CUSIP No. 83086T307
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1.
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Names
of Reporting Persons.
SkyPeople
International Holdings Group Limited
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship
or Place of Organization
Cayman
Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
2,337,155
1
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9.
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Sole
Dispositive Power
0
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10.
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Shared
Dispositive Power
2,337,155
1
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,337,155
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent
of Class Represented by Amount in Row (11)
57.5%
2
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14.
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Type
of Reporting Person (See Instructions)
CO
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1
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665,200
of these shares are held directly by SkyPeople International Holdings Group Limited, and 1,671,955 shares are beneficially
owned in its capacity as holder of 100.0% of the equity interest in each of Golden Dawn International Limited and Everlasting
Rich Limited (which wholly owns China Tianren Organic Food Holding Company Limited).
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2
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Based
on 4,061,090 shares of Common Stock outstanding as of July 19, 2016.
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CUSIP
No. 83086T307
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1.
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Names
of Reporting Persons.
V.X.
Fortune Capital Limited
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship
or Place of Organization
British
Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
2,337,155
3
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9.
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Sole
Dispositive Power
0
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10.
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Shared
Dispositive Power
2,337,155
3
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,337,155
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent
of Class Represented by Amount in Row (11)
57.5%
4
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14.
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Type
of Reporting Person (See Instructions)
CO
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3
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In
its capacity as holder of 100.0% of the equity interest in SkyPeople International Holdings Group Limited.
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4
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Based
on 4,061,090 shares of Common Stock outstanding as of July 19, 2016.
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CUSIP
No. 83086T307
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1.
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Names
of Reporting Persons.
Fancylight
Limited
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship
or Place of Organization
British
Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7.
|
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Sole
Voting Power
0
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8.
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Shared
Voting Power
2,337,155
5
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9.
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Sole
Dispositive Power
0
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10.
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Shared
Dispositive Power
2,337,155
5
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,337,155
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent
of Class Represented by Amount in Row (11)
57.5%
6
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14.
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Type
of Reporting Person (See Instructions)
CO
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5
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In
its capacity as holder of 100.0% of the equity interest in V.X. Fortune Capital Limited, which in turn holds 100.0% of the
equity interest in SkyPeople International Holdings Group Limited.
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6
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Based
on 4,061,090 shares of Common Stock outstanding as of July 19, 2016.
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CUSIP No. 83086T307
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1.
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Names
of Reporting Persons.
Yongke
Xue
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship
or Place of Organization
People’s
Republic of China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
2,337,155
7
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9.
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Sole
Dispositive Power
0
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10.
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Shared
Dispositive Power
2,337,155
7
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,337,155
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12.
|
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent
of Class Represented by Amount in Row (11)
57.5%
8
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14.
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Type
of Reporting Person (See Instructions)
IN
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7
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In
his capacity as holder of 100.0% of the equity interest in Fancylight Limited, which in turn wholly-owns V.X. Fortune Capital
Limited. Yongke Xue is the sole director of each of (i) SkyPeople International Holdings Group Limited, (ii) Fancylight Limited,
(iii) V.X. Fortune Capital Limited, (iv) Golden Dawn International Limited and (v) Everlasting Rich Limited.
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8
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Based
on 4,061,090 shares of Common Stock outstanding as of July 19, 2016.
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CUSIP
No. 83086T307
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1.
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Names
of Reporting Persons.
Golden
Dawn International Limited
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b)
☒
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship
or Place of Organization
British
Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
1,488,570
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9.
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Sole
Dispositive Power
0
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10.
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Shared
Dispositive Power
1,488,570
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,488,570
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12.
|
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent
of Class Represented by Amount in Row (11)
36.7%
9
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14.
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Type
of Reporting Person (See Instructions)
CO
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9
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Based
on 4,061,090 shares of Common Stock outstanding as of July 19, 2016.
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CUSIP
No. 83086T307
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1.
