UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Amendment No. 1
Under the Securities Exchange Act of 1934
China Kanghui Holdings |
(Name of Issuer)
Ordinary Shares* American Depositary Shares |
(Title of Class of Securities)
16890V100 ** |
(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.
* | Not for trading, but only in connection with the registration of American Depositary Shares each representing six ordinary shares. |
** | This CUSIP number applies to the American Depositary Shares. |
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).
SCHEDULE 13G | ||||
CUSIP No. 16890V100 | Page 2 of 11 Pages |
1 |
NAMES OF REPORTING PERSONS
TDF CAPITAL CHINA II, LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
8,679,6061 | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
8,679,606 | |||||
8 | SHARED DISPOSITIVE POWER
0 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,679,606 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.18%2 | |||||
12 |
TYPE OF REPORTING PERSON
PN |
1 | Includes 1,446,601 American Depositary Shares (ADSs), representing 8,679,606 ordinary shares of China Kanghui Holdings (the Issuer). |
2 | Based on 140,401,842 outstanding ordinary shares as of December 31, 2011, and does not include 619,758 ordinary shares reserved for future option exercises. |
SCHEDULE 13G | ||||
CUSIP No. 16890V100 | Page 3 of 11 Pages |
1 |
NAMES OF REPORTING PERSONS
TDF CAPITAL ADVISORS, LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
356,0103 | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
356,010 | |||||
8 | SHARED DISPOSITIVE POWER
0 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
356,010 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.25%4 | |||||
12 |
TYPE OF REPORTING PERSON
PN |
3 | Includes 59,335 ADSs, representing 356,010 ordinary shares of the Issuer. |
4 | Based on 140,401,842 outstanding ordinary shares as of December 31, 2011, and does not include 619,758 ordinary shares reserved for future option exercises. |
SCHEDULE 13G | ||||
CUSIP No. 16890V100 | Page 4 of 11 Pages |
1 |
NAMES OF REPORTING PERSONS
TDF CAPITAL CHINA MANAGEMENT II, LP. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
9,035,6165 | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
9,035,616 | |||||
8 | SHARED DISPOSITIVE POWER
0 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,035,616 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.44%6 | |||||
12 |
TYPE OF REPORTING PERSON
PN |
5 | Includes (i) 1,446,601 ADSs representing 8,679,606 ordinary shares of the Issuer held by TDF Capital China II, LP and (ii) 59,335 ADSs representing 356,010 ordinary shares of the Issuer held by TDF Capital Advisors, LP. Each of TDF Capital China II, LP and TDF Capital Advisors, LP is controlled by its general partner TDF CAPITAL CHINA MANAGEMENT II, LP., which is in turn controlled by its general partner TDF Management II, LLC. Ms Tina Lin Chi Ju and Mr. Xiaolin Zhong jointly control the voting and investment power of shares held by each of TDF Capital China II, LP and TDF Capital Advisors, LP. |
6 | Based on 140,401,842 outstanding ordinary shares as of December 31, 2011, and does not include 619,758 ordinary shares reserved for future option exercises. |
SCHEDULE 13G | ||||
CUSIP No. 16890V100 | Page 5 of 11 Pages |
1 |
NAMES OF REPORTING PERSONS
TDF Management II, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
9,035,6167 | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
9,035,616 | |||||
8 | SHARED DISPOSITIVE POWER
0 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,035,616 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.44%8 | |||||
12 |
TYPE OF REPORTING PERSON
CO |
7 | Includes (i) 1,446,601 ADSs representing 8,679,606 ordinary shares of the Issuer held by TDF Capital China II, LP and (ii) 59,335 ADSs representing 356,010 ordinary shares held by TDF Capital Advisors, LP. Each of TDF Capital China II, LP and TDF Capital Advisors, LP is controlled by its general partner TDF CAPITAL CHINA MANAGEMENT II, LP., which is in turn controlled by its general partner TDF Management II, LLC. Ms Tina Lin Chi Ju and Mr. Xiaolin Zhong jointly control the voting and investment power of ordinary shares held by each of TDF Capital China II, LP and TDF Capital Advisors, LP. |
8 | Based on 140,401,842 outstanding ordinary shares as of December 31, 2011, and does not include 619,758 ordinary shares reserved for future option exercises. |
SCHEDULE 13G | ||||
CUSIP No. 16890V100 | Page 6 of 11 Pages |
1 |
NAMES OF REPORTING PERSONS
TINA LIN CHI JU | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
9,035,6169 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
9,035,616 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,035,616 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.44%10 | |||||
12 |
TYPE OF REPORTING PERSON
IN |
