UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FUER INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
35953T109
(CUSIP Number)
Li Zhang
Oriental Agriculture Co., Ltd.
Trade Ever Holdings Limited
Faith Origins Limited
Allied Merit International Investment Inc.
Virtue World Limited
Yuhua Liu
Qiuli Zhao
Shuxian Liu
Heping Gao
Pingfang Han
Guobin Tan
Hailong Cao
Jinquan Shi
Xixian Dong
Houyun Yang
Shunxiang Xun
Xiuli He
Xiaoling Yu
c/o Fuer International, Inc.
Neiwei Road,
Fulaerji District, Qiqihar,
Heilongjiang, China 161041
86-452-6919150
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 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 that 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. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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. 35953T109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Li Zhang | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO1 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
7,883,3312 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
7,883,3312 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,883,331 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.8% | |||||
14 | TYPE OF REPORTING PERSON
IN |
1 | The shares were acquired in connection with the Share Exchange described below and the reporting person did not pay any cash as consideration. On June 16, 2010, the Company entered into a Share Exchange Agreement with China Golden Holdings, Ltd., a company organized under the laws of the British Virgin Islands (“China Golden”) and all the shareholders of China Golden (the “China Golden Shareholders”), pursuant to which China Golden Shareholders transferred to the Company all of the issued and outstanding common shares of China Golden in exchange for the issuance of common shares of the Company (the “Share Exchange”). |
2 | Includes 7,327,749 shares of Common Stock owned by Mr. Li Zhang through Oriental Agriculture Co., Ltd. and 555,582 shares of Common Stock owned by Ms. Yuhua Liu. Mr. Li Zhang and Ms. Yuhua Liu are husband and wife. Mr. Li Zhang disclaims beneficial ownership of shares held directly by Ms. Yuhua Liu. |
Page 2 of 31
CUSIP No. 35953T109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Oriental Agriculture Co., Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO3 | |||||
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
7,327,749 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
7,327,749 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,327,749 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.6% | |||||
14 | TYPE OF REPORTING PERSON
CO |
3 | The shares were acquired in connection with the Share Exchange described in Footnote 1 and the reporting person did not pay any cash as consideration. |
Page 3 of 31
CUSIP No. 35953T109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Trade Ever Holdings Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO4 | |||||
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
1,269,884 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
1,269,884 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,269,884 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8% | |||||
14 | TYPE OF REPORTING PERSON
CO |
4 | The shares were acquired in connection with the Share Exchange described in Footnote 1 and the reporting person did not pay any cash as consideration. |
Page 4 of 31
CUSIP No. 35953T109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Faith Origins Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO5 | |||||
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
1,243,968 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
1,243,968 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,243,968 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6% | |||||
14 | TYPE OF REPORTING PERSON
CO |
5 | The shares were acquired in connection with the Share Exchange described in Footnote 1 and the reporting person did not pay any cash as consideration. |
Page 5 of 31
CUSIP No. 35953T109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Allied Merit International Investment Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO/PF6 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
1,892,1837 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
1,892,183 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,892,183 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0% | |||||
14 | TYPE OF REPORTING PERSON
CO |
6 | The 1,018,868 outstanding shares held by Allied were acquired in connection with the Share Exchange described in Footnote 1 and the reporting person did not pay any cash as consideration. The Warrants (as described in Footnote 7) were acquired by Allied on June 17, 2010 using personal funds. |
7 | This number includes 1,018,868 shares and warrants to purchase 873,315 shares that are currently exercisable at the exercise price of $2.58 per share (the “Warrants”). Pursuant to the Contribution Agreement described in Item 6 below, as of the effectiveness of the Merger the Warrants will be automatically cancelled and terminated. |
Page 6 of 31
CUSIP No. 35953T109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Virtue World Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO8 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
763,922 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
763,922 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
763,922 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9% | |||||
14 | TYPE OF REPORTING PERSON
CO |
8 | The shares were acquired in connection with the Share Exchange described in Footnote 1 and the reporting person did not pay any cash as consideration. |
Page 7 of 31
CUSIP No. 35953T109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Yanhua Liu | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO9 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
555,582 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
555,582 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
555,582 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3% | |||||
14 | TYPE OF REPORTING PERSON
IN |
9 | The shares were acquired in connection with the Share Exchange described in Footnote 1 and the reporting person did not pay any cash as consideration. |
Page 8 of 31
CUSIP No. 35953T109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Qiuli Zhao | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO10 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
50,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
50,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% | |||||
14 | TYPE OF REPORTING PERSON
IN |
10 | The shares were acquired in connection with the Share Exchange described in Footnote 1 and the reporting person did not pay any cash as consideration. |
