UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CHINA SHEN ZHOU MINING & RESOURCES, INC.
(formerly: EARTH PRODUCTS & TECHNOLOGIES INC)
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
(CUSIP Number)
Xiaojing Yu
China Shen Zhou Mining & Resources, Inc.
No.166 Fushi Road, Zeyang Tower, Suite 305, Shijingshan District
Beijing, China 100043
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(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 §§ 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 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).
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | |
| Xiaojing Yu | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
| | | | (b) x |
|
3 | SEC USE ONLY |
|
4 | SOURCE OF FUNDS |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ |
|
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| | |
| People’s Republic of China | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7 | SOLE VOTING POWER 15,167,000 | |
8 | | |
9 | SOLE DISPOSITIVE POWER 15,167,000 | |
10 | SHARED DISPOSITIVE POWER None | |
| | | | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
| 15,167,000 |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
|
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | | |
| 54.2% | |
14 | TYPE OF REPORTING PERSON |
| | | |
| IN | |
CUSIP NO.: 16942H 10 9
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | |
| Xueming Xu | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
| | | | (b) x |
|
3 | SEC USE ONLY |
|
4 | SOURCE OF FUNDS |
| OO |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ |
|
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| | | |
| People’s Republic of China | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7 | SOLE VOTING POWER 1,870,000 | |
8 | | |
9 | SOLE DISPOSITIVE POWER 1,870,000 | |
10 | SHARED DISPOSITIVE POWER None | |
| | | | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | | |
| 1,870,000 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ |
|
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | | |
| 6.7% | |
14 | TYPE OF REPORTING PERSON |
| | | |
| IN | | |
EXPLANATORY NOTE: This Amendment No. 3 amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on December 9, 2008, as amended on February 17, 2009 (as amended, the Schedule 13D) and as amended on August 18, 2009 and is being filed on behalf of Xiaojing Yu and Xueming Xu (collectively the “Reporting Persons”) to report that the amount of Common Stock owned by Xiaojing Yu and Xueming Xu have decreased, and that such increase resulted solely from open market sale of the Common Stock.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended by adding the following as the last paragraphs thereof:
This Amendment No. 3 to Schedule 13D also reflects the Reporting Persons’ sale from October 21, 2001 to November 2, 2010 of the Issuer’s Common Stock (see item 5 below). No funds were expended in connection with the foregoing transactions.
ITEM 5. Interest in Securities of the Issuer.
(a) | See Rows 11 and 13 of the Cover Pages. |
(b) | See Rows 7 through 10 of the Cover Pages. The Reporting Person has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of the shares reported by it in Item 5(a). |
(c) | The following transactions in the Common Stock of the Issuer were effected during the past sixty days |
Xiaojing Yu
Date | Type | Amount of Shares | Price/Share |
10/27/10 | open market sale | 10,000 | $3.61 |
10/26/10 | open market sale | 20,000 | $3.50 |
10/26/10 | open market sale | 20,000 | $3.70 |
10/25/10 | open market sale | 10,000 | $3.40 |
10/25/10 | open market sale | 10,000 | $3.40 |
10/25/10 | open market sale | 30,000 | $3.30 |
Xueming Xu
Date | Type | Amount of Shares | Price/Share |
10/21/2010 | open market sale | 30,000 | $4.11 |
10/21/2010 | open market sale | 5,000 | $4.03 |
10/21/2010 | open market sale | 3,900 | $4.05 |
10/21/2010 | open market sale | 1,000 | $4.13 |
10/22/2010 | open market sale | 10,000 | $3.16 |
10/22/2010 | open market sale | 10,000 | $3.18 |
10/25/2010 | open market sale | 15,000 | $3.24 |
10/25/2010 | open market sale | 5,000 | $3.35 |
10/26/2010 | open market sale | 5,000 | $3.70 |
10/26/2010 | open market sale | 5,000 | $3.50 |
10/26/2010 | open market sale | 5,000 | $3.30 |
11/1/2010 | open market sale | 10,000 | $2.50 |
11/2/2010 | open market sale | 15,100 | $2.40 |
(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 Shares reported in Item 5(a). |
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.
Reporting Person:
Date: November 8, 2010
| | /s/ Xiaojing Yu | |
| | Name: Xiaojing Yu | |
| | Title: CEO and Director | |
| | /s/ Xueming Xu | |
| | Name: Xueming Xu | |
| | Title: Director | |