0000909518-13-000160.txt : 20130606 0000909518-13-000160.hdr.sgml : 20130606 20130606122339 ACCESSION NUMBER: 0000909518-13-000160 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130606 DATE AS OF CHANGE: 20130606 GROUP MEMBERS: ABAX ARHAT FUND GROUP MEMBERS: ABAX CLAREMONT LTD. GROUP MEMBERS: ABAX GLOBAL CAPITAL GROUP MEMBERS: ABAX GLOBAL CAPITAL (HONG KONG) LTD GROUP MEMBERS: ABAX GLOBAL OPPORTUNITIES FUND GROUP MEMBERS: ABAX LOTUS LTD. GROUP MEMBERS: ABAX NAI XIN A LTD. GROUP MEMBERS: ABAX UPLAND FUND LLC GROUP MEMBERS: XIANG DONG YANG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Natural Gas, Inc. CENTRAL INDEX KEY: 0001120830 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 980231607 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61883 FILM NUMBER: 13896528 BUSINESS ADDRESS: STREET 1: 19TH FLOOR, BUILDING B, VAN METROPOLIS STREET 2: 35 TANG YAN RD., HI-TECH ZONE CITY: XIAN, SHAANXI PROVINCE STATE: F4 ZIP: 00000 BUSINESS PHONE: 86-29-88323325 MAIL ADDRESS: STREET 1: 19TH FLOOR, BUILDING B, VAN METROPOLIS STREET 2: 35 TANG YAN RD., HI-TECH ZONE CITY: XIAN, SHAANXI PROVINCE STATE: F4 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: COVENTURE INTERNATIONAL INC DATE OF NAME CHANGE: 20020528 FORMER COMPANY: FORMER CONFORMED NAME: LIQUIDPURE CORP DATE OF NAME CHANGE: 20000801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Abax Lotus Ltd. CENTRAL INDEX KEY: 0001424691 IRS NUMBER: 980543044 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: WALKER HOUSE STREET 2: 87 MARY STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9002 BUSINESS PHONE: 852 3602-1809 MAIL ADDRESS: STREET 1: C/O ABAX GLOBAL CAPITAL (HONG KONG) LTD. STREET 2: S.6708,67/F,2 INT'L.FIN.CTR,8 FINANCE ST CITY: CENTRAL STATE: K3 ZIP: 00000 SC 13D/A 1 mm06-0613cng_sc13da1.htm AMENDMENT NO.1 mm06-0613cng_sc13da1.htm
 
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)

 
China Natural Gas, Inc.
(Name of Company)
 
Common Stock, $0.0001 par value
(Title of class of securities)
 
168910107
(CUSIP number)
 
Richard Yee
Abax Global Capital (Hong Kong) Limited
Suite 6708, 67/F Two International Finance Centre
8 Finance Street
Central, Hong Kong SAR
+852 3602 1800
(Name, address and telephone number of person authorized to receive notices and communications)
 
February 8, 2013
(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(e), 13d-1(f) or 13d-1(g), check the following box [ ].

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.
 

 



 
 
 
 

 
 
 
CUSIP No. 168910107
13D
Page 2
 

 
1.
 
NAME OF REPORTING PERSON:
 
 
Abax Lotus Ltd.
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a)  [   ]
(b)  [X]
 
3.
 
SEC USE ONLY
 
 
4.
 
SOURCE OF FUNDS:
 
 
WC
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [  ]
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
 
Cayman Islands, British West Indies
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7.
 
SOLE VOTING POWER:
 
 
 0
 
 
8.
 
SHARED VOTING POWER:
 
 
310,734
 
9.
 
SOLE DISPOSITIVE POWER:
 
 
0
 
10.
 
SHARED DISPOSITIVE POWER:
 
 
310,734
 
11.
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
 310,734
 
 
12.
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
 
[__]
 
13.
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
1.4%
 
 
14.
 
 
TYPE OF REPORTING PERSON:
 
CO
 



 
 
 
 

 
 
 
CUSIP No. 168910107
13D
Page 3
 

 
1.
 
NAME OF REPORTING PERSON:
 
 
Abax Nai Xin A Ltd.
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a)  [   ]
(b)  [X]
 
3.
 
SEC USE ONLY
 
 
4.
 