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Names
of Reporting Persons.
Everlasting
Rich Limited
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC
Use Only
|
4.
|
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Source
of Funds (See Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship
or Place of Organization
British
Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7.
|
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Sole
Voting Power
0
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8.
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Shared
Voting Power
183,385
10
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9.
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Sole
Dispositive Power
0
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10.
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Shared
Dispositive Power
183,385
10
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
183,385
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent
of Class Represented by Amount in Row (11)
4.5%
11
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14.
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Type
of Reporting Person (See Instructions)
CO
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10
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In
its capacity as holder of 100.0% of the equity interest in China Tianren Organic Food Holding Company Limited.
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11
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Based
on 4,061,090 shares of Common Stock outstanding as of July 19, 2016.
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CUSIP
No. 83086T307
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1.
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Names
of Reporting Persons.
China
Tianren Organic Food Holding Company Limited
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b)
☒
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3.
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SEC
Use Only
|
4.
|
|
Source
of Funds (See Instructions)
OO
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5.
|
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship
or Place of Organization
British
Virgin Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
183,385
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9.
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Sole
Dispositive Power
0
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10.
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Shared
Dispositive Power
183,385
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
183,385
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12.
|
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent
of Class Represented by Amount in Row (11)
4.5%
12
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14.
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Type
of Reporting Person (See Instructions)
CO
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12
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Based
on 4,061,090 shares of Common Stock outstanding as of July 19, 2016.
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CUSIP
No. 83086T307
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1.
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Names
of Reporting Persons.
Lin
Bai
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b)
☒
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3.
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SEC
Use Only
|
4.
|
|
Source
of Funds (See Instructions)
OO
|
5.
|
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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|
Citizenship
or Place of Organization
People’s
Republic of China
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7.
|
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Sole
Voting Power
0
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8.
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Shared
Voting Power
183,385
13
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9.
|
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Sole
Dispositive Power
0
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10.
|
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Shared
Dispositive Power
183,385
13
|
11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
183,385
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12.
|
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent
of Class Represented by Amount in Row (11)
4.5%
14
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14.
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Type
of Reporting Person (See Instructions)
IN
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13
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In
her capacity as sole director of China Tianren Organic Food Holding Company Limited.
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14
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Based
on 4,061,090 shares of Common Stock outstanding as of July 19, 2016.
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This
Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the statement on
Schedule 13D jointly filed on September 24, 2012 (the “Initial Statement”), as amended by Amendment No. 1 to
Schedule 13D filed jointly on January 4, 2013 (“Amendment No. 1”), with respect to shares of common stock, par
value $0.001 per share, of SkyPeople Fruit Juice, Inc. (the “Issuer”), a Florida corporation. All share numbers
have been adjusted to reflect a 1-for-8 reverse stock split approved the Issuer’s Board of Directors on February 29,
2016, which became effective on March 16, 2016. Except as otherwise provided herein, each Item of the Initial Statement, as
amended, remains unchanged.
This
Amendment No. 2 is being filed by (i) SkyPeople International Holdings Group Limited, (ii) V.X. Fortune Capital
Limited, (iii) Fancylight Limited, (iv) Yongke Xue, (v) Golden Dawn International Limited, (vi) Everlasting
Rich Limited, (vii) China Tianren Organic Food Holding Company Limited and (viii) Lin Bai (each a “Reporting Person”
and, collectively, the “Reporting Persons”).
Item 2.
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Identity
and Background
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Item
2 of the Initial Statement, as amended, is hereby amended and restated in its entirety as follows:
(a)
Name
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(b)
● Residence
address or business address or
● Principal
office (if person in column (a) is an entity)
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(c)
● Present
principal occupation or employment and the name, principal business and address of any corporation or other organization
in which such employment is conducted or
● Principal
business (if person in column (a) is an entity)
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(f)
Citizenship or jurisdiction of incorporation, as applicable
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SkyPeople
International Holdings Group Limited
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16F,
China Development Bank Tower
No.
