Filing Details
- Accession Number:
- 0001213900-17-006898
- Form Type:
- 13D Filing
- Publication Date:
- 2017-06-28 16:13:09
- Filed By:
- Skypeople International Holdings Group Ltd
- Company:
- Future Fintech Group Inc. (NASDAQ:FTFT)
- Filing Date:
- 2017-06-28
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| SkyPeople International Holdings Group Limited | 0 | 2,337,155 | 0 | 2,337,155 | 2,337,155 | 45.2% |
| V.X. Fortune Capital Limited | 0 | 2,337,155 | 0 | 2,337,155 | 2,337,155 | 45.2% |
| Fancylight Limited | 0 | 2,337,155 | 0 | 2,337,155 | 2,337,155 | 45.2% |
| Yongke Xue | 0 | 2,337,155 | 0 | 2,337,155 | 2,337,155 | 45.2% |
| Golden Dawn International Limited | 0 | 1,488,570 | 0 | 1,488,570 | 1,488,570 | 28.8% |
| Everlasting Rich Limited | 0 | 183,385 | 0 | 183,385 | 183,385 | 3.5% |
| China Tianren Organic Food Holding Company Limited | 0 | 183,385 | 0 | 183,385 | 183,385 | 3.5% |
| Hongke Xue | 0 | 1,671,955 | 0 | 1,671,955 | 1,671,955 | 32.3% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
FUTURE FINTECH GROUP INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
36117V105
(CUSIP Number)
SkyPeople International Holdings Group Limited
16F, China Development Bank Tower,
No. 2, Gaoxin 1st Road
Xi’an, People’s Republic of China 710075
+86-29-88377216
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 27, 2017
(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 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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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. 36117V105
| 1. | Names of Reporting Persons.
SkyPeople International Holdings Group Limited |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
| 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) ☐
|
| 6. | Citizenship or Place of Organization
Cayman Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 |
| 8. | Shared Voting Power
2,337,1551 | |
| 9. | Sole Dispositive Power
0 | |
| 10. | Shared Dispositive Power
2,337,1551 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,337,155 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13. | Percent of Class Represented by Amount in Row (11)
45.2%2 |
| 14. | Type of Reporting Person (See Instructions)
CO |
| 1 | 665,200 of these shares are held directly by SkyPeople International Holdings Group Limited, and 1,671,955 shares are beneficially owned in its capacity as holder of 100.0% of the equity interest in each of Golden Dawn International Limited and Everlasting Rich Limited (which wholly owns China Tianren Organic Food Holding Company Limited). |
| 2 | Based on 5,173,187 shares of common stock issued and outstanding as reported in the Issuer’s registration statement on Form S-1 filed with the Securities and Exchange Commission on May 26, 2017. |
| 2 |
CUSIP No. 36117V105
| 1. | Names of Reporting Persons.
V.X. Fortune Capital Limited |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
| 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) ☐
|
| 6. | Citizenship or Place of Organization
British Virgin Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 |
| 8. | Shared Voting Power
2,337,1553 | |
| 9. | Sole Dispositive Power
0 | |
| 10. | Shared Dispositive Power
2,337,1553 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,337,155 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13. | Percent of Class Represented by Amount in Row (11)
45.2%4 |
| 14. | Type of Reporting Person (See Instructions)
CO |
| 3 | In its capacity as holder of 100.0% of the equity interest in SkyPeople International Holdings Group Limited. |
| 4 | Based on 5,173,187 shares of common stock issued and outstanding as reported in the Issuer’s registration statement on Form S-1 filed with the Securities and Exchange Commission on May 26, 2017. |
| 3 |
CUSIP No. 36117V105
| 1. | Names of Reporting Persons.
Fancylight Limited |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
| 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) ☐
|
| 6. | Citizenship or Place of Organization
British Virgin Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 |
| 8. | Shared Voting Power
2,337,1555 | |
| 9. | Sole Dispositive Power
0 | |
| 10. | Shared Dispositive Power
2,337,1555 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,337,155 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13. | Percent of Class Represented by Amount in Row (11)
45.2%6 |
| 14. | Type of Reporting Person (See Instructions)
CO |
| 5 | In its capacity as holder of 100.0% of the equity interest in V.X. Fortune Capital Limited, which in turn holds 100.0% of the equity interest in SkyPeople International Holdings Group Limited. |
| 6 | Based on 5,173,187 shares of common stock issued and outstanding as reported in the Issuer’s registration statement on Form S-1 filed with the Securities and Exchange Commission on May 26, 2017. |
| 4 |
CUSIP No. 36117V105
| 1. | Names of Reporting Persons.
