Filing Details

Accession Number:
0001213900-17-007901
Form Type:
13D Filing
Publication Date:
2017-07-25 17:05:28
Filed By:
Skypeople International Holdings Group Ltd
Company:
Future Fintech Group Inc. (NASDAQ:FTFT)
Filing Date:
2017-07-25
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
SkyPeople International Holdings Group Limited 0 665,200 0 665,200 665,200 12.9%
V.X. Fortune Capital Limited 0 2,337,155 0 2,337,155 2,337,155 45.2%
Fancylight Limited 0 2,337,155 0 2,337,155 2,337,155 45.2%
Yongke Xue 0 2,337,155 0 2,337,155 2,337,155 45.2%
Golden Dawn International Limited 0 1,488,570 0 1,488,570 1,488,570 28.8%
China Tianren Organic Food Holding Company Limited 0 183,385 0 183,385 183,385 3.5%
Everlasting Rich Limited 0 0 0 0 0 N%
Hongke Xue 0 1,671,955 0 1,671,955 1,671,955 32.3%
Filing
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

(Amendment No. 4)

 

Under the Securities Exchange Act of 1934

 

 

 

FUTURE FINTECH GROUP INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

36117V105

(CUSIP Number)

 

SkyPeople International Holdings Group Limited

16F, China Development Bank Tower,

No. 2, Gaoxin 1st Road

Xi’an, People’s Republic of China 710075

+86-29-88377216

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

June 29, 2017

(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. 36117V105

  

1.

Names of Reporting Persons.

 

SkyPeople International Holdings Group Limited

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

3.

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)  ☐

 

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

 

     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 registration statement on Form S-1 filed with the Securities and Exchange Commission on May 26, 2017.

 

 2 

 

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)

(a)  ☐        (b)  ☒

 

3.

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)  ☐
 

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

 

    2,337,1552

9.

Sole Dispositive Power

 

     0

10.

Shared Dispositive Power

 

     2,337,1552

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 registration statement on Form S-1 filed with the Securities and Exchange Commission on May 26, 2017.

 

 3 

 

CUSIP No. 36117V105

 

 

1.

Names of Reporting Persons.

 

Fancylight Limited

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

3.

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)  ☐
 

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

 

     2,337,1554

9.

Sole Dispositive Power

 

     0

10.

Shared Dispositive Power

 

     2,337,1554

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 registration statement on Form S-1 filed with the Securities and Exchange Commission on May 26, 2017.

 

 4 

 

CUSIP No. 36117V105

 

1.

Names of Reporting Persons.

 

Yongke Xue

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

3.

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)  ☐
 

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

 

     2,337,1556

9.

Sole Dispositive Power

 

     0

10.

Shared Dispositive Power

 

     2,337,1556

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 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, and (iii) V.X. Fortune Capital Limited.

 

7  Based on 5,173,187 shares of common stock issued and outstanding as reported in the Issuer’s registration statement on Form S-1 filed with the Securities and Exchange Commission on May 26, 2017.

 

 5 

 

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)

(a)  ☐        (b)  ☒

 

3.

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)  ☐
 

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

 

     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%8

14.

Type of Reporting Person (See Instructions)

 

     CO

 

8  Based on 5,173,187 shares of common stock issued and outstanding as reported in the Issuer’s registration statement on Form S-1 filed with the Securities and Exchange Commission on May 26, 2017.

 

 6 

 

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)

(a)  ☐        (b)  ☒

 

3.

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)  ☐
 

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

 

     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%9

14.

Type of Reporting Person (See Instructions)

 

     CO

 

9  Based on 5,173,187 shares of common stock issued and outstanding as reported in the Issuer’s registration statement on Form S-1 filed with the Securities and Exchange Commission on May 26, 2017.

 

 7 

 

CUSIP No. 36117V105

 

1.

Names of Reporting Persons.

 

Everlasting Rich Limited

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

3.

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)  ☐
 

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 if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.

Percent of Class Represented by Amount in Row (11)

 

     N/A

14.

Type of Reporting Person (See Instructions)

 

     CO

  

 8 

 

CUSIP No. 36117V105

 

1.

Names of Reporting Persons.

 

Hongke Xue

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

 

3.

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)  ☐
 

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

 

     1,671,95510

9.

Sole Dispositive Power

 

     0

10.

Shared Dispositive Power

 

     1,671,95510

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%11

14.

Type of Reporting Person (See Instructions)

 

     IN

 

10  In his capacity as sole director of China Tianren Organic Food Holding Company Limited and Golden Dawn International Limited.

 

11  Based on 5,173,187 shares of common stock issued and outstanding as reported in the Issuer’s registration statement on Form S-1 filed with the Securities and Exchange Commission on May 26, 2017.

 

 9 

 

Introductory Statement

 

This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) 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, and Amendment No. 3 to Schedule 13D filed jointly on June 28, 2017 (“Amendment No. 3”), with respect to shares of common stock, par value $0.001 per share, 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. 4 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) 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

  (f) Citizenship or jurisdiction of incorporation, as applicable
            Principal business (if person in column (a) is an entity)    
             
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 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
                   
 10 

  

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, (ii) V.X. Fortune Capital Limited, and (iii) Everlasting Rich Limited.

  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
             
Everlasting Rich 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
             
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 Golden 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 4. Purpose of Transaction

 

Item 4 of the Initial Statement, as amended, is hereby amended and supplemented as follows:

 

The information contained in Item 6 of this Amendment No. 4 is incorporated herein by reference.

 

 11 

  

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 registration statement on Form S-1 filed with the Securities and Exchange Commission on May 26, 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. Yongke Xue, through his wholly-owned subsidiary 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. 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.

 

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. Everlasting Rich Limited does not have beneficial ownership of any of the Issuer’s securities. Everlasting Rich Limited ceased to be a beneficial owner of the Issuer’s securities on June 29, 2017.

 

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.

 

 12 

 

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.

 

3. 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.

 

4. 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.

 

5. 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.

 

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 none of the Issuer’s securities.

 

7. 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. 3 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 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 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 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.

 

 13 

 

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 June 29, 2017, certain subsidiaries of Fancylight Limited undertook a corporate reorganization whereby V.X. Fortune Capital Limited (“V.X. Fortune”) directly acquired all of the outstanding issued capital stock of (i) Golden Dawn International Limited from SkyPeople International Holdings Group and (ii) China Tianren Organic Food Holding Company Limited from Everlasting Rich Limited (the “Reorganization”). Other than the Reorganization, there have been no changes since the filing of Amendment No. 3 to the relationships between the Reporting Persons and the Issuer, and no transfers of the securities of the Issuer have occurred since the filing of Amendment No. 3.

  

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.
     
99.2†   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.

  

Previously filed.

 

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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: July 25, 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/ Yongke Xue
  Name: Yongke Xue
  Title: Sole Director
     
  Yongke Xue
     
  /s/ Yongke Xue

 

  Everlasting Rich Limited
   
  By: /s/s/ Yongke Xue
  Name: Yongke Xue
  Title: Sole Director

 

  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

 

 

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