0000947871-11-000073.txt : 20110211 0000947871-11-000073.hdr.sgml : 20110211 20110211133102 ACCESSION NUMBER: 0000947871-11-000073 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110211 DATE AS OF CHANGE: 20110211 GROUP MEMBERS: QIMING INVESTMENT LIMITED GROUP MEMBERS: QIMING XU FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Xu Qiming CENTRAL INDEX KEY: 0001512736 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: XINIYA INDUSTRY MANSION STREET 2: XINTANG DEVELOPMENT AREA CITY: JINJIANG CITY, FUJIAN PROVINCE STATE: F4 ZIP: 362200 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Xiniya Fashion Ltd CENTRAL INDEX KEY: 0001499494 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86014 FILM NUMBER: 11596905 BUSINESS ADDRESS: STREET 1: Xiniya Industry Mansion STREET 2: Xintang Development Area, Jinjiang CITY: Fujian Province STATE: F4 ZIP: 362200 BUSINESS PHONE: (86-595) 8888 6166 MAIL ADDRESS: STREET 1: Xiniya Industry Mansion STREET 2: Xintang Development Area, Jinjiang CITY: Fujian Province STATE: F4 ZIP: 362200 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:

Rule 13d-1(b)

Rule 13d-1(c)

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

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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 People’s 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

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CUSIP No. G2162C 106

13G

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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

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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)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

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(e)

An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

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)

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

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

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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

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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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EX-99.A 2 ss111367_ex99a.htm JOINT FILING AGREEMENT

Exhibit A

Joint Filing Agreement

The undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares, par value US$0.00005 per share, of China Xiniya Fashion Limited, dated as of February 11, 2011, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

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