-----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, IEgFA1ZqoiT1lvoKghwPbkmWNXGV9ISjVDJ9LgpYaOUmOMQiefxhHR302PeRxqQk RLrs86dNoCSlN7n4m8LOOQ== 0001019687-07-002015.txt : 20070706 0001019687-07-002015.hdr.sgml : 20070706 20070706121324 ACCESSION NUMBER: 0001019687-07-002015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070706 DATE AS OF CHANGE: 20070706 GROUP MEMBERS: REN INVESTMENT INTERNATIONAL LTD. GROUP MEMBERS: YI KANG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Comtech Group Inc CENTRAL INDEX KEY: 0000028367 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 520466460 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-19010 FILM NUMBER: 07966854 BUSINESS ADDRESS: STREET 1: RM. 10001, TOWER C, SKYWORTH BUILDING STREET 2: HIGH-TECH INDUSTRIAL PARK, NANSHAN CITY: SHENZHEN STATE: F4 ZIP: 5180 BUSINESS PHONE: 011.755.267.4327 MAIL ADDRESS: STREET 1: RM. 10001, TOWER C, SKYWORTH BUILDING STREET 2: HIGH-TECH INDUSTRIAL PARK, NANSHAN CITY: SHENZHEN STATE: F4 ZIP: 5180 FORMER COMPANY: FORMER CONFORMED NAME: TRIDENT ROWAN GROUP INC DATE OF NAME CHANGE: 19960920 FORMER COMPANY: FORMER CONFORMED NAME: DETOMASO INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ROWAN INDUSTRIES INC DATE OF NAME CHANGE: 19731118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ren Investment International Ltd. CENTRAL INDEX KEY: 0001297607 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: COMTECH GLOBAL INVESTMENT LTD., RM. 1001 STREET 2: TOWER C, SKYWORTH BUILDING CITY: NANSHAN STATE: F4 ZIP: SHENZHEN BUSINESS PHONE: 011-755-2647327 MAIL ADDRESS: STREET 1: COMTECH GLOBAL INVESTMENT LTD., RM. 1001 STREET 2: TOWER C, SKYWORTH BUILDING CITY: NANSHAN STATE: F4 ZIP: SHENZHEN SC 13D/A 1 comtech_sc13da5-042807.htm Comtech Group, Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
Comtech Group, Inc.
(Name of Issuer)
 
Common Stock, par value $.01 per share
(Title of Class of Securities)
 
89614K 10 6
(CUSIP Number)
 
Mitchell S. Nussbaum, Esq., Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
April 28, 2007
(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(b)(3) or (4), check the following box r.
 
Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.
 
(Continued on following pages)
(Page 1 of 5 Pages)
 
_______________________
 
*
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 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. 89614K 10 6
13D
Page 2 of 5 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Ren Investment International Ltd.
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)   o
(b)    o
 
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS*
 
OO
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
 
6         
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON WITH
 
7
 
SOLE VOTING POWER
 
2,290,028
 
8
 
SHARED VOTING POWER
 
N/A
 
9
 
SOLE DISPOSITIVE POWER
 
2,290,028
 
10
 
SHARED DISPOSITIVE POWER
 
N/A
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,290,028
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
o
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.09%
 
14
 
TYPE OF REPORTING PERSON*
 
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
  
CUSIP No. 89614K 10 6
13D
Page 3 of 5 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Yi Kang
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)   o
(b)    o
 
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS*
 
N/A
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
 
6         
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Peoples Republic of China
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON WITH
 
7
 
SOLE VOTING POWER
 
2,293,028
 
8
 
SHARED VOTING POWER
 
N/A
 
9
 
SOLE DISPOSITIVE POWER
 
2,293,028
 
10
 
SHARED DISPOSITIVE POWER
 
N/A
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,293,028
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
o
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.10%
 
14
 
TYPE OF REPORTING PERSON*
 
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 

CUSIP No. 89614K 10 6
13D
Page 4 of 5 Pages
 
 
This Amendment No. 5 (the “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D, originally filed with the Securities and Exchange Commission (the “Commission”) on August 2, 2004, as amended by Amendment No.1 (“Amendment No. 1”) filed with the Commission on December 23, 2005, Amendment No. 2 (“Amendment No. 2”) filed with the Commission on March 7, 2006, Amendment No. 3 (“Amendment No. 3”) filed with the Commission on February 16, 2007, and Amendment No.4 (“Amendment No.4”) filed with the Commission on May 16, 2007, by Ren Investment International Ltd., with respect to the shares of common stock, par value $0.01 per share, of Comtech Group, Inc., a Maryland corporation with its principal executive offices located at Room 1001, Tower C., Skyworth Building, High Tech Industrial Park, Nanshan, Shenzhen 518057 PRC (the “Issuer”). Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remained unchanged.
 
Item 5.  Interest in Securities of the Company.
 
(i)        The response to Item 5 is hereby amended by restating items (a) and (b) as follows:
 
(a)    Ren Investment is the beneficial owner of an aggregate of 2,290,028 shares of Common Stock, representing approximately 6.09% of the total issued and outstanding shares of Common Stock of the Company. Mr. Yi Kang in his capacity as sole director of Ren Investment is the beneficial owner of the 2,290,028 shares of Common Stock held by Ren Investment and 3,000 shares of Common Stock held personally by Mr. Kang, representing, in the aggregate, approximately 6.10% of the total issued and outstanding shares of Common Stock of the Company.
 
(b)    Ren Investment has the sole power to vote or to direct the vote, and sole power to dispose or direct the disposition of the 2,290,028 shares of Common Stock beneficially owned by it. Mr. Yi Kang has voting power and dispositive power over (i) the shares of Common Stock owned by Ren Investment in his capacity as the sole director of Ren Investment, and (ii) the 3,000 shares of Common Stock he beneficially owns in his individual capacity.
 
(ii)   The response to Item 5 is hereby further amended by inserting the following language at the end of paragraph (c) thereof:
 
(c)    Since the most recent filing of Schedule 13D, Ren Investment sold an aggregate of 379,500 shares of Common Stock in a broker transaction at $16.67 per share on April 28, 2007 and May 9, 2007. Mr. Kang sold 40,000 shares of Common Stock in a broker transaction at $17.65 per share on May 18, 2007. Other than the acquisition and disposition of the shares as reported in this Schedule 13D and such transactions, neither Ren Investment nor Mr. Yi Kang has effected any transactions in the Common Stock of the Company in the past 60 days.
 
 
CUSIP No. 89614K 10 6
13D
Page 5 of 5 Pages

 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
     
  Ren Investment International Ltd.
 
 		  
 		  
 
Dated: June 26, 2007 By:   /s/ Yi Kang
 
Name:  Yi Kang
 
Title:    Sole Director  
 
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