SC 13G 1 ss111367_sc13g.htm SCHEDULE 13G



SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13G
(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.____)*

 
 

China Xiniya Fashion Limited
(Name of Issuer)
 
 
  Ordinary Shares, par value US$0.00005 per share
(Title of Class of Securities)
 
 
G2162C106
(CUSIP Number)
 
 
December 31, 2010
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
o
Rule 13d-1(b)
 
o
Rule 13d-1(c)
 
x
Rule 13d-1(d)
 
 

*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).
 


 
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CUSIP No.  G2162C 106
13G
Page 2 of 8
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
      Qiming Xu
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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
 
133,884,000 Ordinary Shares
 
Qiming Investment Limited may also be deemed to have sole voting power with respect to the 133,884,000 Ordinary Shares.
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
133,884,000 Ordinary Shares
 
Qiming Investment Limited may also be deemed to have sole dispositive power with respect to the 133,884,000 Ordinary 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
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
57.7%
12
TYPE OF REPORTING PERSON
 
IN
 
 
 
2 of 8

 
 
CUSIP No.  G2162C 106
13G
Page 3 of 8
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
      Qiming Investment Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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 the 133,884,000 Ordinary 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 the 133,884,000 Ordinary 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
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
57.7%
12
TYPE OF REPORTING PERSON
 
CO
 
 
 
3 of 8

 
 
Item 1(a)
Name of Issuer.

China Xiniya Fashion Limited

Item 1(b)
Address of Issuer’s Principal Executive Offices.
 
Xiniya Industry Mansion, Xintang Development Area
Jinjiang City, Fujian Province 362200
People’s Republic of China
 
Item 2(a) 
Name of Person Filing.

 
(i)
Qiming Xu
 
(ii)
Qiming Investment Limited

Mr. Xu and Qiming Investment Limited are making this single, joint filing pursuant to Rule 13d-1(k) of the Act because each of them is reporting as to the beneficial ownership of the same securities and because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing or anything contained herein shall be deemed to be an admission by the reporting persons that a group exists.
 
Item 2(b)
Address of Principal Business Office, or, if none, Residence.
 
 
(i)
The address of the principal business office of Qiming Xu is Xiniya Industry Mansion, Xintang Development Area, Jinjiang City, Fujian Province 362200, People’s Republic of China.
 
(ii)
The address of the principal business office of Qiming Investment Limited is Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.
 
Item 2(c) 
Citizenship or Place of Organization.
 
 
(i)
Qiming Xu is a citizen of the People’s Republic of China.
 
(ii)
Qiming Investment Limited is a limited liability company incorporated in the British Virgin Islands.

Item 2(d)   
Title of Class of Securities.

Ordinary Shares, par value US$0.00005 per share

Item 2(e)  
CUSIP Number.

G2162C106

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.78c);
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
 
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(e)
o
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
o
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 (15 U.S.C. 80a-3);
 
(j)
o
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
(k)
o
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
 
Not applicable
 
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, 2010:

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
 
133,884,000
 
57.7%
 
133,884,000
 
 
133,884,000
 
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. Xu is the sole beneficial owner of Qiming Investment Limited. Pursuant to Rule 13d-3 under the Act, Mr. Xu may be deemed to be the beneficial owner of the Ordinary Shares owned by Qiming Investment Limited.

Mr. Xu and Qiming Investment Limited are making this single, joint filing pursuant to Rule 13d-1(k) of the Act because each of them is reporting as to the beneficial ownership of the same securities and because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the reporting persons that a group exists.
 
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.

Not applicable
 
 
5 of 8

 
 
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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6 of 8

 

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:  February 11, 2011
 
 
 
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 February 11, 2011, by and among Qiming Xu and Qiming Investment Limited
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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