Page 9 of 31
CUSIP No. 35953T109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Shuxian Liu | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO11 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
50,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
50,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% | |||||
14 | TYPE OF REPORTING PERSON
IN |
11 | The shares were acquired in connection with the Share Exchange described in Footnote 1 and the reporting person did not pay any cash as consideration. |
Page 10 of 31
CUSIP No. 35953T109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Heping Gao | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO12 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
40,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
40,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% | |||||
14 | TYPE OF REPORTING PERSON
IN |
12 | The shares were acquired in connection with the Share Exchange described in Footnote 1 and the reporting person did not pay any cash as consideration. |
Page 11 of 31
CUSIP No. 35953T109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pingfang Han | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO13 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
10,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
10,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% | |||||
14 | TYPE OF REPORTING PERSON
IN |
13 | The shares were acquired in connection with the Share Exchange described in Footnote 1 and the reporting person did not pay any cash as consideration. |
Page 12 of 31
CUSIP No. 35953T109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Guobin Tan | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO14 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
50,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
50,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% | |||||
14 | TYPE OF REPORTING PERSON
IN |
14 | The shares were acquired in connection with the Share Exchange described in Footnote 1 and the reporting person did not pay any cash as consideration. |
Page 13 of 31
CUSIP No. 35953T109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Hailong Cao | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO15 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
16,149 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
16,149 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,149 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% | |||||
14 | TYPE OF REPORTING PERSON
IN |
15 | The shares were acquired in connection with the Share Exchange described in Footnote 1 and the reporting person did not pay any cash as consideration. |
Page 14 of 31
CUSIP No. 35953T109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Jinquan Shi | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO16 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
30,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
30,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% | |||||
14 | TYPE OF REPORTING PERSON
IN |
16 | The shares were acquired in connection with the Share Exchange described in Footnote 1 and the reporting person did not pay any cash as consideration. |
Page 15 of 31
CUSIP No. 35953T109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Xixian Dong | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO17 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
60,074 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
60,074 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,074 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% | |||||
14 | TYPE OF REPORTING PERSON
IN |
17 | The shares were acquired in connection with the Share Exchange described in Footnote 1 and the reporting person did not pay any cash as consideration. |
Page 16 of 31
CUSIP No. 35953T109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Houyun Yang | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO18 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
54,063 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
54,063 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,063 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% | |||||
14 | TYPE OF REPORTING PERSON
IN |
18 | The shares were acquired in connection with the Share Exchange described in Footnote 1 and the reporting person did not pay any cash as consideration. |
Page 17 of 31
CUSIP No. 35953T109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Shunxiang Xun | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO19 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
20,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
20,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% | |||||
14 | TYPE OF REPORTING PERSON
IN |
19 | The shares were acquired in connection with the Share Exchange described in Footnote 1 and the reporting person did not pay any cash as consideration. |
Page 18 of 31
CUSIP No. 35953T109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Xiuli He | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO20 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
6,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
6,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% | |||||
14 | TYPE OF REPORTING PERSON
IN |
20 | The shares were acquired in connection with the Share Exchange described in Footnote 1 and the reporting person did not pay any cash as consideration. |
Page 19 of 31
CUSIP No. 35953T109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Xiaoling Yu | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO21 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
3,000 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
3,000 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.02% | |||||
14 | TYPE OF REPORTING PERSON
IN |
21 | The shares were acquired in connection with the Share Exchange described in Footnote 1 and the reporting person did not pay any cash as consideration. |
Page 20 of 31
Item 1. | Security and Issuer. |
This Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of Fuer International, Inc., a Nevada corporation (the “Company”). The Company’s principal executive offices are located at Neiwei Road, Fulaerji District, Qiqihar, Heilongjiang, P.R.C. 161041.
Item 2. | Identity and Background. |
(a) This Schedule 13D is being jointly filed by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act with respect to the transactions described in Item 4 of this Schedule 13D.
This Schedule 13D also amends and supersedes the Schedule 13D filed on February 15, 2013 by Li Zhang, Oriental Agriculture Co., Ltd., Xi Liu, Trade Ever Holdings Limited, Li Guo Li and Faith Origins Limited with the United States Securities and Exchange Commission (the “SEC”).