2, Gaoxin 1st Road
Xi’an,
People’s Republic of China 710075
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Investment
holding
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Cayman
Islands
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V.X.
Fortune Capital Limited
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c/o
Yongke Xue
16F,
China Development Bank Tower
No.
2, Gaoxin 1st Road
Xi’an,
People’s Republic of China 710075
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Investment
holding
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British
Virgin Islands
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Fancylight
Limited
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c/o
Yongke Xue
16F,
China Development Bank Tower
No.
2, Gaoxin 1st Road
Xi’an,
People’s Republic of China 710075
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Investment
holding
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British
Virgin Islands
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Yongke
Xue
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No.3,
Xijuyuan Xiang, Lianhu District
Xi’an,
Shaanxi Province
People’s
Republic of China 710075
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Chief
Executive Officer and Chairman of the Issuer.
Yongke
Xue is also the sole director of each of (i) SkyPeople International Holdings Group Limited, (ii) V.X. Fortune Capital
Limited, (iii) Golden Dawn International Limited and (iv) Everlasting Rich Limited.
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People’s
Republic of China
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Golden
Dawn International Limited
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c/o
Yongke Xue
16F,
China Development Bank Tower
No.
2, Gaoxin 1st Road
Xi’an,
People’s Republic of China 710075
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Investment
holding
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British
Virgin Islands
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Everlasting
Rich Limited
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c/o
Yongke Xue
16F,
China Development Bank Tower
No.
2, Gaoxin 1st Road
Xi’an,
People’s Republic of China 710075
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Investment
holding
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British
Virgin Islands
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China
Tianren Organic Food Holding Company Limited
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c/o
Yongke Xue
16F,
China Development Bank Tower
No.
2, Gaoxin 1st Road
Xi’an,
People’s Republic of China 710075
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Investment
holding
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British
Virgin Islands
|
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Lin
Bai
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c/o
Yongke Xue
16F,
China Development Bank Tower
No. 2, Gaoxin 1st Road
Xi’an,
People’s Republic of China 710075
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Lin
Bai’s principal occupation is as a homemaker.
Lin
Bai is the sole director of China Tianren Organic Food Holding Company Limited.
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People’s Republic of China
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(d)
Each of the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
during the last five years.
(e)
Each of the Reporting Persons has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding 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 during
the last five years.
Item 4.
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Purpose
of Transaction
|
Item 4
of the Initial Statement is hereby amended and supplemented as follows:
The
information contained in Item 6 of this Amendment No. 2 is incorporated herein by reference.
Item 5.
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Interest
in Securities of the Issuer
|
Item 5
of the Initial Statement, as amended, is hereby amended and restated in its entirety as follows:
(a)
All percentages of Common Stock beneficially owned described in this Statement are based on 4,061,090 shares of Common Stock outstanding
as of July 19, 2016.
1.
SkyPeople International Holdings Group Limited, directly and indirectly through its wholly-owned subsidiaries of Golden Dawn International
Limited and Everlasting Rich Limited (which wholly owns China Tianren Organic Food Holding Company Limited) has beneficial ownership
of an aggregate of 2,337,155 shares of Common Stock of the Issuer. SkyPeople International Holdings Group Limited’s beneficial
ownership in the Common Stock represented approximately 57.5% of the outstanding Common Stock that were deemed to be outstanding
for purposes of calculating the beneficial ownership of SkyPeople International Holdings Group Limited under Section 13(d)
of the Act.
2.
V.X. Fortune Capital Limited, through its 100.0% equity interest in SkyPeople International Holdings Group Limited, has beneficial
ownership of an aggregate of 2,337,155 shares of Common Stock of the Issuer. V.X. Fortune Capital Limited’s beneficial ownership
in the Common Stock represented approximately 57.5% of the outstanding Common Stock that were deemed to be outstanding for purposes
of calculating the beneficial ownership of V.X. Fortune Capital Limited under Section 13(d) of the Act.
