SC 13D 1 eps5869.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)*

LIHUA INTERNATIONAL, INC.

(Name of Company)

Common Stock, par value $.0001 per share

(Title of Class of Securities)

None.

(CUSIP Number)

Xue Yang, 168 Xianqian West Rd., Wuxi, Jiangsu Province, China, +8618551758892

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 21, 2014

(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(b)(3) or (4), check the following box o.

Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 or otherwise subject to the liabilities of that section of the Securities Exchange Act (the “Act”) but shall be subject to all other provisions of the Act (however see the Notes).


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Power Apex Holdings Limited*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 13,195,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 13,195,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,195,000 shares of common stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.9%**
14	TYPE OF REPORTING PERSON* CO

*Power Apex Holdings Limited (“Power Apex”) is a holding company organized under the laws of the British Virgin Islands (“Power Apex”). Xue Yang, a citizen of Australia, is the sole member and director of Power Apex, and holds ownership of Power Apex solely for the benefit of Jiangsu Jinhong Import and Export Co., Ltd. (“Jinhong”), a subsidiary of Wuxi Jinde Asset Management Co. (“Wuxi JAM”), which is a subsidiary of Wuxi Industry Development Group Co., Ltd (“Wuxi IDG”), a state-owned enterprise of the People’s Republic of China. Power Apex has direct ownership of the common stock. Xue Yang, Jinhong, Wuxi JAM, and Wuxi IDG, due to their relationship with Power Apex, may each be deemed to have beneficial ownership of the common stock.

**Based on the beneficial ownership of 13,195,000 shares of common stock of the Reporting Person and 30,032,116 shares of total common stock issued and outstanding as of March 13, 2014, according to the Company’s Form 10-K for year-ended December 31, 2013, the Reporting Person holds approximately 43.93% of the issued and outstanding common stock of the Company.

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Xue Yang*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 13,195,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 13,195,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,195,000 shares of common stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.9%**
14	TYPE OF REPORTING PERSON* IN

Xue Yang is a Director of Jinhong and is Jinhong’s International Trade Department Manager.

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jiangsu Jinhong Import and Export Co., Ltd.*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 13,195,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 13,195,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,195,000 shares of common stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.9%**
14	TYPE OF REPORTING PERSON* HC

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wuxi Jinde Asset Management Co.*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 13,195,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 13,195,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,195,000 shares of common stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.9%**
14	TYPE OF REPORTING PERSON* HC

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wuxi Industry Development Group Co., Ltd.*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 13,195,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 13,195,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,195,000 shares of common stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.9%**
14	TYPE OF REPORTING PERSON* HC

Item 1. Security and Company.

This statement relates to the common stock, par value $.0001 per share (the “Common Stock”), of Lihua International, Inc., a Delaware corporation (the “Company”). The address of the Company’s principal executive office is c/o Lihua Holdings Limited, Houxiang Five-Star Industry District, Danyang City, Jiangsu Province, PRC 212312.

Item 2. Identity and Background.

(a) This Schedule 13D is being filed by:

(i)

Power Apex Holdings Limited is a holding company organized under the laws of the British Virgin Islands (“Power Apex”).

(ii) Xue Yang, a citizen of Australia, is the sole member and director of Power Apex, holding direct ownership of Power Apex on behalf of Jiangsu Jinhong Import and Export Co., Ltd. (“Jinhong”) and is a Director of Jinhong as well as Jinhong’s International Trade Department Manager.

(iii) Jinhong, a corporation organized under the laws of the People’s Republic of China, is an operating company owned by Wuxi Jinde Asset Management Co. (“Wuxi JAM”), which is a subsidiary of Wuxi Industry Development Group Co., Ltd (“Wuxi IDG”), a state-owned enterprise of the People’s Republic of China.

(iv) Wuxi JAM, a corporation organized under the laws of the People’s Republic of China, is an operating company owned by Wuxi IDG, a state-owned enterprise of the People’s Republic of China.

(v) Wuxi IDG, a corporation organized under the laws of the People’s Republic of China, is a state-owned enterprise of the People’s Republic of China.

The foregoing persons are hereinafter sometimes referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party

(vi) Jinhong’s Board of Directors:

Ming Zhang, a citizen of the People’s Republic of China, is Chairman of the Board of Jinhong, is a Director and Chief Executive Officer or Wuxi JAM, and a Member of the Board of the Company.

Xu Wang, a citizen of the People’s Republic of China, is an Executive Director of Jinhong, and a Director of Wuxi IDG.