9 | Includes (i) 1,446,601 ADSs representing 8,679,606 ordinary shares of the Issuer held by TDF Capital China II, LP and (ii) 59,335 ADSs representing 356,010 ordinary shares of the Issuer held by TDF Capital Advisors, LP. Each of TDF Capital China II, LP and TDF Capital Advisors, LP is controlled by its general partner TDF CAPITAL CHINA MANAGEMENT II, LP., which is in turn controlled by its general partner TDF Management II, LLC. Ms Tina Lin Chi Ju and Mr. Xiaolin Zhong jointly control the voting and investment power of ordinary shares held by each of TDF Capital China II, LP and TDF Capital Advisors, LP. |
10 | Based on 140,401,842 outstanding ordinary shares as of December 31, 2011, and does not include 619,758 ordinary shares reserved for future option exercises. |
SCHEDULE 13G | ||||
CUSIP No. 16890V100 | Page 7 of 11 Pages |
1 |
NAMES OF REPORTING PERSONS
XIAOLIN ZHONG | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong S.A.R. | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
9,035,61611 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
9,035,616 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,035,616 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.44%12 | |||||
12 |
TYPE OF REPORTING PERSON
IN |
11 | Includes (i) 1,446,601 ADSs representing 8,679,606 ordinary shares of the Issuer held by TDF Capital China II, LP and (ii) 59,335 ADSs representing 356,010 ordinary shares of the Issuer held by TDF Capital Advisors, LP., each of TDF Capital China II, LP and TDF Capital Advisors, LP is controlled by its general partner TDF CAPITAL CHINA MANAGEMENT II, LP., which is in turn controlled by its general partner TDF Management II, LLC. Ms Tina Lin Chi Ju and Mr. Xiaolin Zhong jointly control the voting and investment power of ordinary shares held by each of TDF Capital China II, LP and TDF Capital Advisors, LP. |
12 | Based on 140,401,842 outstanding ordinary shares as of December 31, 2011, and does not include 619,758 ordinary shares reserved for future option exercises. |
SCHEDULE 13G | ||||
CUSIP No. 16890V100 | Page 8 of 11 Pages |
Item 1 | (a) |
Name of Issuer: | ||||||||||
China Kanghui Holdings | ||||||||||||
Item 1 | (b) |
Address of Issuers Principal Executive Offices: | ||||||||||
No.1-8 Tianshan Road, Xinbei District, Changzhou Jiangsu Province 213022, Peoples Republic of China |
||||||||||||
Item 2 | (a) |
Name of Person Filing: | ||||||||||
TDF CAPITAL CHINA II, LP AND TDF CAPITAL ADVISORS, LP, each of which is controlled by its general partner TDF CAPITAL CHINA MANAGEMENT II, LP., which is in turn controlled by its general partner TDF Management II, LLC. Ms Tina Lin Chi Ju and Mr. Xiaolin Zhong jointly control the voting and investment power of ordinary shares held by each of TDF Capital China II, LP and TDF Capital Advisors, LP. | ||||||||||||
Item 2 | (b) |
Address of Principal Business Office or, If None, Residence | ||||||||||
TDF Capital China II, LP TDF Capital Advisors, LP TDF Capital China Management II, LP TDF Management II, LLC Tina Lin Chi Ju Xiaolin Zhong
UNIT 2101, BEA FINANCE TOWER 66 HUA YUAN SHI QIAO ROAD, PUDONG, SHANGHAI 200120, PRC |
||||||||||||
Item 2 | (c) |
Citizenship | ||||||||||
TDF Capital China II, LP Cayman Islands TDF Capital Advisors, LP Cayman Islands TDF Capital China Management II, LP Cayman Islands TDF Management II, LLC Cayman Islands Tina Lin Chi Ju United States Xiaolin Zhong Hong Kong S.A.R. |
||||||||||||
Item 2 | (d) |
Title of Class of Securities: | ||||||||||
Ordinary shares, par value $0.001 per share
American Depository Shares, each representing six ordinary shares |
||||||||||||
Item 2 | (e) |
CUSIP Number: | ||||||||||
16890V100 | ||||||||||||
Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): | |||||||||||
Not applicable. |
SCHEDULE 13G | ||||
CUSIP No. 16890V100 | Page 9 of 11 Pages |
Item 4. | Ownership | |||||||||
(a) | Amount Beneficially Owned: |
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: | ||||||||
TDF CAPITAL CHINA II, LP |
8,679,606 ordinary shares |
6.18 | % | 8,679,606 ordinary shares |
0 | 8,679,606 ordinary shares |
0 | |||||||
TDF CAPITAL ADVISORS, LP |
356,010 ordinary shares |
0.25 | % | 356,010 ordinary shares |
0 |
356,010 ordinary shares |
0 | |||||||
TDF Capital China Management II, LP |
9,035,616 ordinary shares |
6.44 | % | 9,035,616 ordinary shares |
0 | 9,035,616 ordinary shares |
0 | |||||||
TDF Management II, LLC |
9,035,616 ordinary shares |
6.44 | % | 9,035,616 ordinary shares |
0 | 9,035,616 ordinary shares |
0 | |||||||
Tina Lin Chi Ju |
9,035,616 ordinary shares |
6.44 | % | 0 | 9,035,616 ordinary shares |
0 | 9,035,616 ordinary shares | |||||||
Xiaolin Zhong |
9,035,616 ordinary shares |
6.44 | % | 0 | 9,035,616 ordinary shares |
0 | 9,035,616 ordinary shares | |||||||
The percentages of ownership set forth above are based on 140,401,842 outstanding ordinary shares as of December 31, 2011, and does not include 619,758 ordinary shares reserved for future option exercises.