3.
Fancylight Limited, who owns a 100.0% equity interest in V.X. Fortune Capital Limited, has beneficial ownership of an aggregate
of 2,337,155 shares of Common Stock of the Issuer. Fancylight Limited’s beneficial ownership in the Common Stock represented
approximately 57.5% of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial
ownership of Fancylight Limited under Section 13(d) of the Act.
4.
Yongke Xue, through his 100.0% equity interest in Fancylight Limited, which owns a 100.0% equity interest in V.X. Fortune
Capital Limited, has beneficial ownership of an aggregate of 2,337,155 shares of Common Stock of the Issuer. Yongke
Xue’s beneficial ownership in the Common Stock represented approximately 57.5% of the outstanding Common Stock that
were deemed to be outstanding for purposes of calculating the beneficial ownership of Yongke Xue under Section 13(d) of
the Act.
5.
Golden Dawn International Limited has direct beneficial ownership of an aggregate of 1,488,570 shares of Common Stock of the
Issuer. Golden Dawn International Limited’s beneficial ownership in the Common Stock represented approximately 36.7% of
the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial ownership of
Golden Dawn International Limited under Section 13(d) of the Act.
6.
Everlasting Rich Limited, through its wholly-owned subsidiary China Tianren Organic Food Holding Company Limited, has beneficial
ownership of an aggregate of 183,385 shares of Common Stock of the Issuer. Everlasting Rich Limited’s beneficial ownership
in the Common Stock represented approximately 4.5% of the outstanding Common Stock that were deemed to be outstanding for purposes
of calculating the beneficial ownership of Everlasting Rich Limited under Section 13(d) of the Act.
7.
China Tianren Organic Food Holding Company Limited has beneficial ownership of an aggregate of 183,385 shares of Common Stock
of the Issuer. China Tianren Organic Food Holding Company Limited’s beneficial ownership in the Common Stock represented
approximately 4.5% of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial
ownership of China Tianren Organic Food Holding Company Limited under Section 13(d) of the Act.
8.
Lin Bai, as sole director of China Tianren Organic Food Holding Company Limited, has beneficial ownership of an aggregate of 183,385
shares of Common Stock of the Issuer. Lin Bai’s beneficial ownership in the Common Stock represented approximately 4.5%
of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial ownership of Lin
Bai under Section 13(d) of the Act.
The
filing of this Statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any
securities covered by this Statement other than the securities actually owned by such person, if any.
(b)
1.
SkyPeople International Holdings Group Limited may be deemed to exercise shared power to vote or to direct the vote and shared
power to dispose or to direct the disposition of an aggregate of 2,337,155 shares of Common Stock of the Issuer.
2.
V.X. Fortune Capital Limited may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose
or to direct the disposition of an aggregate of 2,337,155 shares of Common Stock of the Issuer.
3.
Fancylight Limited may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct
the disposition of an aggregate of 2,337,155 shares of Common Stock of the Issuer.
4.
Yongke Xue may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition
of an aggregate of 2,337,155 shares of Common Stock of the Issuer.
5.
Golden Dawn International Limited may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose
or to direct the disposition of an aggregate of 1,488,570 shares of Common Stock of the Issuer.
6.
Everlasting Rich Limited may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to
direct the disposition of an aggregate of 183,385 shares of Common Stock of the Issuer.
7.
China Tianren Organic Food Holding Company Limited may be deemed to exercise shared power to vote or to direct the vote and shared
power to dispose or to direct the disposition of an aggregate of 183,385 shares of Common Stock of the Issuer.
8.
Lin Bai may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition
of an aggregate of 183,385 shares of Common Stock of the Issuer.
(c)
Other than as reported herein, each of the Reporting Persons has not effected any transactions in the Common Stock during the
past 60 days or since the filing of Amendment No. 1 to the Initial Statement.
