UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
240.13d-2(a)
(Amendment No.1)
China Shengda Packaging Group Inc.
(Name of Issuer)
COMMON STOCK, PAR VALUE US$0.001 PER SHARE
(Title of Class of Securities)
16950v 206
(CUSIP Number)
| Nengbin Fang |
| No. 2 Beitang Road |
| Xiaoshan Economic and Technological Development Zone |
| Hangzhou, Zhejiang Province 311215 |
| People’s Republic of China |
| + 86 571 8283 8805 |
With a copy to:
Ling Huang, Esq.
Cleary Gottlieb Steen & Hamilton LLP
45th Floor, Fortune Financial Center
5 Dong San Huan Zhong Lu
Chaoyang District, Beijing 100020
People’s Republic of China
Telephone: +86 10 5920 1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 15, 2015
(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 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. 16950v 206 | Page 2 of 26 Pages |
| 1. | NAMES OF REPORTING PERSONS NENGBIN FANG | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] |
| |||
| 3. | SEC USE ONLY | ||||
| 4. | SOURCE OF FUNDS OO | ||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] | ||||
| 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 | 0 | ||
| 8. | SHARED VOTING POWER | 0 | |||
| 9. | SOLE DISPOSITIVE POWER | 0 | |||
| 10. | SHARED DISPOSITIVE POWER | 0 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||||
| 14. | TYPE OF REPORTING PERSON IN | ||||
| CUSIP No. 16950v 206 | Page 3 of 26 Pages |
| 1. | NAMES OF REPORTING PERSONS WUXIAO FANG | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||||
| 3. | SEC USE ONLY | ||||
| 4. | SOURCE OF FUNDS OO | ||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] | ||||
| 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 | 0 | ||
| 8. | SHARED VOTING POWER | 0 | |||
| 9. | SOLE DISPOSITIVE POWER | 0 | |||
| 10. | SHARED DISPOSITIVE POWER | 0 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||||
| 14. | TYPE OF REPORTING PERSON IN | ||||
| CUSIP No. 16950v 206 | Page 4 of 26 Pages |
| 1. | NAMES OF REPORTING PERSONS CONGYI FANG | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||||
| 3. | SEC USE ONLY | ||||
| 4. | SOURCE OF FUNDS OO | ||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] | ||||
| 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 | 0 | ||
| 8. | SHARED VOTING POWER | 0 | |||
| 9. | SOLE DISPOSITIVE POWER | 0 | |||
| 10. | SHARED DISPOSITIVE POWER | 0 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||||
| 14. | TYPE OF REPORTING PERSON IN | ||||
| CUSIP No. 16950v 206 | Page 5 of 26 Pages |
| 1. | NAMES OF REPORTING PERSONS YUEMING QI | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||||
| 3. | SEC USE ONLY | ||||
| 4. | SOURCE OF FUNDS OO | ||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] | ||||
| 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 | 0 | ||
| 8. | SHARED VOTING POWER | 0 | |||
| 9. | SOLE DISPOSITIVE POWER | 0 | |||
| 10. | SHARED DISPOSITIVE POWER | 0 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||||
| 14. | TYPE OF REPORTING PERSON IN | ||||
| CUSIP No. 16950v 206 | Page 6 of 26 Pages |
| 1. | NAMES OF REPORTING PERSONS BAISHUN SHEN | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||||
| 3. | SEC USE ONLY | ||||
| 4. | SOURCE OF FUNDS OO | ||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] | ||||
| 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 | 0 | ||
| 8. | SHARED VOTING POWER | 0 | |||
| 9. | SOLE DISPOSITIVE POWER | 0 | |||
| 10. | SHARED DISPOSITIVE POWER | 0 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||||
| 14. | TYPE OF REPORTING PERSON IN | ||||
| CUSIP No. 16950v 206 | Page 7 of 26 Pages |
| 1. | NAMES OF REPORTING PERSONS GUOFANG WANG | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ] | |||
| 3. | SEC USE ONLY | ||||
| 4. | SOURCE OF FUNDS OO | ||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] | ||||
| 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 | 0 | ||
| 8. | SHARED VOTING POWER | 0 | |||
| 9. | SOLE DISPOSITIVE POWER | 0 | |||
| 10. | SHARED DISPOSITIVE POWER | 0 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||||
| 14. | TYPE OF REPORTING PERSON IN | ||||
| CUSIP No. 16950v 206 | Page 8 of 26 Pages |
| 1. | NAMES OF REPORTING PERSONS ZUMAO SHI | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||||
