UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Zhongpin Inc. |
(Name of Issuer)
Common Stock - .001 par value |
(Title of Class of Securities)
98952K107 |
(CUSIP Number)
Jay B. Gould, Esq. Pillsbury Winthrop Shaw Pittman LLP 50 Fremont Street San Francisco, CA 94105 415-983-1000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 22, 2012 |
(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 persons 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. 98952K107 | Page 2 of 11 |
1 |
NAME OF REPORTING PERSON
Prestige Trade Investments Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
WC | |||||
5 | CHECK BOX 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
2,256,012 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
2,256,012 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,256,012 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP No. 98952K107 | Page 3 of 11 |
1 |
NAME OF REPORTING PERSON
Siming Yang | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
2,256,012 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
2,256,012 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,256,012 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 98952K107 | Page 4 of 11 |
1 |
NAME OF REPORTING PERSON
Fei Xiao | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
2,256,012 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
2,256,012 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,256,012 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 98952K107 | Page 5 of 11 |
1 |
NAME OF REPORTING PERSON
Chidong Wang | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
2,256,012 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
2,256,012 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,256,012 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 98952K107 | Page 6 of 11 |
Explanatory Note
Introduction
This Schedule 13D is being filed by the Reporting Persons (as defined below) and relates to their beneficial ownership of Shares (each, a Share, collectively, the Shares) of common stock (the Common Stock) of Zhongpin Inc., a Delaware corporation (the Issuer or the Company).
Item 1. | Security and Issuer |
This Schedule relates to the Shares of the Issuer. The address of the Issuers principal executive office is 21 Changshe Road, Changge City, Henan Province, The Peoples Republic of China 461500.
Item 2. | Identity and Background |
(a) This Schedule is being filed by Prestige Trade Investments Limited, a BVI company (Prestige), Siming Yang, an individual (Mr. Yang), Fei Xiao, an individual (Mrs. Xiao), and Chidong Wang, also an individual (Mr. Wang). Each of the individuals and Prestige is referred to herein as a Reporting Person and collectively as Reporting Persons.
Prestige is a business company organized in the British Virgin Islands. Mr. Yang, Mrs. Xiao and Mr. Wang are executive directors of Prestige.
(b) | The business address of each of the foregoing Reporting Persons are: |
Prestige - C-3401, Topview Garden, New Town of Pearl River, Guangzhou, China
Mr. Yang - 8 Dong 604, Jinan University, Sipai, Guangzhou, Guangdong Province, China
Mr. Wang - No. 2303, Shengtang Dajie, Foshan City, Guangdong Province, China
Mrs. Xiao - A29, Donghua Garden, Longjiang Town, Shunde City, Guangdong Province, China
(c) Mr. Yang, Mrs. Xiao and Mr. Wang are executive directors of Prestige. Prestiges principal business consists of activist investment.
(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons were 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.
(f) Mr. Yang, Mr. Wang and Mrs. Xiao are citizens of The Peoples Republic of China.
Item 3. | Source and Amount of Funds or Other Consideration |
The Shares were acquired for investment purposes through open market purchases. The source of funds for all such purchases was the working capital of Prestige.
Item 4. | Purpose of Transaction |
The Reporting Persons expect to engage in discussions with management, the board, other stockholders of the Issuer and other relevant parties concerning the business, management, operations, assets, capitalization, financial condition, governance, strategy and future plans of the Issuer, which discussions may include proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuers financial position and strategic direction, actions taken by the
CUSIP No. 98952K107 | Page 7 of 11 |
board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, market conditions and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investments in the Issuer as they deem appropriate, including, without limitation, purchasing additional Common Stock or other financial instruments related to the Issuer or selling some or all of their beneficial or economic holdings, engaging in hedging or similar transactions with respect to the securities relating to the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a)-(b) To the knowledge of the Reporting Persons, there were 37,523,064 Shares of Common Stock outstanding as of March 12, 2012 (as represented by the Issuers Form 10-K Annual Report that was filed with the SEC on March 15, 2012). For purposes of this Schedule 13D, the Shares beneficially owned by Prestige as of March 22, 2012 was approximately 5.3% of the issued and outstanding Shares of Common Stock. Reference is made hereby to Items 7-10 of pages 2-5 of this Schedule 13D, which Items are incorporated herein by reference.
Mr. Yang, Mrs. Xiao and Mr. Wang, as executive directors of Prestige, may be deemed to beneficially own the shares owned by Prestige in that they may be deemed to have the power to direct the voting or disposition of the shares. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of Mr. Yang, Mrs. Xiao and Mr. Wang is, for any other purpose, the beneficial owner of any such securities, and Mr. Yang, Mrs. Xiao and Mr. Wang disclaim beneficial ownership as to such securities except to the extent of their respective pecuniary interests therein. For the purposes of this Schedule 13D, Mr. Yang, Mrs. Xiao and Mr. Wang beneficially own 1,980,000 shares of Common Stock (which is comprised of the shares of Common Stock owned by Prestige as described above), and the percentage of Common Stock beneficially owned by such reporting persons for the purposes of this Schedule 13D is 5.3%
(c) Except as set forth in this Schedule 13D, during the 60 days prior to the date of the event that requires the filing of this statement, no transactions in the Common Stock were effected by any Reporting Person, or to the best knowledge of any Reporting Person.
(d) No person other than a Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Shares of Common Stock owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contract, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except as described or referred to above, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between such persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities of the Issuer, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
CUSIP No. 98952K107 | Page 8 of 11 |
Item 7. Material to Be Filed as Exhibits.