Tian Bao Wang, a citizen of the People’s Republic of China, is an Executive Director of Jinhong, and the Chief Executive Officer, President and Chairman of the Board of the Company.

Yuhe Shen, a citizen of the People’s Republic of China, is the General Manager of Jinhong.

Xue Yang, a citizen of Australia, is the sole member and director of Power Apex, holding direct ownership of Power Apex on behalf of Jinhong and is a Director of Jinhong and Jinhong’s International Trade Department Manager.

(vii) Wuxi JAM’s Board of Directors:

Wanrong Hua, a citizen of the People’s Republic of China, is a Director of Wuxi JAM, and the Chief Financial Officer of Wuxi IDG, and the Assistant to the Wuxi IDG Chief Executive Officer.

Ming Zhang, a citizen of the People’s Republic of China, is Chairman of the Board of Jinhong, is a Director and Chief Executive Officer of Wuxi JAM, and a Member of the Board of the Company.

Xiao Geng Zhang, a citizen of the People’s Republic of China, is Chairman of the Board of Wuxi JAM, and the Chief Operating Officer of Wuxi IDG.

Yu Feng Yang, a citizen of the People’s Republic of China, is a Director of Wuxi Jam, and the Head of the Asset Group of Wuxi IDG.

Xu Wang, a citizen of the People’s Republic of China, is an Executive Director of Jinhong, and a Director of Wuxi IDG.

(viii) Wuxi IDG’s Board of Directors:

Guo Xiong Jiang, a citizen of the People’s Republic of China, is Chairman of the Board of Wuxi IDG.

Yuhai Liu, a citizen of the People’s Republic of China, is a Director and Chief Executive Officer of Wuxi IDG.

Tao Liu, a citizen of the People’s Republic of China, is a Director and Labor Union President of Wuxi IDG.

Min Jiang, a citizen of the People’s Republic of China, is a Director of Wuxi IDG and the Head of the Wuxi Government State Asset Allocation Department.

Xue Jun Chen, a citizen of the People’s Republic of China, is a Director of Wuxi IDG and the Chairman of the Wuxi Weifu High Tech Group.

Having direct or indirect control over Power Apex, the members of Jinhong’s, Wuxi JAM’s and Wuxi IDG’s Boards of Directors are required to provide the information called for by Items 2 through 6 of this Schedule 13D. The disclosure of any such information in this Schedule 13D shall not be construed as an admission that the respective board members are beneficial owners of any securities covered by this Schedule 13D.

(b)

(i) The place of organization of Power Apex is the British Virgin Islands. The address of the business and the principal office of Power Apex is P.O. Box 957, Road Town, Tortola, British Virgin Islands.

(ii)

Xue Yang’s business address is 168 Xianqian West Rd., Wuxi, Jiangsu Province, China.

(iii)

Jinhong’s business address is 168 Xianqian West Rd., Wuxi, Jiangsu Province, China.

(iv)

Wuxi JAM’s business address is 168 Xianquian West Rd., Wuxi, Jiangsu Province, China.

(v)

Wuxi IDG’s business address is 168 Xianquian West Rd., Wuxi, Jiangsu Province, China.

(vi)

Each Jinhong Board of Director’s business address is 168 Xianqian West Rd., Wuxi, Jiangsu Province, China.

(vii)

Each Wuxi JAM Board of Director’s business address is 168 Xianquian West Rd., Wuxi, Jiangsu Province, China.

(viii)

Each Wuxi IDG Board of Director’s business address is 168 Xianquian West Rd., Wuxi, Jiangsu Province, China.

(d) During the past five years, none of the Reporting Persons, nor the members of Jinhong’s, Wuxi JAM’s or Wuxi IDG’s Boards of Directors, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(e) During the past five years, none of the Reporting Persons, nor the members of Jinhong’s, Wuxi JAM’s and Wuxi IDG’s Boards of Directors, has 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.

(f) See Item 2. (a) above.

Item 3. Source and Amount of Funds and Other Consideration.

On May 21, 2014, pursuant to a Stock Purchase Agreement, by and between Magnify Wealth Enterprises Limited, a British Virgin Islands company, and Power Apex Holdings Limited, Power Apex purchased 13,195,000 shares of Common Stock, representing approximately 43.93% of the issued and outstanding shares of Common Stock for US$1.00 cash in consideration.

The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, which is incorporated herein by reference and is filed as Exhibit 10.1 to this Schedule 13D.

Item 4. Purpose of Transaction.

On or about, March 28, 2014, newspaper articles published allegations that Zhu Jianhua, the Company’s former Chief Executive Officer, President and Chairman of the Board, and the sole director of Magnify Wealth Enterprises Limited, may have diverted or attempted to divert Company assets.

