-Tech is principally engaged in investment holding.

 

Fosun International is a corporation organized under the laws of Hong Kong, China with its principal business address at Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. Fosun International is principally engaged in businesses including pharmaceuticals, property development, steel, mining, investment in retail and financial services, and strategic investments.

 

Fosun Holdings is a corporation organized under the laws of Hong Kong, China with its principal business address at Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. Fosun Holdings is principally engaged in investment holding.

 

 

Fosun International Holdings is a corporation organized under the laws of British Virgin Islands with its principal business address at Akara Building, 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands. Fosun International Holdings is principally engaged in investment holding.

 

Mr. Guo Guangchang’s principal business address is No. 2 East Fuxing Road, Shanghai, China. He is a citizen of China. In addition to being the Executive Director and Chairman of the Board of Fosun International Limited, he is also the Deputy Chairman of the Board of Directors of Shanghai Friendship Fosun (Holding) Co., Ltd., a director of Nanjing Nangang Iron & Steel United Co., Ltd., Shanghai Fosun Pharmaceutical (Group) Co., Ltd., Shanghai Forte Land Co., Ltd. and Club Méditerranée SA.

 

EXHIBIT 99.2

 

TRANSACTIONS BY YU ZHEN IN THE ISSUER’S COMMON STOCK

 

DURING THE 60 DAYS PRECEDING MAY 31, 2012

AND THE PERIOD OF MAY 31, 2012 THROUGH JUNE 8, 2012

 

Trade Date (YYYY.MM.DD)		Type of Transaction		Number of Shares of Common Stock		Price Per Share (excluding commissions) (US$)
2012.04.02		buy		5,800		2.3766
2012.04.03		buy		3,851		2.3656
2012.04.04		buy		8,313		2.2374
2012.04.05		buy		2,600		2.3257
2012.04.09		buy		2,200		2.3186
2012.04.10		buy		10,160		2.2758
2012.04.11		buy		15,800		2.3528
2012.04.12		buy		17,858		2.3885
2012.04.13		buy		17,899		2.0730
2012.04.16		buy		38,000		1.8809
2012.04.17		buy		46,450		1.8955
2012.04.18		buy		63,564		1.8896
2012.04.19		buy		27,120		1.9423
2012.04.20		buy		53,413		1.9445
2012.04.23		buy		21,331		1.8908
2012.04.24		buy		40,833		1.9179
2012.04.25		buy		39,650		1.8835
2012.04.26		buy		29,170		1.9658
2012.04.27		buy		86,100		2.0333
2012.04.30		buy		30,917		1.9460
2012.05.23		buy		20,000		1.3733
2012.05.29		buy		15,501		1.3558
2012.05.30		buy		20,724		1.3901
2012.05.31		buy		36,079		1.4043
2012.06.01		buy		22,243		1.3882
2012.06.04		buy		100		1.4000
2012.06.05		buy		2300		1.4200
2012.06.06		buy		21,861		1.4491
2012.06.07		buy		7,900		1.4494
2012.06.08		buy		64,891		1.3553