Yongke Xue |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
| 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) ☐
|
| 6. | Citizenship or Place of Organization
People’s Republic of China |
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 |
| 8. | Shared Voting Power
2,337,1557 | |
| 9. | Sole Dispositive Power
0 | |
| 10. | Shared Dispositive Power
2,337,1557 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,337,155 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13. | Percent of Class Represented by Amount in Row (11)
45.2%8 |
| 14. | Type of Reporting Person (See Instructions)
IN |
| 7 | In his capacity as holder of 100.0% of the equity interest in Fancylight Limited, which in turn wholly-owns V.X. Fortune Capital Limited. Yongke Xue is the sole director of each of (i) SkyPeople International Holdings Group Limited, (ii) Fancylight Limited, (iii) V.X. Fortune Capital Limited, and (iv) Everlasting Rich Limited. |
| 8 | Based on 5,173,187 shares of common stock issued and outstanding as reported in the Issuer’s registration statement on Form S-1 filed with the Securities and Exchange Commission on May 26, 2017. |
| 5 |
CUSIP No. 36117V105
| 1. | Names of Reporting Persons.
Golden Dawn International Limited |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
| 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) ☐
|
| 6. | Citizenship or Place of Organization
British Virgin Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 |
| 8. | Shared Voting Power
1,488,570 | |
| 9. | Sole Dispositive Power
0 | |
| 10. | Shared Dispositive Power
1,488,570 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,488,570 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13. | Percent of Class Represented by Amount in Row (11)
28.8%9 |
| 14. | Type of Reporting Person (See Instructions)
CO |
| 9 | Based on 5,173,187 shares of common stock issued and outstanding as reported in the Issuer’s registration statement on Form S-1 filed with the Securities and Exchange Commission on May 26, 2017. |
| 6 |
CUSIP No. 36117V105
| 1. | Names of Reporting Persons.
Everlasting Rich Limited |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
| 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) ☐
|
| 6. | Citizenship or Place of Organization
British Virgin Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 |
| 8. | Shared Voting Power
183,38510 | |
| 9. | Sole Dispositive Power
0 | |
| 10. | Shared Dispositive Power
183,38510 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
183,385 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13. | Percent of Class Represented by Amount in Row (11)
3.5%11 |
| 14. | Type of Reporting Person (See Instructions)
CO |
| 10 | In its capacity as holder of 100.0% of the equity interest in China Tianren Organic Food Holding Company Limited. |
| 11 | Based on 5,173,187 shares of common stock issued and outstanding as reported in the Issuer’s registration statement on Form S-1 filed with the Securities and Exchange Commission on May 26, 2017. |
| 7 |
CUSIP No. 36117V105
| 1. | Names of Reporting Persons.
China Tianren Organic Food Holding Company Limited |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
| 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) ☐
|
| 6. | Citizenship or Place of Organization
British Virgin Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 |
| 8. | Shared Voting Power
183,385 | |
| 9. | Sole Dispositive Power
0 | |
| 10. | Shared Dispositive Power
183,385 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
183,385 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13. | Percent of Class Represented by Amount in Row (11)
3.5%12 |
| 14. | Type of Reporting Person (See Instructions)
CO |
| 12 | Based on 5,173,187 shares of common stock issued and outstanding as reported in the Issuer’s registration statement on Form S-1 filed with the Securities and Exchange Commission on May 26, 2017. |
| 8 |
CUSIP No. 36117V105
| 1. | Names of Reporting Persons.