Except as expressly otherwise set forth in this Schedule 13D, each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by any other Reporting Person or any other person. The agreement between the Reporting Persons relating to the joint filing of this statement is attached hereto as Exhibit 99.1. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).
(b) The principal business address of each of Mr. Li Zhang (“Mr. Zhang”) and Ms. Yuhua Liu is c/o Fuer International, Inc., Neiwei Road, Fulaerji District, Qiqihar, Heilongjiang Province, P.R.C. 161041.
The principal business address of each of Oriental Agriculture Co., Ltd. and Trade Ever Holdings Limited is P.O. Box 957, Offshore Incorporations Center, Road Town, Tortola, British Virgin Islands. The principal business address of each of Faith Origins Limited and Virtue World Limited is Limited Quastisky Building, P.O. Box 4389, Road Town, Tortola, British Virgin Islands.
The principal business address of Allied Merit International Investment Inc. (“Allied”) is 802, 8/F Eton Tower, Hysan Ave., Causeway Bay, Hong Kong.
The principal business address of Mr. Qiuli Zhao is Group 3, Beixing Street Yuanyi Wei, Fula Er’ji District, Qiqi Ha’er City, Heilongjiang Province, China.
The principal business address of Ms. Shuxian Liu is Group 252, Hongwei Street Fanhua Wei, Fula Er’ji District, Qiqi Ha’er City, Heilongjiang Province, China.
The principal business address of Mr. Heping Gao is Group 250, Dongfeng Wei, Fula Er’ji District, Qiqi Ha’er City, Heilongjiang Province, China.
The principal business address of Mr. Pingfang Han is Group 6, Zhonghe Cun, Xihe Zhen, Keshan County, Heilongjiang Province, China.
The principal business address of Mr. Guobin Tan is No. 11-2-6-1, Hong’an Wei, Fula Er’ji District, Qiqi Ha’er City, Heilongjiang Province, China.
The principal business address of Mr. Hailong Cao is Group 3, Dawopu Cun, Dashuangmiao Xiang, Ningcheng County, Chifeng City, Neimenggu Auto-governance Region, China.
Page 21 of 31
The principal business address of Mr. Jinquan Shi is Group 2, Yikenzhong Cun, Dashuangmiao Xiang, Ningcheng County, Chifeng City, Neimenggu Auto-governance Region, China.
The principal business address of Mr. Xixian Dong is Fuli Qu, Chinese No. 10 Metallurgy Construction Company, Huayin City, Shanxi Province, China.
The principal business address of Mr. Houyun Yang is Ji Ti No. 12, Xiao Ying East Road, Qing He, Haidian District, Beijing, China.
The principal business address of Mr. Shunxiang Xun is 255 Zu, Fansheng Wei, Fulaerji District, Qiqihar City, Heilongjiang Province, China.
The principal business address of Ms. Xiuli He is No. 9-2, 2 Danyuan,1 Zhuang, 3 Hao, Baiguo Road, Fuling District, Chongqing, China.
The principal business address of Ms. Xiaoling Yu is C21, Kinglong International Building, No.9, Fulin Rd. Chaoyang District, Beijing, China.
(c) Mr. Zhang has been the CEO of the Company since June 2010 and the Chairman of the Company since December 2010. Since 2003, Mr. Zhang has been the Chairman and CEO of Qiqihar Fuer Agronomy Inc., the variable interest entity controlled by the Company through a series of agreements. The Company is primarily engaged in manufacturing and supplying seeds and fertilizer products in northeastern China.
Allied’s principal business is to provide banking and financial services to companies based in Asia.
None of Oriental Agriculture Co., Ltd., Trade Ever Holdings Limited, Faith Origins Limited and Virtue World Limited has conducted any business other than holding the applicable shares of Common Stock.
Ms. Yuhua Liu is a director and officer of the Company.
Mr. Qiuli Zhao is a seed breeding specialist of the Company.
Ms. Shuxian Liu is the director of the human resources department of the Company.
Mr. Heping Gao is the manager of the seed processing plant of the Company.
Mr. Pingfang Han is the manager of the logistics department of the Company.
Mr. Guobin Tan is a soybean breeding specialist of the Company.
Mr. Hailong Cao is the director of the procurement department of the Company.