SOURCE OF FUNDS:
 
 
WC
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [  ]
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
 
Cayman Islands, British West Indies
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7.
 
SOLE VOTING POWER:
 
 
 0
 
 
8.
 
SHARED VOTING POWER:
 
 
1,104,266
 
9.
 
SOLE DISPOSITIVE POWER:
 
 
0
 
10.
 
SHARED DISPOSITIVE POWER:
 
 
1,104,266
 
11.
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
1,104,266
 
 
12.
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
 
[__]
 
13.
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
4.8%
 
 
14.
 
 
TYPE OF REPORTING PERSON:
 
CO
 

 

 
 
 
 

 
 
 
CUSIP No. 168910107
13D
Page 4
 

 1. 
 
 
 
NAME OF REPORTING PERSON:
 
Abax Global Opportunities Fund
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a)  [   ]
(b)  [X]
 
3.
 
SEC USE ONLY
 
 
4.
 
SOURCE OF FUNDS:
 
 
AF
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [  ]
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
 
Cayman Islands, British West Indies
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7.
 
SOLE VOTING POWER:
 
 
 0
 
 
8.
 
SHARED VOTING POWER:
 
 
 1,415,000
 
9.
 
SOLE DISPOSITIVE POWER:
 
 
0
 
10.
 
SHARED DISPOSITIVE POWER:
 
 
1,415,000
 
11.
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
  1,415,000
 
 
12.
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
 
[__]
 
13.
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
6.2%
 
 
14.
 
 
TYPE OF REPORTING PERSON:
 
CO
 

 

 
 
 
 
 

 
 
 
CUSIP No. 168910107
13D
Page 5
 

 
1.  
 
 
NAME OF REPORTING PERSON:
 
Abax Arhat Fund
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a)  [   ]
(b)  [X]
 
3.
 
SEC USE ONLY
 
 
4.
 
SOURCE OF FUNDS:
 
 
AF
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [  ]
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
 
Cayman Islands, British West Indies
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7.
 
SOLE VOTING POWER:
 
 
 0
 
 
8.
 
SHARED VOTING POWER:
 
 
1,415,000
 
9.
 
SOLE DISPOSITIVE POWER:
 
 
0
 
10.
 
SHARED DISPOSITIVE POWER:
 
 
1,415,000
 
11.
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
  1,415,000
 
 
12.
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
 
[__]
 
13.
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
6.2%
 
 
14.
 
 
TYPE OF REPORTING PERSON:
 
OO
 

 

 
 
 
 
 

 
 
 
CUSIP No. 168910107
13D
Page 6
 

 
1.
 
 
NAME OF REPORTING PERSON:
 
Abax Upland Fund LLC
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a)  [   ]
(b)  [X]
 
3.
 
SEC USE ONLY
 
 
4.
 
SOURCE OF FUNDS:
 
 
AF
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [  ]
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7.
 
SOLE VOTING POWER:
 
 
 0
 
 
8.
 
SHARED VOTING POWER:
 
 
  1,415,000
 
9.
 
SOLE DISPOSITIVE POWER:
 
 
0
 
10.
 
 
SHARED DISPOSITIVE POWER:
 
1,415,000
 
11.
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
1,415,000
 
 
12.
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
 
[__]
 
13.
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
6.2%
 
 
14.
 
 
TYPE OF REPORTING PERSON:
 
OO
 

 

 
 
 
 

 
 
 
CUSIP No. 168910107
13D
Page 7
 

 
1.
 
 
NAME OF REPORTING PERSON:
 
Abax Claremont Ltd.
 
2.  
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a)  [   ]
(b)  [X]
 
3.
 
SEC USE ONLY
 
 
4.
 
SOURCE OF FUNDS:
 
 
AF
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [  ]
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
 
Cayman Islands, British West Indies
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7.
 
SOLE VOTING POWER:
 
 
 0
 
 
8.
 
SHARED VOTING POWER:
 
 
  1,415,000
 
9.
 
SOLE DISPOSITIVE POWER:
 
 
0
 
10.
 
SHARED DISPOSITIVE POWER:
 
 
1,415,000
 
11.
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
1,415,000
 
 
12.
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
 
[__]
 
13.
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
6.2%
 
 
14.
 