The following documents are filed as exhibits hereto:
1. | Joint Filing Undertaking |
2. | Power of Attorney of Siming Yang Appointing Designated Filer and Authorized Signer dated March 28, 2012. |
3. | Power of Attorney of Fei Xiao Appointing Designated Filer and Authorized Signer dated March 28, 2012. |
4. | Power of Attorney of Chidong Wang Appointing Designated Filer and Authorized Signer dated March 28, 2012. |
CUSIP No. 98952K107 | Page 9 of 11 |
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.
Dated: April 2, 2012 | PRESTIGE TRADE INVESTMENTS LIMITED | |||
By: | /s/ Michael Wu | |||
Michael Wu Attorney-In-Fact | ||||
SIMING YANG | ||||
By: | /s/ Michael Wu | |||
Michael Wu Attorney-In-Fact | ||||
FEI XIAO | ||||
By: | /s/ Michael Wu | |||
Michael Wu Attorney-In-Fact | ||||
CHIDONG WANG | ||||
By: | /s/ Michael Wu | |||
Michael Wu Attorney-In-Fact |
CUSIP No. 98952K107 | Page 10 of 11 |
EXHIBIT INDEX
The following documents are filed as exhibits hereto:
1. | Joint Filing Undertaking |
2. | Power of Attorney of Siming Yang Appointing Designated Filer and Authorized Signer dated March 28, 2012. |
3. | Power of Attorney of Fei Xiao Appointing Designated Filer and Authorized Signer dated March 28, 2012. |
4. | Power of Attorney of Chidong Wang Appointing Designated Filer and Authorized Signer dated March 28, 2012. |
CUSIP No. 98952K107 | Page 11 of 11 |
Exhibit 1
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.
Dated: April 2, 2012 | PRESTIGE TRADE INVESTMENTS LIMITED | |||
By: | /s/ Michael Wu | |||
Michael Wu Attorney-In-Fact | ||||
SIMING YANG | ||||
By: | /s/ Michael Wu | |||
Michael Wu Attorney-In-Fact | ||||
CHIDONG WANG | ||||
By: | /s/ Michael Wu | |||
Michael Wu Attorney-In-Fact | ||||
FEI XIAO | ||||
By: | /s/ Michael Wu | |||
Michael Wu Attorney-In-Fact |
Exhibit 2
POWER OF ATTORNEY
Know all men by these presents that the undersigned hereby appoints each of Jay B. Gould and Michael Wu, signing singly, to be his true and lawful attorneys-in-fact to:
(1) obtain EDGAR access codes for purposes of submitting securities filings with the U.S. Securities and Exchange Commission;
(2) execute for and on behalf of the undersigned, in the undersigneds capacity as director of Prestige Trade Investment Limited, a BVI company (the Company), Schedules 13D or 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder, as well as Forms 3, 4 or 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act), and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G, or Forms 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission;
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in service in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigneds responsibilities to comply with the filing requirements of Section 13 and Section 16 of the Exchange Act.
The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D or 13G, or Forms 3, 4, or 5 with respect to the undersigneds holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in signed writing delivered to the foregoing attorneys-in-fact. The Power of Attorney shall terminate with respect to each attorney-in-fact hereby appointed if and when such attorney-in-fact shall no longer work for Pillsbury Winthrop Shaw Pittman LLP.
In witness whereof, the undersigned has caused this Power of Attorney to be executed this 28th day of March 2012.
/s/ Siming Yang |
Siming Yang |
Exhibit 3
POWER OF ATTORNEY
Know all men by these presents that the undersigned hereby appoints each of Jay B. Gould and Michael Wu, signing singly, to be his true and lawful attorneys-in-fact to:
(1) obtain EDGAR access codes for purposes of submitting securities filings with the U.S. Securities and Exchange Commission;
(2) execute for and on behalf of the undersigned, in the undersigneds capacity as director of Prestige Trade Investment Limited, a BVI company (the Company), Schedules 13D or 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder, as well as Forms 3, 4 or 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act), and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G, or Forms 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission;
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in service in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigneds responsibilities to comply with the filing requirements of Section 13 and Section 16 of the Exchange Act.
The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D or 13G, or Forms 3, 4, or 5 with respect to the undersigneds holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in signed writing delivered to the foregoing attorneys-in-fact. The Power of Attorney shall terminate with respect to each attorney-in-fact hereby appointed if and when such attorney-in-fact shall no longer work for Pillsbury Winthrop Shaw Pittman LLP.
In witness whereof, the undersigned has caused this Power of Attorney to be executed this 28th day of March 2012.
/s/ Fei Xiao |
Fei Xiao |
Exhibit 4
POWER OF ATTORNEY
Know all men by these presents that the undersigned hereby appoints each of Jay B. Gould and Michael Wu, signing singly, to be his true and lawful attorneys-in-fact to:
(1) obtain EDGAR access codes for purposes of submitting securities filings with the U.S. Securities and Exchange Commission;
(2) execute for and on behalf of the undersigned, in the undersigneds capacity as director of Prestige Trade Investment Limited, a BVI company (the Company), Schedules 13D or 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder, as well as Forms 3, 4 or 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act), and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G, or Forms 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission;
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in service in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigneds responsibilities to comply with the filing requirements of Section 13 and Section 16 of the Exchange Act.
The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D or 13G, or Forms 3, 4, or 5 with respect to the undersigneds holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in signed writing delivered to the foregoing attorneys-in-fact. The Power of Attorney shall terminate with respect to each attorney-in-fact hereby appointed if and when such attorney-in-fact shall no longer work for Pillsbury Winthrop Shaw Pittman LLP.
In witness whereof, the undersigned has caused this Power of Attorney to be executed this 28th day of March 2012.
/s/ Chidong Wang |
Chidong Wang |