| 3. | SEC USE ONLY | ||||
| 4. | SOURCE OF FUNDS OO | ||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] | ||||
| 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 | 0 | ||
| 8. | SHARED VOTING POWER | 0 | |||
| 9. | SOLE DISPOSITIVE POWER | 0 | |||
| 10. | SHARED DISPOSITIVE POWER | 0 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||||
| 14. | TYPE OF REPORTING PERSON IN | ||||
| CUSIP No. 16950v 206 | Page 9 of 26 Pages |
| 1. | NAMES OF REPORTING PERSONS LANFANG ZHANG | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||||
| 3. | SEC USE ONLY | ||||
| 4. | SOURCE OF FUNDS OO | ||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] | ||||
| 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 | 0 | ||
| 8. | SHARED VOTING POWER | 0 | |||
| 9. | SOLE DISPOSITIVE POWER | 0 | |||
| 10. | SHARED DISPOSITIVE POWER | 0 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||||
| 14. | TYPE OF REPORTING PERSON IN | ||||
| CUSIP No. 16950v 206 | Page 10 of 26 Pages |
| 1. | NAMES OF REPORTING PERSONS BIGTREE CAPITAL LIMITED | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||||
| 3. | SEC USE ONLY | ||||
| 4. | SOURCE OF FUNDS OO | ||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] | ||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER | 0 | ||
| 8. | SHARED VOTING POWER | 0 | |||
| 9. | SOLE DISPOSITIVE POWER | 0 | |||
| 10. | SHARED DISPOSITIVE POWER | 0 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||||
| 14. | TYPE OF REPORTING PERSON CO | ||||
| CUSIP No. 16950v 206 | Page 11 of 26 Pages |
| 1. | NAMES OF REPORTING PERSONS ZHANGGEN XU | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||||
| 3. | SEC USE ONLY | ||||
| 4. | SOURCE OF FUNDS OO | ||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] | ||||
| 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 | 0 | ||
| 8. | SHARED VOTING POWER | 0 | |||
| 9. | SOLE DISPOSITIVE POWER | 0 | |||
| 10. | SHARED DISPOSITIVE POWER | 0 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||||
| 14. | TYPE OF REPORTING PERSON IN | ||||
| CUSIP No. 16950v 206 | Page 12 of 26 Pages |
| 1. | NAMES OF REPORTING PERSONS JINFA YE | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||||
| 3. | SEC USE ONLY | ||||
| 4. | SOURCE OF FUNDS OO | ||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] | ||||
| 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 | 0 | ||
| 8. | SHARED VOTING POWER | 0 | |||
| 9. | SOLE DISPOSITIVE POWER | 0 | |||
| 10. | SHARED DISPOSITIVE POWER | 0 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||||
| 14. | TYPE OF REPORTING PERSON IN | ||||
| CUSIP No. 16950v 206 | Page 13 of 26 Pages |
| 1. | NAMES OF REPORTING PERSONS HUOHONG WANG | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||||
| 3. | SEC USE ONLY | ||||
| 4. | SOURCE OF FUNDS OO | ||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] | ||||
| 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 | 0 | ||
| 8. | SHARED VOTING POWER | 0 | |||
| 9. | SOLE DISPOSITIVE POWER | 0 | |||
| 10. | SHARED DISPOSITIVE POWER | 0 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||||
| 14. | TYPE OF REPORTING PERSON IN | ||||
| CUSIP No. 16950v 206 | Page 14 of 26 Pages |
| 1. | NAMES OF REPORTING PERSONS DALIANG TENG | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||||
| 3. | SEC USE ONLY | ||||
| 4. | SOURCE OF FUNDS OO | ||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] | ||||
| 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 | 0 | ||
| 8. | SHARED VOTING POWER | 0 | |||
| 9. | SOLE DISPOSITIVE POWER | 0 | |||
| 10. | SHARED DISPOSITIVE POWER | 0 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||||
| 14. | TYPE OF REPORTING PERSON IN | ||||
| CUSIP No. 16950v 206 | Page 15 of 26 Pages |
| 1. | NAMES OF REPORTING PERSONS HAIHUA YU | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||||
| 3. | SEC USE ONLY | ||||
| 4. | SOURCE OF FUNDS OO | ||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] | ||||
| 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 | 0 | ||
| 8. | SHARED VOTING POWER | 0 | |||
| 9. | SOLE DISPOSITIVE POWER | 0 | |||
| 10. | SHARED DISPOSITIVE POWER | 0 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||||
| 14. | TYPE OF REPORTING PERSON IN | ||||