Hongke Xue |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
| 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) ☐
|
| 6. | Citizenship or Place of Organization
People’s Republic of China |
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 |
| 8. | Shared Voting Power
1,671,95513 | |
| 9. | Sole Dispositive Power
0 | |
| 10. | Shared Dispositive Power
1,671,95513 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,671,955 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13. | Percent of Class Represented by Amount in Row (11)
32.3%14 |
| 14. | Type of Reporting Person (See Instructions)
IN |
| 13 | In his capacity as sole director of China Tianren Organic Food Holding Company Limited and Golden Dawn International Limited. |
| 14 | Based on 5,173,187 shares of common stock issued and outstanding as reported in the Issuer’s registration statement on Form S-1 filed with the Securities and Exchange Commission on May 26, 2017. |
| 9 |
Introductory Statement
This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the statement on Schedule 13D jointly filed on September 24, 2012 (the “Initial Statement”), as amended by Amendment No. 1 to Schedule 13D filed jointly on December 28, 2012 (“Amendment No. 1”) and Amendment No. 2 to Schedule 13D filed jointly on July 20, 2016 (“Amendment No. 2”), with respect to shares of common stock, par value $0.001 per share, of Future FinTech Group Inc. (the “Issuer”), a Florida corporation. All share numbers have been adjusted to reflect a 1-for-8 reverse stock split approved by the Issuer’s Board of Directors on February 29, 2016, which became effective on March 16, 2016. On June 6, 2017, the Issuer filed a Certificate of Amendment with the Secretary of State for the State of Florida to amend and restate its articles of incorporation to change its name from SkyPeople Fruit Juice, Inc. to Future FinTech Group Inc., effective immediately (the “Name Change”). Except as otherwise provided herein, each Item of the Initial Statement, as amended, remains unchanged.
This Amendment No. 3 is being filed by (i) SkyPeople International Holdings Group Limited, (ii) V.X. Fortune Capital Limited, (iii) Fancylight Limited, (iv) Yongke Xue, (v) Golden Dawn International Limited, (vi) Everlasting Rich Limited, (vii) China Tianren Organic Food Holding Company Limited and (viii) Hongke Xue (each a “Reporting Person” and, collectively, the “Reporting Persons”).
| Item 2. | Identity and Background |
Item 2 of the Initial Statement, as amended, is hereby amended and restated in its entirety as follows:
| (a) Name | (b) ● Residence address or business address or ● Principal office (if person in column (a) is an entity) | (c) ● Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted or ● Principal business (if person in column (a) is an entity) | (f) Citizenship or jurisdiction of incorporation, as applicable | |||
| SkyPeople International Holdings Group Limited | 16F, China Development Bank Tower No. 2, Gaoxin 1st Road Xi’an, People’s Republic of China 710075 | Investment holding | Cayman Islands | |||
| V.X. Fortune Capital Limited | c/o Yongke Xue 16F, China Development Bank Tower No. 2, Gaoxin 1st Road Xi’an, People’s Republic of China 710075 | Investment holding | British Virgin Islands | |||
| Fancylight Limited | c/o Yongke Xue 16F, China Development Bank Tower No. 2, Gaoxin 1st Road Xi’an, People’s Republic of China 710075 | Investment holding | British Virgin Islands | |||
| 10 |
| Yongke Xue | No.3, Xijuyuan Xiang, Lianhu District Xi’an, Shaanxi Province People’s Republic of China 710075 | Yongke Xue is a director of the Issuer.
Yongke Xue is also the sole director of each of (i) SkyPeople International Holdings Group Limited, (ii) V.X. Fortune Capital Limited, (iii) Fancylight Limited, and (iv) Everlasting Rich Limited. | People’s Republic of China | |||
| Golden Dawn International Limited | c/o Hongke Xue 16F, China Development Bank Tower No. 2, Gaoxin 1st Road Xi’an, People’s Republic of China 710075 | Investment holding | British Virgin Islands | |||
| Everlasting Rich Limited | c/o Yongke Xue 16F, China Development Bank Tower No. 2, Gaoxin 1st Road Xi’an, People’s Republic of China 710075 | Investment holding | British Virgin Islands | |||
| China Tianren Organic Food Holding Company Limited | c/o Hongke Xue 16F, China Development Bank Tower No. 2, Gaoxin 1st Road Xi’an, People’s Republic of China 710075 | Investment holding | British Virgin Islands | |||
| Hongke Xue | 16F, China Development Bank Tower No. 2, Gaoxin 1st Road Xi’an, People’s Republic of China 710075 | Hongke Xue is the Chief Executive Officer and Chairman of Board of Directors of the Issuer. Hongke Xue is also the sole director of China Tianren Organic Food Holding Company Limited and Gold Dawn International Limited. | People’s Republic of China |
(d) Each of the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
(e) Each of the Reporting Persons has not 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 during the last five years.
| Item 4. | Purpose of Transaction |
Item 4 of the Initial Statement, as amended, is hereby amended and supplemented as follows:
The information contained in Item 6 of this Amendment No. 3 is incorporated herein by reference.
| 11 |
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Initial Statement, as amended, is hereby amended and restated in its entirety as follows:
(a) All percentages of Common Stock beneficially owned as described in this Statement are based on 5,173,187 shares of issued and outstanding common stock as reported in the Issuer’s registration statement on Form S-1 filed with the Securities and Exchange Commission on May 26, 2017.
