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. 36117V105
1.
|
Names
of Reporting Persons.
SkyPeople International Holdings Group Limited
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship
or Place of Organization
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
665,200
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
665,200
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
665,200
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
Percent of Class Represented by
Amount in Row (11)
12.9%
1
|
14.
|
Type of Reporting Person (See
Instructions)
CO
|
1
|
Based
on 5,173,187 shares of common stock issued and outstanding as reported in the Issuer’s quarterly report on Form 10-Q
filed with the Securities and Exchange Commission on August 11, 2017.
|
CUSIP
No. 36117V105
1.
|
Names
of Reporting Persons.
V.X. Fortune Capital Limited
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship
or Place of Organization
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
2,337,155
2
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
2,337,155
2
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
2,337,155
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
Percent of Class Represented by
Amount in Row (11)
45.2%
3
|
14.
|
Type of Reporting Person (See
Instructions)
CO
|
2
|
In
its capacity as holder of 100.0% of the equity interests in SkyPeople International Holdings Group Limited, Golden Dawn International
Limited, and China Tianren Organic Food Holding Company Limited.
|
3
|
Based
on 5,173,187 shares of common stock issued and outstanding as reported in the Issuer’s quarterly report on Form 10-Q
filed with the Securities and Exchange Commission on August 11, 2017.
|
CUSIP No. 36117V105
1.
|
Names
of Reporting Persons.
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship
or Place of Organization
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
2,337,155
4
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
2,337,155
4
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
2,337,155
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
Percent of Class Represented by
Amount in Row (11)
45.2%
5
|
14.
|
Type of Reporting Person (See
Instructions)
CO
|
4
|
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, Golden Dawn International Limited and China Tianren Organic
Food Holding Company Limited.
|
5
|
Based
on 5,173,187 shares of common stock issued and outstanding as reported in the Issuer’s quarterly report on Form 10-Q
filed with the Securities and Exchange Commission on August 11, 2017.
|
CUSIP
No. 36117V105
1.
|
Names
of Reporting Persons.
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
|
5.
|
Check
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
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
2,337,155
6
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
2,337,155
6
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
2,337,155
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
Percent of Class Represented by
Amount in Row (11)
45.2%
7
|
14.
|
Type of Reporting Person (See
Instructions)
IN
|
6
|
In
his capacity as holder of 100.0% of the equity interest in, and sole director of, Fancylight Limited, which in turn wholly-owns
V.X. Fortune Capital Limited.
|
7
|
Based
on 5,173,187 shares of common stock issued and outstanding as reported in the Issuer’s quarterly report on Form 10-Q
filed with the Securities and Exchange Commission on August 11, 2017.
|
CUSIP
No. 36117V105
1.
|
Names
of Reporting Persons.
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
|
5.
|
Check
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
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
2,337,155
8
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
2,337,155
8
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
2,337,155
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
Percent of Class Represented by
Amount in Row (11)
45.2%
9
|
14.
|
Type of Reporting Person (See
Instructions)
IN
|
8
|
In
his capacity as the sole director of each of (i) SkyPeople International Holdings Group Limited and (ii) V.X. Fortune Capital
Limited.
|
9
|
Based
on 5,173,187 shares of common stock issued and outstanding as reported in the Issuer’s quarterly report on Form 10-Q
filed with the Securities and Exchange Commission on August 11, 2017.
|
CUSIP
No. 36117V105
1.
|
Names
of Reporting Persons.
Golden Dawn International Limited
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship
or Place of Organization
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
1,488,570
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
1,488,570
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
1,488,570
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
Percent of Class Represented by
Amount in Row (11)
28.8%
10
|
14.
|
Type of Reporting Person (See
Instructions)
CO
|
10
|
Based
on 5,173,187 shares of common stock issued and outstanding as reported in the Issuer’s quarterly report on Form 10-Q
filed with the Securities and Exchange Commission on August 11, 2017.
|
CUSIP No. 36117V105
1.
|
Names
of Reporting Persons.
China Tianren Organic Food Holding Company Limited
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship
or Place of Organization
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
183,385
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
183,385
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
183,385
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
Percent of Class Represented by
Amount in Row (11)
3.5%
11
|
14.
|
Type of Reporting Person (See
Instructions)
CO
|
11
|
Based
on 5,173,187 shares of common stock issued and outstanding as reported in the Issuer’s quarterly report on Form 10-Q
filed with the Securities and Exchange Commission on August 11, 2017.
|
CUSIP
No. 36117V105
1.
|
Names
of Reporting Persons.