 
TYPE OF REPORTING PERSON:
 
CO
 


 
 
 
 

 
 
 
CUSIP No. 168910107
13D
Page 8
 

 
1. 
 
 
NAME OF REPORTING PERSON:
 
Abax Global Capital
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a)  [   ]
(b)  [X]
 
3.
 
SEC USE ONLY
 
 
4.
 
SOURCE OF FUNDS:
 
 
AF
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [  ]
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
 
Cayman Islands, British West Indies
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7.
 
SOLE VOTING POWER:
 
 
 0
 
 
8.
 
SHARED VOTING POWER:
 
 
1,415,000
 
9.
 
SOLE DISPOSITIVE POWER:
 
 
0
 
10.
 
SHARED DISPOSITIVE POWER:
 
 
1,415,000
 
11.
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
1,415,000
 
 
12.
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
 
[__]
 
13.
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
6.2%
 
 
14.
 
 
TYPE OF REPORTING PERSON:
 
CO
 

 
 

 
 
 

 
 
 
CUSIP No. 168910107
13D
Page 9
 
 
1.  
 
 
NAME OF REPORTING PERSON:
 
Abax Global Capital (Hong Kong) Limited
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a)  [   ]
(b)  [X]
 
3.
 
SEC USE ONLY
 
 
4.
 
SOURCE OF FUNDS:
 
 
AF
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [  ]
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
 
Hong Kong
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7.
 
SOLE VOTING POWER:
 
 
 0
 
 
8.
 
SHARED VOTING POWER:
 
 
1,415,000
 
9.
 
SOLE DISPOSITIVE POWER:
 
 
0
 
10.
 
SHARED DISPOSITIVE POWER:
 
 
1,415,000
 
11.
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
1,415,000
 
 
12.
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
 
[__]
 
13.
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
6.2%
 
 
14.
 
 
TYPE OF REPORTING PERSON:
 
CO
 


 
 
 
 

 
 
 
CUSIP No. 168910107
13D
Page 10
 

 
1. 
 
 
NAME OF REPORTING PERSON:
 
Xiang Dong Yang
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a)  [   ]
(b)  [X]
 
3.
 
SEC USE ONLY
 
 
4.
 
SOURCE OF FUNDS:
 
 
OO
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [  ]
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
 
Hong Kong
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7.
 
SOLE VOTING POWER:
 
 
 5,000
 
 
8.
 
SHARED VOTING POWER:
 
 
1,415,000
 
9.
 
SOLE DISPOSITIVE POWER:
 
 
5,000
 
10.
 
SHARED DISPOSITIVE POWER:
 
 
1,415,000
 
11.
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
1,420,000
 
 
12.
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
 
[__]
 
13.
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
6.2%
 
 
14.
 
 
TYPE OF REPORTING PERSON:
 
IN
 


 
 

 

This Amendment No. 1 (this “Amendment”) is filed jointly by Abax Lotus Ltd., Abax Nai Xin A Ltd., Abax Global Opportunities Fund, Abax Arhat Fund, Abax Upland Fund LLC, Abax Claremont Ltd., Abax Global Capital, Abax Global Capital (Hong Kong) Limited and Xiang Dong Yang to amend and supplement the Schedule 13D relating to the common stock, par value $0.0001 per share (“Common Stock”), of China Natural Gas, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on February 6, 2008 (the “Schedule 13D”). Except as specifically amended by this Amendment, the Schedule 13D remains in full force and effect. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
 
ITEM 2.  IDENTITY AND BACKGROUND.
 
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
This Statement on Schedule 13D is being filed by and on behalf of:
 
i.  
Abax Lotus Ltd., a Cayman Island domiciled exempted company (the “Investor ”);
 
ii.  
Abax Nai Xin A Ltd., a Cayman Island domiciled exempted company (“Abax Nai Xin A”);
 
iii.  
Abax Global Opportunities Fund, a Cayman Island domiciled exempted company (the “Fund”);
 
iv.  
Abax Arhat Fund, a Cayman Island domiciled exempted company (“Arhat”) and an owner of the Fund;
 
v.  
Abax Upland Fund LLC, a Delaware limited liability company (“Upland”) and an owner of the Fund;
 
vi.  
Abax Claremont Ltd., a Cayman Island domiciled exempted company (“Upland Managing Member”) and managing member of Upland;
 
vii.  
Abax Global Capital, a Cayman Island domiciled exempted company (“Arhat Shareholder”) and sole management shareholder of Arhat;
 
viii.  
Abax Global Capital (Hong Kong) Limited, a Hong Kong company (“Abax HK”); and
 
ix.  
Xiang Dong Yang, a citizen of Hong Kong, SAR (“Mr. Yang”).