Mr. Jinquan Shi is the manager of corporate staff of the Company.
Mr. Xixian Dong is retired.
Each of Mr. Houyun Yang, Mr. Shunxiang Xun, Ms. Xiuli He and Ms. Xiaoling Yu is an employee of Allied.
(d) During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which a judgment, decree, or final order has been issued enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws.
Page 22 of 31
(f) Each of Mr. Li Zhang, Ms. Yuhua Liu, Mr. Qiuli Zhao, Ms. Shuxian Liu, Mr. Heping Gao, Mr. Pingfang Han, Mr. Guobin Tan, Mr. Hailong Cao, Mr. Jinquan Shi, Mr. Xixian Dong, Mr. Houyun Yang, Mr. Shunxiang Xun, Ms. Xiuli He and Ms. Xiaoling Yu is a citizen of the People’s Republic of China. Each of Oriental Agriculture Co., Ltd., Trade Ever Holdings Limited, Faith Origins Limited, Allied Merit International Investment Inc. and Virtue World Limited is a company incorporated in the British Virgin Islands.
Item 3. | Source and Amount of Funds or Other Considerations. |
On March 8, 2013, the Reporting Persons and Fuer Merger Newco Ltd. (“Newco”), a Nevada corporation newly formed by the Reporting Persons for the purpose of effecting the Merger, filed a Schedule 13E-3 (the “Schedule 13E-3”) with the SEC announcing their intention to cause Newco to merger with the Company in a “short-form” merger under Section 92A.180 of the Nevada Revised Statute (the “Merger”). Pursuant to a Contribution Agreement by and between the Reporting Persons and Newco dated as of March 8, 2013 and attached hereto as Exhibit 99.2 (the “Contribution Agreement”), the Reporting Persons agreed to contribute their shares of Common Stock to Newco, whereupon Newco will hold approximately 97% of the outstanding shares of Common Stock. The Reporting Persons intend to cause the Merger to be completed immediately following the contribution of the shares of Common Stock to Newco. Upon the effective date of the Merger, each share of Common Stock (other than shares held by Newco, shares held in treasury and shares with respect to which dissenters’ rights have been properly exercised and not withdrawn or lost) will be cancelled and automatically converted into the right to receive $1.29 in cash, without interest. The total amount of funds expected to be required by Newco to pay the aggregate merger consideration for the outstanding shares of Common Stock (other than shares held by Newco, shares held in treasury and shares with respect to which dissenters’ rights have been properly exercised and not withdrawn or lost), and to pay related fees and expenses, is estimated to be approximately $660,000. Because Mr. Zhang, one of the Reporting Persons, has agreed to provide the necessary funding for the Merger to Newco from cash on hand pursuant to the Contribution Agreement, Newco has not arranged for any alternative financing arrangements. The Merger will not be subject to any financing conditions
Item 4. | Purpose of Transaction. |
The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference in this Item 4.
As provided in the Schedule 13E-3 filed by the Reporting Persons and Newco on March 8, 2013, the Reporting Persons intend to cause Newco to merge with the Company, with the Company being the surviving corporation of the Merger, as a means of acquiring all of the other shares of Common Stock not owned directly or indirectly by the Reporting Persons and providing a source of immediate liquidity to the holders of such shares of Common Stock. Following the Merger, the Reporting Persons will own 100% of the Common Stock. Once the Merger is effective, public trading in the Common Stock on the OTCQB Tier of the OTC Markets will cease. There will no longer be price quotations for the Common Stock and the registration of the Common Stock under the Act will be suspended.
In addition, as provided in the Schedule 13E-3, following the consummation of the Merger the Reporting Persons intend to enter into a shareholders agreement governing their respective rights and interests in the Company and its subsidiaries. Following the consummation of the Merger, the Reporting Persons plan to reorganize the corporate structure of the Company so as to terminate the variable interest entity (“VIE’) status of Qiqihar Fuer Agronomy Inc. (“Qiqihar Fuer”). In connection with this reorganization, and in consideration for the termination of certain agreements between Allied and the Company and the cancellation of certain warrants held by Allied, Mr. Zhang plans to transfer approximately 15% equity ownership in Qiqihar Fuer to Allied.
The Schedule 13E-3 and the Contribution Agreement are incorporated by reference into this Item 4 and any description hereof is qualified in its entirety by reference thereto.