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
|
5.
|
Check
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
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
1,671,955
12
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
1,671,955
12
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
1,671,955
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
Percent of Class Represented by
Amount in Row (11)
32.3%
13
|
14.
|
Type of Reporting Person (See
Instructions)
IN
|
12
|
In
his capacity as sole director of China Tianren Organic Food Holding Company Limited and Golden Dawn International Limited.
|
13
|
Based
on 5,173,187 shares of common stock issued and outstanding as reported in the Issuer’s quarterly report filed on Form
10-Q with the Securities and Exchange Commission on August 11, 2017.
|
Introductory Statement
This
Amendment No. 5 to Schedule 13D (“Amendment No. 5”) 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 December 28, 2012, Amendment No. 2 to Schedule 13D filed jointly on July 20, 2016, Amendment No. 3 to Schedule
13D filed jointly on June 28, 2017, and Amendment No. 4 to Schedule 13D filed jointly on July 25, 2017 (“Amendment No. 4”),
with respect to shares of common stock, par value $0.001 per share (the “Common Stock”), of Future FinTech Group Inc.
(the “Issuer”), a Florida corporation. All share numbers have been adjusted to reflect a 1-for-8 reverse stock split
approved by the Issuer’s Board of Directors on February 29, 2016, which became effective on March 16, 2016. On June 6, 2017,
the Issuer filed a Certificate of Amendment with the Secretary of State for the State of Florida to amend and restate its articles
of incorporation to change its name from SkyPeople Fruit Juice, Inc. to Future FinTech Group Inc., effective immediately (the
“Name Change”). Except as otherwise provided herein, each Item of the Initial Statement, as amended, remains unchanged.
This
Amendment No. 5 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) Zeyao Xue,
(vii) China Tianren Organic Food Holding Company Limited and (viii) Hongke Xue (each a “Reporting Person”
and, collectively, the “Reporting Persons”).
Item 2.
|
Identity
and Background
|
Item
2 of the Initial Statement, as amended, is hereby amended and restated in its entirety as follows:
(a)
Name
|
|
(b)
● Residence
address or business address or
● Principal
office (if person in column (a) is an entity)
|
|
(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)
|
|
(f)
Citizenship or jurisdiction of incorporation, as applicable
|
|
|
|
|
|
|
|
SkyPeople
International Holdings Group Limited
|
|
16F,
China Development Bank Tower
No.
2, Gaoxin 1st Road
Xi’an,
People’s Republic of China 710075
|
|
Investment
holding
|
|
Cayman
Islands
|
|
|
|
|
|
|
|
V.X.
Fortune Capital Limited
|
|
c/o
Yongke Xue
16F,
China Development Bank Tower
No.
2, Gaoxin 1st Road
Xi’an,
People’s Republic of China 710075
|
|
Investment
holding
|
|
British
Virgin Islands
|
|
|
|
|
|
|
|
Fancylight
Limited
|
|
c/o
Zeyao Xue
No.3,
Xijuyuan Xiang, Lianhu District
Xi’an,
Shaanxi Province
People’s
Republic of China 710075
|
|
Investment
holding
|
|
British
Virgin Islands
|
Yongke
Xue
|
|
No.3,
Xijuyuan Xiang, Lianhu District
Xi’an,
Shaanxi Province
People’s
Republic of China 710075
|
|
Yongke
Xue is a director of the Issuer.
Yongke
Xue is also the sole director of each of (i) SkyPeople International Holdings Group Limited and (ii) V.X. Fortune Capital
Limited.
|
|
People’s
Republic of China
|
Zeyao
Xue
|
|
No.3,
Xijuyuan Xiang, Lianhu District
Xi’an,
Shaanxi Province
People’s
Republic of China 710075
|
|
Zeyao
Xue is the sole director of Fancylight Limited and a student at Kwantlen Polytechnic University.
|
|
People’s
Republic of China
|
|
|
|
|
|
|
|
Golden
Dawn International Limited
|
|
c/o
Hongke Xue
16F,
China Development Bank Tower
No.
2, Gaoxin 1st Road
Xi’an,
People’s Republic of China 710075
|
|
Investment
holding
|
|
British
Virgin Islands
|
|
|
|
|
|
|
|
China
Tianren Organic Food Holding Company Limited
|
|
c/o
Hongke Xue
16F,
China Development Bank Tower
No.
2, Gaoxin 1st Road
Xi’an,
People’s Republic of China 710075
|
|
Investment
holding
|
|
British
Virgin Islands
|
|
|
|
|
|
|
|
Hongke
Xue
|
|
16F,
China Development Bank Tower No. 2, Gaoxin 1st Road
Xi’an,
People’s Republic of China 710075
|
|
Hongke
Xue is the Chief Executive Officer and Chairman of Board of Directors of the Issuer. Hongke Xue is also the sole director
of China Tianren Organic Food Holding Company Limited and Gold Dawn International Limited.
|
|
People’s
Republic of China
|
(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 3.
|
Source
and Amount of Funds or Other Consideration
|
The
information contained in Item 6 of this Amendment No. 5 is incorporated herein by reference.
Item 4.
|
Purpose
of Transaction
|
The
information contained in Item 6 of this Amendment No. 5 is incorporated herein by reference.
Item 5.
|
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 as described in this Statement are based on 5,173,187 shares of issued and
outstanding common stock as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange
Commission on August 11, 2017.
1.