 
The entities and individuals in items (i) through (ix) above are herein sometimes referred to each as a “Reporting Person” and collectively as the “Reporting Persons.” This Amendment is being filed jointly on behalf of the Reporting Persons. A Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 1.
 
The business address of each Reporting Person and each Abax Person (as defined below) is Two International Finance Centre, Suite 6708, 67/F, 8 Finance Street, Central, Hong Kong.
 
The Fund is the sole shareholder of the Investor and Abax Nai Xin A. Arhat and Upland together hold 100% of the Fund. Arhat Shareholder is the managing shareholder of Arhat and sole shareholder of Abax HK while Upland Managing Member is the managing member of Upland.  Abax HK is the investment advisor to Arhat Shareholder with respect to Arhat, Upland and the
 
 
 
11

 
 
 
Fund and Arhat Shareholder is the investment manager to Arhat, Upland and the Fund.  The Fund, through its holdings in the Investor and Abax Nai Xin A, is focused on Asian private and public investments with an emphasis on Greater China.  Mr. Yang is the ultimate controlling person of Arhat Shareholder and Upland Managing Member and may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all shares of Common Stock (including upon exercise of the Warrants) that are owned beneficially and directly by the Investor and Abax Nai Xin A.  Mr. Yang is the ultimate controlling shareholder of Abax HK. Each of the Fund, Upland, Arhat, Upland Managing Member, Arhat Shareholder, Abax HK and Mr. Yang disclaims beneficial ownership of such shares for all other purposes.
 
The name, title, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Persons, each of whom is an “Abax Person” is set forth below:
 
For Arhat Shareholder and Abax HK:

Name
Occupation/Position
Entity
Citizenship
Mr. Yang
Managing Partner, Chief Investment Officer and Director
 
Arhat Shareholder, Abax HK
Hong Kong
Mr. William Hoi Hin Chan
 
Partner
Arhat Shareholder, Abax HK
Hong Kong
Mr. John Lu Goh
 
Senior Managing Director
Arhat Shareholder, Abax HK
Singapore
Mr. Richard Yee
Managing Director and Chief Operating Officer
Arhat Shareholder, Abax HK
United States of America

 
For Investor, Abax Nai Xin A, the Fund, Arhat and Upland Managing Member:

Name
Occupation/Position
Entity
Citizenship
Mr. Yang
Director
Investor, Abax Nai Xin A, the Fund, Arhat, Upland Managing Member
 
Hong Kong
Mr. Gong Peng
Director
Investor, Abax Nai Xin A, the Fund, Arhat, Upland Managing Member
 
United States of America
Mr. Ron Silverton
Director
Investor, Abax Nai Xin A, the Fund, Arhat, Upland Managing Member
 
United States of America
Mr. Christopher Chang
Director
Investor, Abax Nai Xin A, the Fund, Arhat, Upland Managing Member
United States of America
 
During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the Abax Persons, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil
 
 
 
12

 
 
 
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.
 
ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
 
Item 3 of the Schedule 13D is hereby supplemented as follows:
 
As previously disclosed in the Schedule 13D, the Warrants were acquired by the Investor for no additional consideration in connection with the issuance of the Senior Notes.  Accordingly, each transfer of Warrants described in Item 4 hereof was made in connection with the corresponding sale of Senior Notes for no additional consideration.
 
ITEM 4.  PURPOSE OF TRANSACTION.
 