Other than as described in Item 4 above, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other persons named in Item 2, has any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Company, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Page 23 of 31
Item 5. | Interest in Securities of the Issuer. |
The responses of the Reporting Persons to rows (7) through (13) of the cover page of this Schedule 13D are hereby incorporated by reference in this Item 5.
(a) and (b). The calculation of the following percentage is based on 12,958,031 shares of Common Stock outstanding as of March 8, 2013.
Oriental Agriculture Co., Ltd. (“Oriental Agriculture”) directly holds 7,327,749 shares of Common Stock, representing 56.6% of the total issued and outstanding shares. For the purposes of this Schedule 13D, Mr. Zhang, in his capacity as the sole shareholder and sole director of Oriental Agriculture, may be deemed the indirect beneficial owner of such 7,327,749 shares and has the sole voting and dispositive power over such shares. In addition, Mr. Zhang may be deemed the beneficial owner of 555,582 shares of Common Stock owned by his wife, Ms. Yuhua Liu; however, Mr. Zhang disclaims beneficial ownership of such shares held directly by Ms. Yuhua Liu.
As of the date of this Schedule 13D, Trade Ever Holdings Limited (“Trade Ever”) directly holds and has the sole voting and dispositive power over 1,269,884 shares of Common Stock, or approximately 9.8% of the outstanding shares of the Company.
As of the date of this Schedule 13D, Faith Origins Limited (“Faith Origins”) directly holds and has the sole voting and dispositive power over 1,243,968 shares of Common Stock, or approximately 9.6% of the outstanding shares of the Company.
As of the date of this Schedule 13D, Allied Merit International Investment Inc. (“Allied”) directly holds and has the sole voting and dispositive power over 1,018,868 shares of Common Stock, or approximately 7.9% of the outstanding shares of the Company. In addition, as of March 8, 2013, Allied holds currently exercisable Warrants to purchase 873,315 shares of Common Stock at the exercise price of $2.58 per share. Taking into account the 873,315 shares of Common Stock issuable upon the exercise of the Warrants, Allied would be deemed to beneficially own approximately 14.0% of the Common Stock. Pursuant to the Contribution Agreement described in Item 6 below, as of the effectiveness of the Merger, the Warrants will be automatically cancelled and terminated.
As of the date of this Schedule 13D, Virtue World Limited (“Virtue World”) directly holds and has the sole voting and dispositive power over 763,922 shares of Common Stock, or approximately 5.9% of the outstanding shares of the Company.
As of the date of this Schedule 13D, Yuhua Liu directly holds and has the sole voting and dispositive power over 555,582 shares of Common Stock, or approximately 4.3% of the outstanding shares of the Company.
As of the date of this Schedule 13D, Qiuli Zhao directly holds and has the sole voting and dispositive power over 50,000 shares of Common Stock, or approximately 0.4% of the outstanding shares of the Company.
As of the date of this Schedule 13D, Shuxian Liu directly holds and has the sole voting and dispositive power over 50,000 shares of Common Stock, or approximately 0.4% of the outstanding shares of the Company.
As of the date of this Schedule 13D, Heping Gao directly holds and has the sole voting and dispositive power over 40,000 shares of Common Stock, or approximately 0.3% of the outstanding shares of the Company.
Page 24 of 31
As of the date of this Schedule 13D, Pingfang Han directly holds and has the sole voting and dispositive power over 10,000 shares of Common Stock, or approximately 0.1% of the outstanding shares of the Company.
As of the date of this Schedule 13D, Guobin Tan directly holds and has the sole voting and dispositive power over 50,000 shares of Common Stock, or approximately 0.4% of the outstanding shares of the Company.
As of the date of this Schedule 13D, Hailong Cao directly holds and has the sole voting and dispositive power over 16,149 shares of Common Stock, or approximately 0.1% of the outstanding shares of the Company.
As of the date of this Schedule 13D, Jinquan Shi directly holds and has the sole voting and dispositive power over 30,000 shares of Common Stock, or approximately 0.2% of the outstanding shares of the Company.
As of the date of this Schedule 13D, Xixian Dong directly holds and has the sole voting and dispositive power over 60,074 shares of Common Stock, or approximately 0.5% of the outstanding shares of the Company.
As of the date of this Schedule 13D, Houyun Yang directly holds and has the sole voting and dispositive power over 54,063 shares of Common Stock, or approximately 0.4% of the outstanding shares of the Company.
