UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
EVER-GLORY INTERNATIONAL GROUP, INC.
________________________________________________________
(Name of Company)
Common Stock, $0.001 Par Value
____________________________________
(Title of Class of Securities)
299766204
___________________________
(CUSIP Number)
Edward Yihua Kang President/CEO Ever-Glory Commercial Center, 509 Chengxin Road, Jiangning Development Zone, Nanjing, Jiangsu Province, Peoples Republic of China (8625) 5209-6875 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 7, 2010
____________________________________________
(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.
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).
PERSON 1
1 | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | |
Ever-Glory Enterprises (H.K.) Ltd. |
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 ITEMS 2(d) OR 2(e) ¨ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
British Virgin Islands |
NUMBER OF | 7 | SOLE VOTING POWER |
SHARES | ||
BENEFICIALLY | 5,623,098 | |
OWNED BY | ||
EACH | 8 | SHARED VOTING POWER |
REPORTING | ||
PERSON WITH | -- | |
9 | SOLE DISPOSITIVE POWER | |
5,623,098 | ||
10 | SHARED DISPOSITIVE POWER | |
-- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5,623,098 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
38.12%* |
14 | TYPE OF REPORTING PERSON |
OO |
*Percentage is calculated on the basis of 14,750,783 shares of common stock outstanding as of August 10, 2009, based upon information set forth in the Form 10-Q filed by the Company on August 12, 2010,
PERSON 2
1 | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | |
Xiaodong Yan |
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 ITEMS 2(d) OR 2(e) ¨ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
People’s Republic of China |
NUMBER OF | 7 | SOLE VOTING POWER |
SHARES | ||
BENEFICIALLY | 6,002,338 (1) | |
OWNED BY | ||
EACH | 8 | SHARED VOTING POWER |
REPORTING | ||
PERSON WITH | -- | |
9 | SOLE DISPOSITIVE POWER | |
6,002,338 (1) | ||
10 | SHARED DISPOSITIVE POWER | |
-- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
6,002,338 (1) | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
40.69%* |
14 | TYPE OF REPORTING PERSON |
IN |
(1) | Mr. Yan is deemed to be the “beneficial owner” of 5,623,098 shares held by Ever-Glory Enterprises (H.K.) Ltd. in accordance with Rule 13d-3(b) of the Securities Exchange Act of 1934. |
*Percentage is calculated on the basis of 14,750,783 shares of common stock outstanding as of August 10, 2009, based upon information set forth in the Form 10-Q filed by the Company on August 12, 2010,
Item 1. | Security and Issuer. |
This Schedule 13D (“Statement”) relates to the common stock, par value $0.0001 per share, of Ever-Glory International Group, Inc. (the “Issuer”). The principal executive office of the Issuer is located at Ever-Glory Commercial Center, 509 Chengxin Road, Jiangning Development Zone, Nanjing, Jiangsu Province, Peoples Republic of China.
Item 2. | Identity and Background. |
(a) The Statement is filed by Yan Xiaodong (“Reporting Person”).
(b) The address of the Reporting Person is Room 606, No 49, Baiziting, Xuanwu District, Nanjing, Jiangsu Province, Peoples Republic of China.
(c) The Reporting Person is the director and sole shareholder of Ever-Glory Enterprises (H.K.) Ltd. located at Akara Building, 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.
(d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person, during the last five years, was not party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person 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) The Reporting Person is a citizen of the People’s Republic of China.
Item 3. | Source and Amount of Funds and Other Consideration. |
The event that required this Schedule 13D to be filed, which was prior to the Reverse Split, was that 33,910,256 shares of Common Stock were acquired by Ever-Glory HK in exchange for the Ever-Glory HK’s ownership interests of (i) Nanjing Catch-Luck Garments Co., Ltd. (“Catch-Luck”), a PRC limited liability company and wholly owned subsidiary of Ever-Glory HK, pursuant to a Agreement for the Purchase and Sale of Stock dated June 26, 2006 as amended on August 31, 2006 (the “Catch-Luck Agreement”) by and among the Company, Perfect Dream, Ltd., Catch Luck and Ever-Glory HK and (ii) Nanjing New-Tailun Garments Co. Ltd. (“New Tailun”), a PRC limited liability company and wholly-owned subsidiary of Ever-Glory HK pursuant to an Agreement for the Purchase and Sale of Stock dated December 30, 2006 (the “New Tailun Agreement”) by and among the Company, Perfect Dream, Ltd., New Tailun and Ever-Glory HK. All of the issued and outstanding shares of common stock of Catch-Luck and New Tailun were exchanged for 33,910,256 shares of the Company’s Common Stock and other consideration pursuant to the Catch-Luck Agreement and the New Tailun Agreement. Mr. Yan is the sole shareholder, officer and director of Ever-Glory HK therefore has indirect beneficial ownership of the 33,910,256 shares of Common Stock of the Company issued to Ever-Glory HK pursuant to the Catch-Luck Agreement and the New Tailun Agreement.
On May 3, 2010, the Company issued 1,153,846 shares of the Common Stock to Ever-Glory HK as a result of Catch-Luck’s achievement of certain financial targets for the fiscal year ended December 31, 2009. No funds or other consideration were used in making such purchases.
Item 4. | Purpose of Transaction. |
The purpose of the acquisition of the shares of Common Stock is disclosed in Item 3 above, which response is incorporated by reference into this Item 4.
Item 5. | Interest in Securities of the Company. |
(a) The aggregate number and percentage of class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person named in Item 2 may be found in rows 11 and 13 of the Cover Pages relating to each of the Reporting Persons, which hereby is incorporated by reference. Applicable percentages are based upon 13,548,498 shares of common stock outstanding as of May 12, 2009.
(b) The powers that the Reporting Persons identified in the preceding paragraph have relative to the shares discussed herein may be found in rows 7 through 10 of the Cover Pages relating to each of the Reporting Persons, which hereby is incorporated by reference.
(c) Not applicable except as discussed above.
(d) 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 such securities.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company. |
Ever-Glory HK entered into an Agreement for the Purchase and Sale of Stock dated June 26, 2006 as amended on August 31, 2006 with the Company, as discussed in further detail in Item 4 herein.
Item 7. | Material to be Filed as Exhibits. |
None
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: October 7, 2010 | /s/ Xiaodong Yan | |
Ever-Glory Enterprises (H.K.) Ltd. | ||
By: Xiaodong Yan, Director |
/s/ Xiaodong Yan | ||
Xiaodong Yan, individually | ||