1. SkyPeople International Holdings Group Limited, directly and indirectly through its wholly-owned subsidiaries of Golden Dawn International Limited and Everlasting Rich Limited (which wholly owns China Tianren Organic Food Holding Company Limited) has beneficial ownership of an aggregate of 2,337,155 shares of Common Stock of the Issuer. SkyPeople International Holdings Group Limited’s beneficial ownership in the Common Stock represented approximately 45.2% of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial ownership of SkyPeople International Holdings Group Limited under Section 13(d) of the Act.
2. V.X. Fortune Capital Limited, through its 100.0% equity interest in SkyPeople International Holdings Group Limited, has beneficial ownership of an aggregate of 2,337,155 shares of Common Stock of the Issuer. V.X. Fortune Capital Limited’s beneficial ownership in the Common Stock represented approximately 45.2% of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial ownership of V.X. Fortune Capital Limited under Section 13(d) of the Act.
3. Fancylight Limited, who owns a 100.0% equity interest in V.X. Fortune Capital Limited, has beneficial ownership of an aggregate of 2,337,155 shares of Common Stock of the Issuer. Fancylight Limited’s beneficial ownership in the Common Stock represented approximately 45.2% of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial ownership of Fancylight Limited under Section 13(d) of the Act.
4. Yongke Xue, through his wholly-owned subsidiary of Fancylight Limited, which owns a 100.0% equity interest in V.X. Fortune Capital Limited, has beneficial ownership of an aggregate of 2,337,155 shares of Common Stock of the Issuer. Yongke Xue’s beneficial ownership in the Common Stock represented approximately 45.2% of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial ownership of Yongke Xue under Section 13(d) of the Act.
5. Golden Dawn International Limited has beneficial ownership of an aggregate of 1,488,570 shares of Common Stock of the Issuer. Golden Dawn International Limited’s beneficial ownership in the Common Stock represented approximately 28.8% of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial ownership of Golden Dawn International Limited under Section 13(d) of the Act.
6. Everlasting Rich Limited, through its wholly-owned subsidiary China Tianren Organic Food Holding Company Limited, has beneficial ownership of an aggregate of 183,385 shares of Common Stock of the Issuer. Everlasting Rich Limited’s beneficial ownership in the Common Stock represented approximately 3.5% of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial ownership of Everlasting Rich Limited under Section 13(d) of the Act.
7. China Tianren Organic Food Holding Company Limited has beneficial ownership of an aggregate of 183,385 shares of Common Stock of the Issuer. China Tianren Organic Food Holding Company Limited’s beneficial ownership in the Common Stock represented approximately 3.5% of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial ownership of China Tianren Organic Food Holding Company Limited under Section 13(d) of the Act.
8. Hongke Xue, as sole director of China Tianren Organic Food Holding Company Limited and Golden Dawn Internation Limited, has beneficial ownership of an aggregate of 1,671,955 shares of Common Stock of the Issuer. Hongke Xue’s beneficial ownership in the Common Stock represented approximately 32.3% of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial ownership of Hongke Xue under Section 13(d) of the Act.
The filing of this Statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by this Statement other than the securities actually owned by such person, if any.
(b)
1. SkyPeople International Holdings Group Limited may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 2,337,155 shares of Common Stock of the Issuer.
2. V.X. Fortune Capital Limited may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 2,337,155 shares of Common Stock of the Issuer.
| 12 |
3. Fancylight Limited may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 2,337,155 shares of Common Stock of the Issuer.
4. Yongke Xue may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 2,337,155 shares of Common Stock of the Issuer.
5. Golden Dawn International Limited may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 1,488,570 shares of Common Stock of the Issuer.
6. Everlasting Rich Limited may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 183,385 shares of Common Stock of the Issuer.
