Eason Technology Ltd — Major Shareholding Notification 2013

Feb 13, 2013

SC 13G 1 xny_sc13g.htm SCHEDULE 13G xny_sc13g.htm - Generated by SEC Publisher for SEC Filing

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. 2)*

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, 2012
(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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SCHEDULE 13G CUSIP No. G2162C 106

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 Re public of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER
		134,359,960 Ordinary Shares (1)
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		134,359,960 Ordinary Shares (2)
		.
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	134,359,960 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
	59.0%
12	TYPE OF REPORTING PERSON
	IN

(1)	Includes 134,137,740 Ordinary Shares beneficially owned by Qiming Xu through Qiming Investment Limited and 222,220 Ordinary Shares directly held by Qiming Xu
(2)	Includes 134,137,740 Ordinary Shares beneficially owned by Qiming Xu through Qiming Investment Limited and 222,220 Ordinary Shares directly held by Qiming Xu

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(3) SCHEDULE 13G

CUSIP No. G2162C 106

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
		134,137,740 Ordinary Shares
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		134,137,740 Ordinary Shares
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	134,137,740 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
	58.9%
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
	Mr. Qiming Xu and Qiming Investment Limited are making this joint filing pursuant to Rule 13d- 1(k) of the Act because each of them is reporting as to the beneficial ownership of the same securities and because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing or anything contained herein shall be deemed to be an admission by the reporting persons that a group exists.
	(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;

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	(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
Item 4	Ownership
	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, 2012:

Reporting Person

	Mr Qiming Xu is the record holder of 222,220 Ordinary Shares of the Issuer.
	Qiming Investment Limited is the record holder of 134,137,740 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.
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

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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: February 11, 2013

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EXHIBIT INDEX

A. Joint Filing Agreement, dated February 11, 2013, by and among Qiming Xu and Qiming Investment Limited

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Exhibit A

Joint Filing Agreement

The undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares, par value US$0.00005 per share, of China Xiniya Fashion Limited, dated as of January 10, 2012, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

Date: February 11, 2013