As of the date of this Schedule 13D, Shunxiang Xun directly holds and has the sole voting and dispositive power over 20,000 shares of Common Stock, or approximately 0.2% of the outstanding shares of the Company.
As of the date of this Schedule 13D, Xiuli He directly holds and has the sole voting and dispositive power over 6,000 shares of Common Stock, or approximately 0.1% of the outstanding shares of the Company.
As of the date of this Schedule 13D, Xiaoling Yudirectly holds and has the sole voting and dispositive power over 3,000 shares of Common Stock, or approximately 0.02% of the outstanding shares of the Company.
Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this Schedule 13D shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13D held by any other person.
(c) Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other persons named in Item 2, has effected any transaction in the Common Stock during the past 60 days.
(d) To the knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The information set forth in Items 3 and 4 of this Statement is hereby incorporated by reference.
Contribution Agreement. On March 8, 2013, the Reporting Persons entered into the Contribution Agreement with Newco. Pursuant to the Contribution Agreement, the Reporting Persons have agreed to contribute immediately prior to the Merger an aggregate of 12, 569,259 shares of the Common Stock, or approximately 97% of the total shares of the Common Stock outstanding, to Newco. In consideration for the Reporting Persons’ contribution of their shares of Common Stock to Newco, Newco will issue shares of its common stock to the Reporting Persons in proportion to their contributed shares of Common Stock.
The foregoing descriptions of the terms of the Contribution Agreement are qualified in their entirety by reference to the full texts of such agreement attached hereto as Exhibit 99.2 and incorporated herein by reference.
Page 25 of 31
Item 7. | Materials to be Filed as Exhibits. |
Exhibit No. | Description | |
99.1 | Joint Filing Agreement, by and between the Reporting Persons, dated March 8, 2013. | |
99.2 | Contribution Agreement, by and between the Reporting Persons and Newco, dated March 8, 2013 (incorporated herein by reference to Exhibit (d) to the Schedule 13E-3 filed by the Reporting Persons and Newco on March 8, 2013). |
Page 26 of 31
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: March 8, 2013 | ||||
LI ZHANG | ||||
/s/ Li Zhang | ||||
Li Zhang | ||||
YUHUA LIU | ||||
/s/ Yuhua Liu | ||||
Yuhua Liu | ||||
ORIENTAL AGRICULTURE CO., LTD. | ||||
By: | /s/ Li Zhang | |||
Name: Li Zhang | ||||
Title: Sole Director | ||||
TRADE EVER HOLDINGS LIMITED | ||||
By: | /s/ Xi Liu | |||
Name: Xi Liu | ||||
Title: Sole Director | ||||
FAITH ORIGINS LIMITED | ||||
By: | /s/ Li Guo Li | |||
Name: Li Guo Li | ||||
Title: Sole Director | ||||
QIULI ZHAO | ||||
/s/ Qiuli Zhao | ||||
Qiuli Zhao | ||||
SHUXIAN LIU | ||||
/s/ Shuxian Liu | ||||
Shuxian Liu | ||||
HEPING GAO | ||||
/s/ Heping Gao | ||||
HepingGao |
Page 27 of 31
PINGFANG HAN | ||
/s/ Pingfang Han | ||
Pingfang Han |
GUOBIN TAN | ||
/s/ Guobin Tan | ||
Guobin Tan |
HAILONG CAO | ||
/s/ Hailong Cao | ||
Hailong Cao |
JINQUAN SHI | ||
/s/ Jinquan Shi | ||
Jinquan Shi |
ALLIED MERIT INTERNATIONAL INVESTMENT INC. | ||
By: | /s/ Gang Liu | |
Name: Title: | Gang Liu Sole Director |
VIRTUE WORLD LIMITED | ||
By: | /s/ Liping Zhang | |
Name: Title: | Liping Zhang Sole Director |
XIXIAN DONG | ||
/s/ Xixian Dong | ||
Xixian Dong |
HOUYUN YANG | ||
/s/ Houyun Yang | ||
Houyun Yang |
SHUNXIANG XUN | ||
/s/ Shunxiang Xun | ||
Shunxiang Xun |
XIULI HE | ||
/s/ Xiuli He | ||
Xiuli He |
XIAOLING YU | ||
/s/ Xiaoling Yu | ||
Xiaoling Yu |
Page 28 of 31