(d)
1.
Other than as described in Item 6 herein, to the knowledge of SkyPeople International Holdings Group Limited, V.X. Fortune Capital
Limited, Fancylight Limited and Yongke Xue, 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 2,337,155 shares of Common Stock over which SkyPeople International Holdings Group
Limited, V.X. Fortune Capital Limited, Fancylight Limited and Yongke Xue have beneficial ownership.
2.
Other than as described in Item 6, to the knowledge of Golden Dawn International Limited, 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 1,488,570 shares of Common Stock over
which Golden Dawn International Limited has beneficial ownership.
3.
Other than as described in Item 6, to the knowledge of Everlasting Rich Limited, China Tianren Organic Food Holding Company Limited
and Lin Bai, 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 183,385 shares of Common Stock over which Everlasting Rich Limited, China Tianren Organic Food Holding Company
Limited and Lin Bai have beneficial ownership.
(e)
Not
applicable.
Item 6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 6
of the Initial Statement is hereby amended and supplemented as follows:
Share
Charge Deeds
As
previously reported, on November 16, 2012, V.X. Fortune Capital Limited (“Fortune Capital”), Vandi Investments Limited
(“Vandi”), COFCO (Beijing) Agricultural Industrial Equity Investment Fund (“COFCO”) and Yongke Xue entered
into an Investment Agreement (“Investment Agreement”) pursuant to which Fortune Capital issued notes in the aggregate
principal amount of $6,000,000 to Vandi and issued preferred shares to COFCO in exchange for $9,900,000. A portion of these proceeds
were loaned to the Issuer’s wholly-owned subsidiary SkyPeople Juice Group Co., Ltd. In connection with the Investment Agreement,
Golden Dawn and China Tianren entered into a Share Charge Deed dated December 28, 2012 (“Vandi Share Charge Deed”)
in favor of Vandi (the “Vandi Share Charge”) and a Share Charge Deed dated December 28, 2012 (“COFCO Share
Charge Deed”) in favor of COFCO (the “COFCO Share Charge”, together with the Vandi Share Charge, the “Share
Charges”, or each, a “Share Charge”).
As security
for the payment and discharge of the obligations under the Investment Agreement, pursuant to the Share Charge Deeds, Golden
Dawn and China Tianren charged 1,650,463 shares of Company Common Stock (collectively, the “Charged Shares”)
as follows: (i) Golden Dawn charged 1,467,079 shares of the Issuer’s Common Stock in favor of Vandi and COFCO and (ii)
China Tianren charged 183,385 shares of the Issuer’s Common Stock in favor of Vandi and COFCO. The Share Charge Deeds
provide that Golden Dawn is required to execute and deliver a share charge with respect to an additional 21,492 shares of
Company Common Stock in the aggregate (“Additional Shares”) (10,746 shares and 10,746 shares in favor of
Vandi and COFCO, respectively) within 10 business days of the date of a written notice issued by the applicable chargee. To
the knowledge of the Reporting Persons, these Additional Shares have not been charged and have not been the subject of
any Enforcement Notice (as defined below) as of the date of this Amendment No. 2.
Under
the terms of the Share Charge Deeds, each Share Charge becomes enforceable following the delivery of a written notice, given by
the chargee (Vandi or COFCO, as applicable) to the chargors (Golden Dawn and China Tianren) after the occurrence of a continuing
event of default stating that the Share Charge has become enforceable (“Enforcement Notice”). Following the delivery
of an Enforcement Notice to the chargors, among other powers and authorities described in the Share Charge Deeds, the chargee
is entitled to exercise or direct the exercise of the voting and other rights attached to the Charged Shares as it sees fit and
to hold or dispose of all or any part of the Charged Shares.
