Eason Technology Ltd — Major Shareholding Notification 2012

Jan 17, 2012

SC 13G/A 1 d284113dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

China Xiniya Fashion Limited

(Name of Issuer)

Ordinary Shares, par value US$0.00005 per share

(Title of Class of Securities)

G2162C 106

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

• 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).

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13G

CUSIP No. G2162C 106 Page 2 of 7

1	NAMES OF REPORTING PERSONS Qiming Xu
2	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION People’s Republic of
China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 133,982,812 Ordinary Shares 1 Qiming Investment Limited may also be deemed to have sole voting
power with respect to 133,884,000 Ordinary Shares.
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 133,982,812 Ordinary Shares 1 Qiming Investment Limited may also be deemed to have sole
dispositive power with respect to 133,884,000 Ordinary Shares.
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 133,982,812 Ordinary Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 57.8%
12	TYPE OF REPORTING
PERSON IN

1 Includes (i) 98,812 Ordinary Shares represented by 24,703 American Depositary Shares held by Mr. Qiming Xu and (ii) 133,884,000 Ordinary Shares held by Qiming Investment Limited, of which Mr. Qiming Xu is the sole owner.

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13G

CUSIP No. G2162C 106 Page 3 of 7

1	NAMES OF REPORTING PERSONS Qiming Investment Limited
2	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION British Virgin
Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 133,884,000 Ordinary Shares Qiming Xu may also be deemed to have sole voting power with
respect to these shares.
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 133,884,000 Ordinary Shares Qiming Xu may also be deemed to have sole dispositive power with
respect to these shares.
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 133,884,000 Ordinary Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 57.7%
12	TYPE OF REPORTING
PERSON CO

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Item 1	(a)	Name of Issuer
		China Xiniya Fashion Limited
Item 1	(b)	Address of Issuer’s Principal Executive Offices
		4 th Floor, 33 Wang Hai Road Xiamen Software Park Phase II Xiamen City, Fujian Province 361000 People’s Republic of China
Item 2	(a)	Name of Person Filing
		(i) Qiming Xu (ii) Qiming
Investment Limited
Item 2	(b)	Address of Principal Business Office
		(i) The address of the principal business office of Qiming Xu is 4 th Floor, 33 Wang Hai Road, Xiamen Software Park Phase II, Xiamen City,
Fujian Province 361000, People’s Republic of China.
		(ii) The address of the principal business office of Qiming Investment Limited is Kingston
Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.
Item 2	(c)	Citizenship or Place of Organization
		(i) Qiming Xu is a citizen of the People’s
Republic of China. (ii) Qiming Investment Limited is a limited liability company incorporated in the British
Virgin Islands.
Item 2	(d)	Title of Class of Securities
		Ordinary Shares, par value US$0.00005 per share
Item 2	(e)	CUSIP Number
		G2162C 106
Item 3	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is:
	(a)	¨	A broker or dealer registered under Section 15 of the Act;
	(b)	¨	A bank as defined in Section 3(a)(6) of the Act;
	(c)	¨	An insurance company as defined in Section 3(a)(19) of the Act;
	(d)	¨	An investment company registered under Section 8 of the Investment Company Act of 1940;
	(e)	¨	An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;
	(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
	(k)	¨	A group, in accordance with Rule 13d-1(b)(1)(ii)(K).
	Not applicable

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Item 4
The following information with respect to the ownership of the Ordinary Shares of the Issuer by each of the reporting persons is provided as of December 31,
2011:

Reporting Person — Qiming Xu	133,982,812	57.8 %	133,982,812	—	133,982,812	—
Qiming Investment Limited	133,884,000	57.7 %	133,884,000	—	133,884,000	—

| | Qiming Investment Limited is the record holder of 133,884,000 Ordinary Shares of the Issuer. Mr. Qiming Xu is the sole beneficial owner of Qiming Investment Limited.
Pursuant to Rule 13d-3 under the Act, Mr. Qiming Xu may be deemed to be the beneficial owner of the Ordinary Shares owned by Qiming Investment Limited. |
| --- | --- |
| | In addition, Mr. Qiming Xu holds 24,703 American Depositary Shares, representing 98,812 Ordinary Shares of the Issuer. |
| Item 5 | Ownership of Five Percent or Less of a Class |
| | Not applicable |
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person |
| | Not applicable |
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
| | Not applicable |
| Item 8 | Identification and Classification of Members of the Group |
| | Not applicable |
| Item 9 | Notice of Dissolution of Group |
| | Not applicable |
| Item 10 | Certifications |
| | Not applicable |

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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.

Date: January 17, 2012

Qiming Xu
By:	/s/ Qiming Xu
	Name: Qiming Xu
Qiming Investment Limited
By:	/s/ Qiming Xu
	Name: Qiming Xu
	Title: Chairman

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EXHIBIT INDEX

A. Joint Filing Agreement, dated January 17, 2012, by and among Qiming Xu and Qiming Investment Limited

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