On or about May 6, 2014, Zhu Jianhua resigned his positions at the Company, and his wife, Yaying Wang, the Company’s Chief Operating Officer and a member of the Board also resigned.

On or about May 11, 2014, Wuxi IDG representatives met with Company representatives and advised that Wuxi IDG had received a request from the local or provincial government to assist the Company’s two China-based operating subsidiaries. Wuxi IDG representatives requested that the two vacancies resulting from Zhu Jianhua and Yaying Wang’s resignations be filled by Tian Bao Wang, an Executive Director of Jinhong, and Ming Zhang, the Chairman of the Board of Jinhong. In addition, the Reporting Persons conducted a review of the Company’s financial condition and determined that the Company’s liabilities exceeded its assets.

On or about May 11, 2014, Power Apex entered into a stock purchase agreement with Magnify Wealth Enterprises Limited whereby Magnify Wealth agreed to sell 13,195,000 shares of common stock of the Company to Power Apex for US$1.00. When the transaction closed, Power Apex as well as Jinhong, Wuxi JAM and Wuxi IDG obtained control of the Company.

On June 10, 2014, Tian Bao Wang, an Executive Director of Jinhong, was appointed to serve as the Chief Executive Officer, President and Chairman of the Board of the Company, and Ming Zhang, the Chairman of the Board of Jinhong, was appointed to serve as a director of the Board of the Company.

The Reporting Persons are working with the Company’s Board of Directors and Chief Financial Officer to construct a plan of action concerning the Company, which may include, a reorganization or liquidation of the Company or its two operating subsidiaries; a sale or transfer of the subsidiaries’ assets to meet creditor obligations; filing for bankruptcy by the Company or its subsidiaries; raising capital to recommence subsidiaries’ operations; and reserve the right to take any other action which relates to or would result in one or more actions identified in (a) through (j) below concerning the Company and its subsidiaries. No plan of action has been finalized and there is no guarantee that any plan of action will be adopted, implemented or effective.

(a) the acquisition by any person of additional securities of the Company;

(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

(d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number of terms of directors or to fill any existing vacancies on the board;

(e) any material change in the present capitalization or dividend policy of the Company;

(f) any other material change in the Company’s business or corporate structure;

(g) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any other person;

(h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or

(j) any similar action to those enumerated above.

Item 5. Interest in Securities of the Company.

(a)

(i) Upon the closing of the Stock Purchase Agreement, Power Apex owned 13,195,000 shares of Common Stock, representing approximately 43.93% of the issued and outstanding Common Stock.

(ii) Xue Yang, the sole member and sole director of Power Apex, Jinhong, Wuxi JAM, and Wuxi IDG, and their respective Boards of Directors, do not directly own any shares of Common Stock, but may be deemed to be beneficial owners, having the power to direct the voting and disposition of the Common Stock held by Power Apex.

(b)

(i) Power Apex owns an aggregate of 13,195,000 shares of Common Stock, in which it has the sole power to vote or direct to vote, and the sole power to dispose of or direct the disposition of, representing in the aggregate approximately 43.93% of the total issued and outstanding shares of Common Stock.

(ii) Xue Yang, the sole member and sole director of Power Apex, Jinhong, Wuxi JAM, and Wuxi IDG, and their respective Boards of Directors, do not directly own any shares of Common Stock, but may be deemed to be beneficial owners of the 13,195,000 shares of Common Stock, having the power to direct the voting and disposition of the Common Stock held by Power Apex pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended..

(c) Other than the acquisition of the shares as reported in this Schedule 13D, no transactions in the Common Stock were effected during the past sixty (60) days by the Reporting Persons.

(d) To the best knowledge of the Reporting Persons, 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 13,195,000 shares of Common Stock reported in Item 5(b).

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

Except as disclosed herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Company, including, but not limited to transfer or voting of any of the securities, finder’s 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.

Item 7. Materials to be Filed as Exhibits.

(i)

Stock Purchase Agreement, dated May 11, 2014.

(ii)

Joint Filing Agreement, dated September 22, 2014.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

Dated: September 22, 2014

Xue Yang

Power Apex Holdings Limited

Jiangsu Jinhong Import and Export Co., Ltd

Wuxi Jinde Asset Management Co.

Wuxi Industry Development Group Co., Ltd

By: /s/ Xue Yang

_____________________________________

Name: Xue Yang

Title: Member, Power Apex Holdings Limited

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Lihua International, Inc. dated as of September 22, 2014 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.