On
December 30, 2014, COFCO delivered an Enforcement Notice to Golden Dawn and China Tianren describing certain events of default
that occurred under the COFCO Share Charge Deed and related investment documents. Although events of default likewise occurred
under the Vandi Share Charge Deed, Vandi has not yet delivered an Enforcement Notice. After delivery of the Enforcement Notice
by COFCO, the parties named in Enforcement Notice engaged in negotiations regarding the appropriate exercise of rights under the
investment documents. To the knowledge of the Reporting Persons, neither Vandi nor COFCO has made a formal, definitive determination
to acquire control of the Charged Shares.
Stock
Purchase Agreements
On
October 16, 2015, the Issuer and SkyPeople International Holdings Group Limited (“SP International”) entered
into a Share Purchase Agreement (the “Share Purchase Agreement”). Pursuant to the Share Purchase Agreement, the
Issuer issued and sold to SP International 665,200 shares of the Issuer’s common stock for an aggregate purchase price
of US$7,982,400. The purchase price was paid by SP International by the cancellation of the loan from SP International to
SkyPeople Juice Group Co., Ltd. (a 99.78% indirectly owned subsidiary of the Company and the “Borrower”), dated
February 18, 2013. The shareholder owning the remaining 0.22% interest in the Borrower paid SP International $17,600 is cash
as repayment for a proportional amount of the loan.
On
July 10, 2016, Golden Dawn, SP International (together with Golden Dawn, the “Sellers”), Fortune
Capital, Fancylight Limited (“Fancylight”), Yongke Xue (“Xue,” and collectively with Fortune Capital
and Fancylight, the “Parent”), Future World Investment Holding Limited (the “Purchaser”) and Pei Lei
(“Pei”), as the sole stockholder of the Purchaser, entered into a Stock Purchase Agreement (the “Stock
Purchase Agreement”). Pursuant to the Stock Purchase Agreement, the Purchaser agreed to purchase an aggregate of
2,050,851 shares of the Issuer’s common stock (the “Seller Shares”) from the Sellers for an aggregate base
purchase price of US$5,352,721. The Agreement contains customary representations, warranties, and covenants by the Sellers,
the Parent, and the Purchaser. Parent and the Sellers, on the one hand, and the Purchaser and Pei, on the other hand, agree to
indemnify each other for material inaccuracies, breaches of representations and warranties, and material breaches of the
Agreement. The consummation of the Agreement is contingent on the achievement of several conditions, including but not
limited to the following:
1.
All encumbrances on the Seller Shares for the benefit of Vandi Investments Limited and COFCO (Beijing) Agricultural Industrial
Equity Investment Fund must be released (the “Release Event”);
2.
The Issuer’s Board of Directors and stockholders must approve (i) the sale of Pacific Industry Holding Group, Co., Ltd.,
and Belkin Foods Holdings Group Limited, each a wholly-owned subsidiary of the Issuer (together, the “Subsidiaries”)
to Xue or his designee on mutually-acceptable terms and conditions, and (ii) the Distribution Agreement (as defined below);
3.
Harmony MN Inc., a wholly-owned subsidiary of the Issuer, must enter into a distribution agreement with the Subsidiaries on terms
acceptable to the Issuer, Xue, and the Purchaser, granting Harmony MN Inc. the non-exclusive right to continue to sell and distribute
products of the Subsidiaries and their subsidiaries in China and other areas; and
4.
The Purchaser and Pei must enter into a mutually acceptable finance agreement with Xue pursuant to which Purchaser and Pei will
provide sufficient funds for Xue to purchase the Subsidiaries from the Issuer.
Upon
the occurrence of the Release Event, the Parent and Sellers will execute and deliver to the Purchaser the Voting Agreement and
Irrevocable Proxy in substantially the form attached to the Agreement as Exhibit B thereto, thereby appointing the Purchaser or
the Purchaser’s designee as proxy for voting all shares of the Issuer’s common stock held by the Sellers on the matters
specified therein.
