UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Kingsford Resources Limited
High Rank Investments Limited
c/o Yinan Hu
22/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
People’s Republic of China
(86)(20) 6122 2777
Qiuping Lai
22/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong
510110
People’s Republic of China
(86)(20) 6122 2777
With a copy to:
Scott Clemens
Baker & McKenzie LLP
Suite 3401, China World Tower 2
China World Trade Center
1 Jianguomenwai Avenue
Beijing 100004
People’s Republic of China
(86)(10) 6535 3971
Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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).
CUSIP No. | G2352K 108 |
1 | NAMES OF REPORTING PERSONS Yinan Hu | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
People’s Republic of China | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 3,240,000 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 219,441,4301 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 3,240,000 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
219,441,430 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
222,681,430 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
22.2% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
2
CUSIP No. | G2352K 108 |
1 | NAMES OF REPORTING PERSONS Kingsford Resources Limited | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK 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 | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 219,441,4302 High Rank Investments Limited may also be deemed to have power with respect to the above shares (see Item 5) | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 219,441,4302 High Rank Investments Limited may also be deemed to have power with respect to the above shares (see Item 5) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
219,441,430 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
21.9% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
3
CUSIP No. | G2352K 108 |
1 | NAMES OF REPORTING PERSONS High Rank Investments Limited | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK 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 | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 219,441,4303 Kingsford Resources Limited may also be deemed to have power with respect to the above shares (see Item 5) | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 219,441,4303 Kingsford Resources Limited may also be deemed to have power with respect to the above shares (see Item 5) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
219,441,430 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
21.9% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
4
CUSIP No. | G2352K 108 |
1 | NAMES OF REPORTING PERSONS Qiuping Lai | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
People’s Republic of China | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 2,400,000 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 219,441,4304 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 2,400,000 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
219,441,430 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
221,841,430 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
22.1% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
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6
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Amount | Sole | Shared | ||||||||||||||||||||||
Beneficially | Percentage of | Sole Voting | Shared | Dispositive | Dispositive | |||||||||||||||||||
Name | Owned (1) | Class (2) | Power | Voting Power | Power | Power | ||||||||||||||||||
Yinan Hu (3) | 222,681,430 | 22.1 | % | 3,240,000 | 219,441,430 | 3,240,000 | 219,441,430 | |||||||||||||||||
Kingsford Resources Limited (4) | 219,441,430 | 21.9 | % | 219,441,430 | — | 219,441,430 | — | |||||||||||||||||
High Rank Investments Limited (5) | 219,441,430 | 21.9 | % | 219,441,430 | — | 219,441,430 | — | |||||||||||||||||
Qiuping Lai (6) | 221,841,430 | 22.1 | % | 2,400,000 | 219,441,430 | 2,400,000 | 219,441,430 |
(1) | Beneficial ownership is determined in accordance with Rule 13d-3 of the General Rules and Regulations under the Exchange Act and includes voting or investment power with respect to the securities. | |
(2) | Percentage of beneficial ownership of each listed person is based on 1,001,882,206 Ordinary Shares outstanding as of April 8, 2011 (as provided by the Issuer), as well as the Ordinary Shares underlying share options exercisable by such person within 60 days of the date of this Schedule 13D. | |
(3) | Includes 170,226,375 ordinary shares and 9,258,840 ordinary shares in the form of ADSs of the Issuer beneficially owned through Mr. Hu’s holdings in Kingsford Resources, and 3,240,000 ordinary shares issuable upon exercise of options within 60 days after May 16, 2011 held directly by Mr. Hu. Mr. Hu holds approximately 87.6% of the total outstanding shares of High Rank Investments, which holds approximately 93.3% of the total outstanding shares of Kingsford Resources. Kingsford Resources holds 208,121,430 ordinary shares and 11,320,000 ordinary shares in the form of ADSs of the Issuer. Also includes 2,439,473 ordinary shares and 132,680 ordinary shares in the form of ADSs of the Issuer beneficially owned by Ms. Hui Li, Mr. Hu’s spouse, through Ms. Li’s holdings in Kingsford Resources. Ms. Li holds approximately 17.6% of the total outstanding shares of Better Rise Investments Limited (“Better Rise Investments”), a company incorporated in the British Virgin Islands which holds approximately 6.7% of Kingsford Resources. | |
(4) | Includes 208,121,430 ordinary shares and 11,320,000 ordinary shares in the form of ADSs of the Issuer. Approximately 93.3% of the total outstanding shares of Kingsford Resources are held by High Rank Investments, which is 87.6% owned by Mr. Hu and 12.4% owned by Mr. Qiuping Lai, president of the Issuer. The remaining 6.7% of the total outstanding shares of Kingsford Resources are held by Better Rise Investments, which is owned by two of the Issuer’s executive officers, one former executive officer and Mr. Hu’s spouse. Peng Ge, chief financial officer of the Issuer and a director of Kingsford Resources, holds approximately 50.0% of the total outstanding shares of Better Rise Investments, which holds approximately 6.7% of the total outstanding shares of Kingsford Resources. Therefore, Mr. Ge may be deemed to beneficially own, through his holdings in Better Rise Investments and Kingsford Resources, approximately 6,969,045 ordinary shares and 376,880 ordinary shares in the form of ADSs of the Issuer, in addition to 2,370,000 ordinary shares issuable upon exercise of options within 60 days after May 16, 2011 held directly by Mr. Ge. The registered address of Kingsford Resources is Beaufort House, P.O. Box 438, Road Town, Tortola, British Virgin Islands. | |
(5) | High Rank Investments owns approximately 93.3% of the total outstanding shares of Kingsford Resources. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, High Rank Investments may be deemed to beneficially own all of the ordinary shares of the Issuer held by Kingsford Resources. | |
(6) | Includes 24,044,465 ordinary shares and 1,307,820 ordinary shares in the form of ADSs of the Issuer beneficially owned through Mr. Lai’s holdings in Kingsford Resources, and 2,400,000 ordinary shares issuable upon exercise of options within 60 days after May 16, 2011 held directly by Mr. Lai. Mr. Lai holds approximately 12.4% of the total outstanding shares of High Rank Investments, which holds approximately 93.3% of the total outstanding shares of Kingsford Resources. Kingsford Resources holds 208,121,430 ordinary shares and 11,320,000 ordinary shares in the form of ADSs of the Issuer. |
8
Exhibit 99.1: | Joint Filing Agreement dated May 16, 2011, by and among the Reporting Persons | |
Exhibit 99.2: | List of directors and executive officers of (i) Kingsford Resources, persons controlling Kingsford Resources and executive officers and directors of other persons in control of Kingsford Resources and (ii) High Rank Investments, persons controlling High Rank Investments and executive officers and directors of other persons in control of High Rank Investments | |
Exhibit 99.3: | Proposal to Issuer dated May 14, 2011 | |
Exhibit 99.4: | Consortium Agreement dated May 14, 2011, by and among Yinan Hu, Kingsford Resources, the Existing Investor and TPG Asia V MU, Inc. |
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YINAN HU | ||||
By: | /s/ Yinan Hu | |||
Name: | Yinan Hu | |||
KINGSFORD RESOURCES LIMITED | ||||
By: | /s/ Yinan Hu | |||
Name: | Yinan Hu | |||
Title: | Director | |||
HIGH RANK INVESTMENTS LIMITED | ||||
By: | /s/ Qiuping Lai | |||
Name: | Qiuping Lai | |||
Title: | Director | |||
QIUPING LAI | ||||
By: | /s/ Qiuping Lai | |||
Name: | Qiuping Lai | |||
10