| CUSIP No. 16950v 206 | Page 16 of 26 Pages |
| 1. | NAMES OF REPORTING PERSONS ENVISION CAPITAL PARTNERS, L.P. | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||||
| 3. | SEC USE ONLY | ||||
| 4. | SOURCE OF FUNDS OO | ||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] | ||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER | 0 | ||
| 8. | SHARED VOTING POWER | 0 | |||
| 9. | SOLE DISPOSITIVE POWER | 0 | |||
| 10. | SHARED DISPOSITIVE POWER | 0 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||||
| 14. | TYPE OF REPORTING PERSON LP | ||||
| CUSIP No. 16950v 206 | Page 17 of 26 Pages |
| 1. | NAMES OF REPORTING PERSONS CSV CHINA OPPORTUNITIES FUND, L.P. | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||||
| 3. | SEC USE ONLY | ||||
| 4. | SOURCE OF FUNDS OO | ||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] | ||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER | 0 | ||
| 8. | SHARED VOTING POWER | 0 | |||
| 9. | SOLE DISPOSITIVE POWER | 0 | |||
| 10. | SHARED DISPOSITIVE POWER | 0 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||||
| 14. | TYPE OF REPORTING PERSON LP | ||||
| CUSIP No. 16950v 206 | Page 18 of 26 Pages |
| 1. | NAMES OF REPORTING PERSONS RAY SHI CHINA SMALL MID CAP SELECT FUND | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||||
| 3. | SEC USE ONLY | ||||
| 4. | SOURCE OF FUNDS OO | ||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] | ||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF DELAWARE | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER | 0 | ||
| 8. | SHARED VOTING POWER | 0 | |||
| 9. | SOLE DISPOSITIVE POWER | 0 | |||
| 10. | SHARED DISPOSITIVE POWER | 0 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||||
| 14. | TYPE OF REPORTING PERSON OO | ||||
| CUSIP No. 16950v 206 | Page 19 of 26 Pages |
| 1. | NAMES OF REPORTING PERSONS LB HOLDINGS II, LLC | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||||
| 3. | SEC USE ONLY | ||||
| 4. | SOURCE OF FUNDS OO | ||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] | ||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF DELAWARE | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER | 0 | ||
| 8. | SHARED VOTING POWER | 0 | |||
| 9. | SOLE DISPOSITIVE POWER | 0 | |||
| 10. | SHARED DISPOSITIVE POWER | 0 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||||
| 14. | TYPE OF REPORTING PERSON CO | ||||
| CUSIP No. 16950v 206 | Page 20 of 26 Pages |
| 1. | NAMES OF REPORTING PERSONS NEWBERG ROAD PARTNERS, L.P. | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||||
| 3. | SEC USE ONLY | ||||
| 4. | SOURCE OF FUNDS OO | ||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] | ||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF TEXAS | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER | 0 | ||
| 8. | SHARED VOTING POWER | 0 | |||
| 9. | SOLE DISPOSITIVE POWER | 0 | |||
| 10. | SHARED DISPOSITIVE POWER | 0 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | ||||
| 14. | TYPE OF REPORTING PERSON LP | ||||
This Amendment No.1 amends and supplements (i) the statement on Schedule 13D jointly filed by Mr. Nengbing Fang (the “Chairman”), Mr. Wuxiao Fang, Ms. Congyi Fang, Mr. Yueming Qi, Mr. Baishun Shen, Mr. Guofang Wang, Mr. Zumao Shi, Ms. Lanfang Zhang, Bigtree Capital Limited, Mr. Zhanggen Xu, Mr. Jinfa Ye, Mr. Huohong Wang, Mr. Daliang Teng, Ms. Haihua Yu, Envision Capital Partners, L.P., CSV China Opportunities Fund, L.P., Ray Shi China Small Mid Cap Select Fund, LB Holdings II, LLC and Newberg Road Partners, L.P. (collectively, the “Reporting Persons”) with respect to China Shengda Packaging Group Inc. (the “Issuer”) with the United States Securities and Exchange Commission (the “SEC”) on May 21, 2015 (the “Reporting Persons’ Original Schedule 13D”), and (ii) the statement on Schedule 13D filed on October 29, 2012, by the Chairman, Mr. Wuxiao Fang and Ms. Congyi Fang with respect to the Issuer with the SEC (the “Original Schedule 13D”), as amended and/or supplemented by Amendment No.1 to the Original Schedule 13D filed on November 13, 2012 and the Reporting Persons’ Original Schedule 13D. Capitalized terms used but not defined herein have the meanings assigned to them in the Reporting Persons’ Original Schedule 13D.