The
foregoing descriptions of the Share Purchase Agreement and the Stock Purchase Agreement do not purport to be complete and are
qualified by reference to the full text of the Share Purchase Agreement and the Stock Purchase Agreement, see Exhibits 99.5 and
99.6 hereto, respectively.
Item 7.
|
Material
to Be Filed as Exhibits
|
Item 7
of the Initial Statement is hereby amended and supplemented as follows:
Exhibit
Number
|
|
Description
|
|
|
99.1(a)†
|
|
Joint
Filing Agreement among SkyPeople International Holdings Group Limited, V.X. Fortune Capital Limited, Yongke Xue, Golden Dawn
International Limited, Everlasting Rich Limited, China Tianren Organic Food Holding Company Limited and Lin Bai dated September
24, 2012.
|
|
|
99.1(b)*
|
|
Joint
Filing Agreement among SkyPeople International Holdings Group Limited, V.X. Fortune Capital Limited, Fancylight Limited, Yongke
Xue, Golden Dawn International Limited, Everlasting Rich Limited, China Tianren Organic Food Holding Company Limited and Lin
Bai dated January 4, 2013.
|
|
|
|
99.2†
|
|
Share
Exchange Agreement among SkyPeople International Holdings Group Limited, Golden Dawn International Limited, Hongke Xue, Yongke
Xue, V.X. Fortune Capital Limited and Kingline International Limited dated September 14, 2012.
|
|
|
99.3*
|
|
Share
Charge between China Tianren Organic Food Holding Company Limited, Golden Dawn International Limited and Vandi Investments
Limited dated December 28, 2012.
|
|
|
99.4*
|
|
Share
Charge between China Tianren Organic Food Holding Company Limited, Golden Dawn International Limited and COFCO (Beijing) Agricultural
Industrial Equity Investment Fund dated December 28, 2012.
|
|
|
99.5
|
|
Share
Purchase Agreement between SkyPeople International Holdings Group Limited and SkyPeople Fruit Juice, Inc., dated October 16,
2015, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed by the Issuer on October 16, 2015.
|
|
|
99.6
|
|
Stock
Purchase Agreement among Golden Dawn International Limited, SkyPeople International Holdings Group Limited, V.X. Fortune Capital
Limited, Fancylight Limited, Yongke Xue, Future World Investment Holding Limited and Pei Lei (“Pei”) dated July
10, 2016.
|
†
|
Previously
filed with the Initial Statement.
|
*
|
Previously
filed with Amendment No. 1 to the Initial Statement.
|
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:
July 20, 2016
|
SkyPeople
International Holdings Group Limited
|
|
|
|
By:
|
/s/
Yongke Xue
|
|
Name:
|
Yongke
Xue
|
|
Title:
|
Sole
Director
|
|
|
|
|
V.X.
Fortune Capital Limited
|
|
|
|
By:
|
/s/
Yongke Xue
|
|
Name:
|
Yongke
Xue
|
|
Title:
|
Sole
Director
|
|
|
|
|
Fancylight
Limited
|
|
|
|
By:
|
/s/
Yongke Xue
|
|
Name:
|
Yongke
Xue
|
|
Title:
|
Sole
Director
|
|
|
|
|
Yongke Xue
|
|
|
|
/s/ Yongke Xue
|
|
Golden
Dawn International Limited
|
|
|
|
By:
|
/s/
Yongke Xue
|
|
Name:
|
Yongke
Xue
|
|
Title:
|
Sole
Director
|
|
|
|
|
Everlasting
Rich Limited
|
|
|
|
By:
|
/s/
Yongke Xue
|
|
Name:
|
Yongke
Xue
|
|
Title:
|
Sole
Director
|
|
|
|
|
China
Tianren Organic Food Holding Company Limited
|
|
|
|
By:
|
/s/
Lin Bai
|
|
Name:
|
Lin
Bai
|
|
Title:
|
Sole
Director
|
|
|
|
|
Lin Bai
|
|
|
|
/s/ Lin Bai
|
16