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. |
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
|
|
WUXIAO FANG
By: /s/ Nengbin Fang
Nengbin Fang
Attorney-in-fact
|
|
CONGYI FANG
By: /s/ Nengbin Fang
Nengbin Fang
Attorney-in-fact
|
|
YUEMING QI
By: /s/ Nengbin Fang
Nengbin Fang
Attorney-in-fact
|
|
BAISHUN SHEN
By: /s/ Nengbin Fang
Nengbin Fang
Attorney-in-fact
|
|
GUOFANG WANG
By: /s/ Nengbin Fang
Nengbin Fang
Attorney-in-fact
|
|
ZUMAO SHI
By: /s/ Nengbin Fang
Nengbin Fang
Attorney-in-fact
|
|
LANFANG ZHANG
By: /s/ Nengbin Fang
Nengbin Fang
Attorney-in-fact
|
|
BIGTREE CAPITAL LIMITED
By: /s/ Nengbin Fang
Nengbin Fang
Attorney-in-fact
|
|
ZHANGGEN XU
By: /s/ Nengbin Fang
Nengbin Fang
Attorney-in-fact
|
|
JINFA YE
By: /s/ Nengbin Fang
Nengbin Fang
Attorney-in-fact
|
|
HUOHONG WANG
By: /s/ Nengbin Fang
Nengbin Fang
Attorney-in-fact
|
|
DALIANG TENG
By: /s/ Nengbin Fang
Nengbin Fang
Attorney-in-fact
|
|
HAIHUA YU
By: /s/ Nengbin Fang
Nengbin Fang
Attorney-in-fact
|
|
ENVISION CAPITAL PARTNERS, L.P.
By: /s/ Nengbin Fang
Nengbin Fang
Attorney-in-fact
|
|
CSV CHINA OPPORTUNITIES FUND, L.P.
By: /s/ Nengbin Fang
Nengbin Fang
Attorney-in-fact
|
|
RAY SHI CHINA SMALL MID CAP SELECT FUND
By: /s/ Nengbin Fang
Nengbin Fang
Attorney-in-fact
|
|
LB HOLDINGS II, LLC
By: /s/ Nengbin Fang
Nengbin Fang
Attorney-in-fact
|
|
NEWBERG ROAD PARTNERS, L.P.
By: /s/ Nengbin Fang
Nengbin Fang
Attorney-in-fact
|
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