Item 4 of the Schedule 13D is hereby supplemented as follows:
 
Transfer of Senior Notes and Warrants
 
On June 30, 2008, the Investor irrevocably sold and assigned RMB7,000,000 in aggregate principal amount of the Senior Notes, together with 70,000 Warrants, to Lake Street Fund LP (“Lake Street Fund”).  As previously disclosed by the Company, the Company effected a 1-for-2 reverse stock split on April 28, 2009.  On April 30, 2009, the Investor irrevocably sold and assigned RMB221,000,000 in aggregate principal amount of the Senior Notes, together with 1,104,266 Warrants, to Abax Nai Xin A.  On April 30, 2009, the Investor irrevocably sold and assigned RMB62,000,000 in aggregate principal amount of the Senior Notes, together with 310,734 Warrants, to Abax Jade Ltd. On March 28, 2011, Abax Jade Ltd. merged with and into the Investor, with the Investor surviving the merger, and as a result RMB62,000,000 in aggregate principal amount of the Senior Notes and 310,734 Warrants were once again owned by the Investor.
 
The Company’s Involuntary Bankruptcy
 
The Indenture required the Company to make six semi-annual repayments of principal beginning in July 2011 (8.3333% of outstanding principal for the first two repayments, 16.6667% of outstanding principal for the next two repayments, and 25% of outstanding principal for the last two repayments). The Company failed to make the repayment due July 30, 2012, and has not paid interest or principal on the Senior Notes since then. On August 21, 2012, the Arhat Shareholder sent the Company a formal notice of default and demanded that the Company make the July 2012 principal and interest payments and remedy the default. The Company did not respond to the default notice.
 
On September 5, 2012, the Arhat Shareholder provided notice of acceleration of the principal amount of the Senior Notes, together with all accrued and unpaid interest and premium, which was immediately due and payable under the Indenture. The Company also failed to respond to this notice. On September 10, 2012, through its counsel the Arhat Shareholder provided the Company with a final demand for payment. The Company responded to this demand, but failed to provide any plan to remedy the defaults or repay the Senior Notes. Over several months, the Arhat Shareholder sought a consensual resolution of the defaults, but the Company never provided any explanation why it failed to make the required payments and never put forward any plan to remedy the defaults.
 
 
 
 
13

 
 
 
 
Additionally, pursuant to the redemption provisions of the warrant agreement, upon the Company’s default under the Indenture on July 30, 2012, the Warrants held by the Investor and Abax Nai Xin A became redeemable for their pro rata share of the $17,500,000 total redemption value of the Warrants.  The Investor and Abax Nai Xin A delivered the required notice of redemption to the Company, but the Company has not satisfied its obligation to redeem the Warrants and make the required payments.
 
In connection with the above, on February 8, 2013 the Investor and Abax Nai Xin A, together with Lake Street Fund, filed an involuntary bankruptcy petition against the Company under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York.
 
The foregoing discussion of the Indenture and the warrant agreement is qualified in its entirety by the text of the Indenture and the warrant agreement which were attached as Exhibits 4 and 6 to the Schedule 13D and are incorporated herein by reference.
 
ITEM 5.  INTEREST IN SECURITIES OF THE COMPANY.
 
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
(a) – (b)                      The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment are incorporated herein by reference.  As of the date of this Amendment, the Investor directly owns an aggregate of 310,734 Warrants to purchase Common Stock and Abax Nai Xin A directly owns an aggregate of 1,104,266 Warrants to purchase Common Stock, representing, if exercised in full, approximately 1.4% and 4.8% respectively of the currently outstanding shares of Common Stock.
 
The Fund, as the sole shareholder of the Investor and Abax Nai Xin A; Arhat and Upland, as holders of 100% of the Fund; Arhat Shareholder, as the sole shareholder of Arhat; Upland Managing Member, as the managing member of  Upland; Abax HK as investment advisor to Arhat Shareholder; and Mr. Yang as the controlling person of Arhat Shareholder and Upland Managing Member, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all shares of Common Stock (including upon exercise of the Warrants) that are owned beneficially and directly by the Investor or Abax Nai Xin A.  Each of the Fund, Arhat, Upland, Arhat Shareholder, Upland Managing Member, Abax HK, and Mr. Yang disclaims beneficial ownership of such shares for all other purposes.
 
The Company has granted Mr. Yang an option to purchase 5,000 shares of Common Stock in connection with his service on the Company’s board of directors, representing, if exercised in full, less than 0.1% of the currently outstanding shares of Common Stock.
 
All percentages set forth in this paragraph are based on 21,458,654 shares of Common Stock outstanding as of May 10, 2013, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013.

 
(c)           Other than as set forth herein, no Reporting Person has effected any transaction in shares of Common Stock during the sixty (60) days preceding the date of this Statement.
 