| ITEM 4 | PURPOSE OF TRANSACTION |
Item 4 is hereby amended and supplemented as follows:
On September 14, 2015, pursuant to the Contribution Agreement, the Reporting Persons contributed to Parent an aggregate number of 7,041,997 shares of the Common Stock held by them in exchange for 7,041,996 ordinary shares of Parent issued directly or indirectly to the Reporting Persons (Chairman SPV has subscribed one (1) ordinary share of Parent in connection with the formation of Parent). Concurrently with such contribution, Chairman SPV additionally subscribed for an aggregate number of 758,621 ordinary shares of Parent at a price of US$7.25 per share. Thereafter, Parent contributed all of the Common Stock it owned to Merger Sub, and Merger Sub directly held 7,041,997 shares of Common Stock, or approximately 90.8% of the total outstanding shares of Common Stock.
On September 15, 2015, the Issuer and Merger Sub filed Articles of Merger with the Secretary of State of the State of Nevada, pursuant to which the Merger became effective on September 15, 2015. As a result of the Merger, Merger Sub merged with and into the Issuer, with the Issuer as the surviving corporation in the Merger and a wholly owned subsidiary of Parent.
At the effective time of the Merger, the shares of the Common Stock held by Merger Sub immediately prior to the Merger were cancelled for no consideration, and each share of the Common Stock not owned by Merger Sub immediately prior to the Merger was converted into the right to receive US$7.25 in cash, without interest.
On September 15, 2015, in connection with the completion of the Merger, the Issuer notified the NASDAQ Stock Market LLC (the “NASDAQ”) of its intent to remove its Common Stock from listing on the NASDAQ Capital Market and requested the NASDAQ to file a delisting application on Form 25 with the SEC to delist and deregister its Common Stock. The Issuer, as the surviving entity of the Merger, will file a Form 15 (Certification of Termination of Registration of a Class of Security) with the SEC, requesting the deregistration of the Common Stock and the suspension of the Issuer’s reporting obligations under Sections 13 and 15(d) of the Act.
| ITEM 5 | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 is hereby amended and restated in its entirety as follows:
| (a) -(b) | As a result of the Merger, the Reporting Persons do not beneficially own any shares of the Common Stock or have any voting power or dispositive power over any shares of the Common Stock. |
| (c) | Other than the transactions described in Item 4, none of the Reporting Persons has effected any transactions in the shares of the Common Stock during the past 60 days. |
| (d) | Not applicable. |
| (e) | September 15, 2015. |
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: September 15, 2015
NENGBIN FANG
By:/s/ Nengbin Fang
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WUXIAO FANG
By:/s/ Nengbin Fang Nengbin Fang Attorney-in-fact
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CONGYI FANG
By:/s/ Nengbin Fang Nengbin Fang Attorney-in-fact
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YUEMING QI
By:/s/ Nengbin Fang Nengbin Fang Attorney-in-fact
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BAISHUN SHEN
By:/s/ Nengbin Fang Nengbin Fang Attorney-in-fact
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GUOFANG WANG
By:/s/ Nengbin Fang Nengbin Fang Attorney-in-fact
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ZUMAO SHI
By:/s/ Nengbin Fang Nengbin Fang Attorney-in-fact
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LANFANG ZHANG
By:/s/ Nengbin Fang Nengbin Fang Attorney-in-fact
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BIGTREE CAPITAL LIMITED
By:/s/ Nengbin Fang Nengbin Fang Attorney-in-fact
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ZHANGGEN XU
By:/s/ Nengbin Fang Nengbin Fang Attorney-in-fact
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JINFA YE
By:/s/ Nengbin Fang Nengbin Fang Attorney-in-fact
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HUOHONG WANG
By:/s/ Nengbin Fang Nengbin Fang Attorney-in-fact
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DALIANG TENG
By:/s/ Nengbin Fang Nengbin Fang Attorney-in-fact
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HAIHUA YU
By:/s/ Nengbin Fang Nengbin Fang Attorney-in-fact
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ENVISION CAPITAL PARTNERS, L.P.
By:/s/ Nengbin Fang Nengbin Fang Attorney-in-fact
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CSV CHINA OPPORTUNITIES FUND, L.P.
By:/s/ Nengbin Fang Nengbin Fang Attorney-in-fact
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RAY SHI CHINA SMALL MID CAP SELECT FUND
By:/s/ Nengbin Fang Nengbin Fang Attorney-in-fact
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LB HOLDINGS II, LLC
By:/s/ Nengbin Fang Nengbin Fang Attorney-in-fact
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NEWBERG ROAD PARTNERS, L.P.
By:/s/ Nengbin Fang Nengbin Fang Attorney-in-fact
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