SkyPeople International Holdings Group Limited has direct beneficial ownership of 665,200 shares of the Common Stock of the Issuer.
SkyPeople International Holdings Group Limited’s beneficial ownership in the Common Stock represented approximately 12.9%
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 interests in SkyPeople International Holdings Group Limited, Golden Dawn
International Limited and China Tianren Organic Food Holding Company Limited, has indirect 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 45.2% 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, which owns a 100.0% equity interest in V.X. Fortune Capital Limited, has indirect 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 45.2% 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.
Zeyao Xue, through his ownership and service as the sole director of Fancylight Limited, which owns a 100.0% equity interest in
V.X. Fortune Capital Limited, has indirect beneficial ownership of an aggregate of 2,337,155 shares of Common Stock of the Issuer.
Zeyao Xue’s beneficial ownership in the Common Stock represented approximately 45.2% of the outstanding Common Stock that
were deemed to be outstanding for purposes of calculating the beneficial ownership of Zeyao 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 28.8% 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.
Yongke Xue, as the sole director of V.X. Fortune Capital Limited, has indirect 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 45.2%
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. Yongke Xue is also the sole director of SkyPeople International Holdings Group Limited.
7.
China Tianren Organic Food Holding Company Limited has direct 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 3.5% 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.
Hongke Xue, as sole director of China Tianren Organic Food Holding Company Limited and Golden Dawn Internation Limited, has beneficial
ownership of an aggregate of 1,671,955 shares of Common Stock of the Issuer. Hongke Xue’s beneficial ownership in the Common
Stock represented approximately 32.3% of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating
the beneficial ownership of Hongke Xue 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 665,200 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.
Zeyao 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.
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.
7.
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.
8.
Hongke 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 1,671,955 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. 4 to the Initial Statement.
(d)
1.
Other than as described in Item 6 herein, to the knowledge of V.X. Fortune Capital Limited, Fancylight Limited Yongke Xue and
Zeyao 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 V.X. Fortune Capital Limited, Fancylight Limited, Yongke Xue and Zeyao
Xue have beneficial ownership.
2.
Other than as described in Item 6, to the knowledge of Golden Dawn International Limited and Hongke 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 1,488,570 shares of
Common Stock over which Golden Dawn International Limited and Hongke Xue have beneficial ownership.
3.
Other than as described in Item 6, to the knowledge of China Tianren Organic Food Holding Company Limited and Hongke 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 183,385
shares of Common Stock over which China Tianren Organic Food Holding Company Limited and Hongke Xue have beneficial ownership.
4.
Other than as described in Item 6 herein, to the knowledge of SkyPeople International Holdings Group 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
665,200 shares of Common Stock over which SkyPeople International Holdings Group Limited and Yongke Xue 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, as amended, is hereby amended and supplemented as follows:
On
September 27, 2017, Zeyao Xue, the son of Yongke Xue, a director of the Issuer, purchased from Yongke Xue in a private transaction
all of the outstanding equity interests of Fancylight Limited for an aggregate purchase price of $50,000, which such amount was
paid using personal funds (the “Share Purchase”). As a result of the Share Purchase, Zeyao Xue became the indirect
beneficial owner of 2,337,155 shares of the Common Stock, equal to approximately 45.2% of the issued and outstanding Common Stock.
Zeyao Xue was also appointed as the sole director of Fancylight Limited.
Item 7.
|
Material
to Be Filed as Exhibits
|
Item 7
of the Initial Statement, as amended, 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.
|
|
|
99.1(c)†
|
|
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 Hongke Xue dated June 28, 2017.
|
|
|
|
99.1(d)
|
|
Joint Filing Agreement among SkyPeople International Holdings Group Limited, V.X. Fortune Capital Limited, Fancylight Limited, Yongke Xue, Zeyao Xue, Golden Dawn International Limited, China Tianren Organic Food Holding Company Limited and Hongke Xue dated October 6, 2017.
|
|
|
|
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.
|
|
|
|
99.7†
|
|
Termination Letter from Yongke Xue, dated June 15, 2017.
|
Signatures
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:
October 6, 2017
|
SkyPeople
International Holding 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/
Zeyao Xue
|
|
Name:
|
Zeyao
Xue
|
|
Title:
|
Sole
Director
|
|
|
|
|
Zeyao
Xue
|
|
|
|
|
/s/
Zeyao Xue
|
|
Yongke
Xue
|
|
|
|
/s/ Yongke
Xue
|
|
Golden
Dawn International Limited
|
|
|
|
By:
|
/s/
Hongke Xue
|
|
Name:
|
Hongke
Xue
|
|
Title:
|
Sole
Director
|
|
|
|
|
China
Tianren Organic Food Holding Company Limited
|
|
|
|
By:
|
/s/
Hongke Xue
|
|
Name:
|
Hongke
Xue
|
|
Title:
|
Sole
Director
|
|
|
|
|
Hongke
Xue
|
|
|
|
|
/s/
Hongke Xue
|
15