7. China Tianren Organic Food Holding Company Limited may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 183,385 shares of Common Stock of the Issuer.
8. Hongke Xue may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 1,671,955 shares of Common Stock of the Issuer.
(c) Other than as reported herein, each of the Reporting Persons has not effected any transactions in the Common Stock during the past 60 days or since the filing of Amendment No. 2 to the Initial Statement.
(d)
1. Other than as described in Item 6 herein, to the knowledge of SkyPeople International Holdings Group Limited, V.X. Fortune Capital Limited, Fancylight Limited and Yongke Xue, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 2,337,155 shares of Common Stock over which SkyPeople International Holdings Group Limited, V.X. Fortune Capital Limited, Fancylight Limited and Yongke Xue have beneficial ownership.
2. Other than as described in Item 6, to the knowledge of Golden Dawn International Limited and Hongke Xue, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 1,488,570 shares of Common Stock over which Golden Dawn International Limited and Hongke Xue have beneficial ownership.
3. Other than as described in Item 6, to the knowledge of Everlasting Rich Limited, China Tianren Organic Food Holding Company Limited and Hongke Xue, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 183,385 shares of Common Stock over which Everlasting Rich Limited, China Tianren Organic Food Holding Company Limited and Hongke Xue have beneficial ownership.
(e)
Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 of the Initial Statement, as amended, is hereby amended and supplemented as follows:
As previously reported, on July 10, 2016, the Issuer, Golden Dawn, SP International (together with Golden Dawn, the “Sellers”), Fortune Capital, Fancylight Limited (“Fancylight”), Yongke Xue (“Xue,” and collectively with Fortune Capital and Fancylight, the “Parent”), Future World Investment Holding Limited (the “Purchaser”) and Pei Lei (“Pei”), as the sole stockholder of the Purchaser, entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement, the Purchaser agreed to purchase an aggregate of 2,050,851 shares of the Issuer’s common stock (the “Seller Shares”) from the Sellers for an aggregate base purchase price of US$5,352,721. The consummation of the Agreement was contingent on the achievement of several closing conditions. Effective as of June 27, 2017, Mr. Yongke Xue, in his capacity as representative for the Parent and Sellers, terminated the Stock Purchase Agreement in accordance with section 4.1(b) of the Stock Purchase Agreement as the Closing had not taken place in the six months after the Effective Date of the Stock Purchase Agreement.
| 13 |
No Release Event has occurred as of the date of this filing, the Parent and Sellers have not executed the Voting Agreement or Irrevocable Proxy that were originally attached to the Stock Purchase Agreement.
The capitalized terms used in the foregoing description but not defined herein have the meanings ascribed to such terms in the Stock Purchase Agreement. The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified by reference to the full text of the Stock Purchase Agreement, see Exhibit 99.6 hereto.
| Item 7. | Material to Be Filed as Exhibits |
Item 7 of the Initial Statement, as amended, is hereby amended and supplemented as follows:
| † | Previously filed with the Initial Statement. |
| * | Previously filed with Amendment No. 1 to the Initial Statement. |
| ● | Previously filed with Amendment No. 2 to the Initial Statement. |
| 14 |
Signatures
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 28, 2017
| SkyPeople International Holding Group Limited | ||
| By: | /s/ Yongke Xue | |
| Name: | Yongke Xue | |
| Title: | Sole Director | |
| V.X. Fortune Capital Limited | ||
| By: | /s/ Yongke Xue | |
| Name: | Yongke Xue | |
| Title: | Sole Director | |
| Fancylight Limited | ||
| By: | /s/ Yongke Xue | |
| Name: | Yongke Xue | |
| Title: | Sole Director | |
| Yongke Xue | ||
| /s/ Yongke Xue | ||
| Golden Dawn International Limited | ||
| By: | /s/ Hongke Xue | |
| Name: | Hongke Xue | |
| Title: | Sole Director | |
| Everlasting Rich Limited | ||
| By: | /s/ Yongke Xue | |
| Name: | Yongke Xue | |
| Title: | Sole Director | |
| China Tianren Organic Food Holding Company Limited | ||
| By: | /s/ Hongke Xue | |
| Name: | Hongke Xue | |
| Title: | Sole Director | |
| Hongke Xue | ||
| /s/ Hongke Xue | ||
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