TDF CAPITAL CHINA II, LP is the record holder of 1,446,601 ADSs representing 8,679,606 ordinary shares of the Issuer. TDF CAPITAL CHINA II, LP is controlled by its general partner TDF Capital China Management II, LP, which is in turn controlled by its general partner TDF Management II, LLC. Ms Tina Lin Chi Ju and Mr. Xiaolin Zhong jointly control the voting and investment power of ordinary shares held by each of TDF Capital China II, LP and TDF Capital Advisors, LP.
TDF CAPITAL ADVISORS, LP is the record holder of 59,335 ADSs represented by 356,010 ordinary shares of the Issuer. TDF CAPITAL ADVISORS, LP is controlled by its general partner TDF Capital China Management II, LP, which is in turn controlled by its general partner TDF Management II, LLC. Ms Tina Lin Chi Ju and Mr. Xiaolin Zhong jointly control the voting and investment power of ordinary shares held by each of TDF Capital China II, LP and TDF Capital Advisors, LP. |
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 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. |
SCHEDULE 13G | ||||
CUSIP No. 16890V100 | Page 10 of 11 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: January 20, 2012
TDF CAPITAL CHINA II, LP | TDF CAPITAL ADVISORS, LP | |||||||
By: | /s/ TINA LIN CHI JU |
By: | /s/ TINA LIN CHI JU | |||||
Name: | TINA LIN CHI JU | Name: | TINA LIN CHI JU | |||||
Title: | AUTHORIZED SIGNATORY | Title: | AUTHORIZED SIGNATORY | |||||
TDF CAPITAL CHINA MANAGEMENT II, LP | TDF MANAGEMENT II, LLC | |||||||
By: | /s/ TINA LIN CHI JU |
By: | /s/ TINA LIN CHI JU | |||||
Name: | TINA LIN CHI JU | Name: | TINA LIN CHI JU | |||||
Title: | AUTHORIZED SIGNATORY | Title: | AUTHORIZED SIGNATORY | |||||
By: | /s/ TINA LIN CHI JU |
By: | /s/ XIAOLIN ZHONG | |||||
Name: | TINA LIN CHI JU | Name: | XIAOLIN ZHONG |
SCHEDULE 13G | ||||
CUSIP No. 16890V100 | Page 11 of 11 Pages |
LIST OF EXHIBITS
Exhibit |
Description | |
A | Joint Filing Agreement |
EXHIBIT A
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 US$0.001, of China Kanghui Holdings, a Cayman Islands 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.
Dated: January 20, 2012
TDF CAPITAL CHINA II, LP | TDF CAPITAL ADVISORS, LP | |||||||
By: | /s/ TINA LIN CHI JU |
By: | /s/ TINA LIN CHI JU | |||||
Name: | TINA LIN CHI JU | Name: | TINA LIN CHI JU | |||||
Title: | AUTHORIZED SIGNATORY | Title: | AUTHORIZED SIGNATORY | |||||
TDF CAPITAL CHINA MANAGEMENT II, LP | TDF MANAGEMENT II, LLC | |||||||
By: | /s/ TINA LIN CHI JU |
By: | /s/ TINA LIN CHI JU | |||||
Name: | TINA LIN CHI JU | Name: | TINA LIN CHI JU | |||||
Title: | AUTHORIZED SIGNATORY | Title: | AUTHORIZED SIGNATORY | |||||
By: | /s/ TINA LIN CHI JU |
By: | /s/ XIAOLIN ZHONG | |||||
Name: | TINA LIN CHI JU | Name: | XIAOLIN ZHONG |