 
 
 
14

 
 
 
 
(d)           Not applicable.
 
(e)           Not applicable.
 
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
 
Exhibit 1
Agreement as to Joint Filing of Schedule 13D/A by and among the Reporting Persons, dated June 6, 2013
 



 
15

 

SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: June 6, 2013


 
 
ABAX LOTUS LTD.
     
     
 
By:
/s/ Xiang Dong Yang
 
Name:
Xiang Dong Yang
 
Title:
Director
   
   
 
 
ABAX NAI XIN LTD.
     
     
 
By:
/s/ Xiang Dong Yang
 
Name:
Xiang Dong Yang
 
Title:
Director
   
 
 
 
ABAX GLOBAL OPPORTUNITIES FUND
     
     
 
By:
/s/ Xiang Dong Yang
 
Name:
Xiang Dong Yang
 
Title:
Director
     
     
 
 
ABAX ARHAT FUND
 
By:
/s/ Xiang Dong Yang
 
Name:
Xiang Dong Yang
 
Title:
Director
 
 
ABAX UPLAND FUND, LLC
     
     
 
By:
ABAX CLAREMONT LTD. in its capacity as Managing Member
     
     
 
By:
/s/ Xiang Dong Yang
 
Name:
Xiang Dong Yang
 
Title:
Director
   
   
 
 
 
 
16

 
 
 
 
ABAX CLAREMONT LTD.
     
     
 
By:
/s/ Xiang Dong Yang
 
Name:
Xiang Dong Yang
 
Title:
Director
   
   
 
 
ABAX GLOBAL CAPITAL
     
     
 
By:
/s/ Xiang Dong Yang
 
Name:
Xiang Dong Yang
 
Title:
Director
 
 
ABAX GLOBAL CAPITAL (HONG KONG) LIMITED
   
 
By:
/s/ Xiang Dong Yang
 
Name:
Xiang Dong Yang
 
Title:
Director
   
   
 
XIANG DONG YANG
   
   
 
/s/ Xiang Dong Yang
 
Name:
Xiang Dong Yang

 
 
 
 

 
 
17
EX-99.1 2 mm06-0613cng_sc13da1ex1.htm EX.1 - JOINT FILING AGREEMENT mm06-0613cng_sc13da1ex1.htm
Exhibit 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D/A

Dated June 6, 2013

The undersigned acknowledge and agree that the foregoing Schedule 13D/A is filed on behalf of each of the undersigned and that all subsequent amendments thereto  shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
 
 
ABAX LOTUS LTD.
     
     
 
By:
/s/ Xiang Dong Yang
 
Name:
Xiang Dong Yang
 
Title:
Director
   
   
 
 
ABAX NAI XIN LTD.
     
     
 
By:
/s/ Xiang Dong Yang
 
Name:
Xiang Dong Yang
 
Title:
Director
   
 
 
 
ABAX GLOBAL OPPORTUNITIES FUND
     
     
 
By:
/s/ Xiang Dong Yang
 
Name:
Xiang Dong Yang
 
Title:
Director
     
     
 
 
ABAX ARHAT FUND
 
By:
/s/ Xiang Dong Yang
 
Name:
Xiang Dong Yang
 
Title:
Director
 
 
 
 
 

 
 
 
 
 
ABAX UPLAND FUND, LLC
     
     
 
By:
ABAX CLAREMONT LTD. in its capacity as Managing Member
     
     
 
By:
/s/ Xiang Dong Yang
 
Name:
Xiang Dong Yang
 
Title:
Director
   
   
 
 
ABAX CLAREMONT LTD.
     
     
 
By:
/s/ Xiang Dong Yang
 
Name:
Xiang Dong Yang
 
Title:
Director
   
   
 
 
ABAX GLOBAL CAPITAL
     
     
 
By:
/s/ Xiang Dong Yang
 
Name:
Xiang Dong Yang
 
Title:
Director
 
 
ABAX GLOBAL CAPITAL (HONG KONG) LIMITED
   
 
By:
/s/ Xiang Dong Yang
 
Name:
Xiang Dong Yang
 
Title:
Director
   
   
 
XIANG DONG YANG
   
   
 
/s/ Xiang Dong Yang
 
Name:
Xiang Dong Yang