UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

SCHEDULE 13G/A
Amendment No. 1

Under the Securities Exchange Act of 1934*


China Marine Food Group Limited
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
16943R106
(CUSIP Number)
 
December 31, 2012
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ]                 Rule 13d-1(b)
[X]                 Rule 13d-1(c)
[   ]                 Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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 (the “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.     16943R106    
 

 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  (entities only)
Jayhawk Private Equity Fund, L.P. (20-5004931)
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  [   ]
(b)  [X]
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
 
5
 
SOLE VOTING POWER
0
 
6
 
SHARED VOTING POWER
2,434,868
 
7
 
SOLE DISPOSITIVE POWER
0
 
8
 
SHARED DISPOSITIVE POWER
2,434,868
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,434,868 (see Item 4)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions)  [   ]
Not Applicable
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.19%*
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
* Based on 29,722,976 outstanding shares of common stock, par value $0.001 per share, as reported by China Marine Food Group Limited on its Form 10-Q for the quarterly period ended September 30, 2012, as filed with the Securities and Exchange commission on November 14, 2012.




 
1
 

 
  CUSIP No.     16943R106    
 
 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  (entities only)
Jayhawk Private Equity Co-Invest Fund, L.P. (20-5249125)
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  [   ]
(b)  [X]
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
 
5
 
SOLE VOTING POWER
0
 
6
 
SHARED VOTING POWER
204,581
 
7
 
SOLE DISPOSITIVE POWER
0
 
8
 
SHARED DISPOSITIVE POWER
204,581
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,581 (see Item 4)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions)  [   ]
Not Applicable
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.69%*
 
12
 
PN
* Based on 29,722,976 outstanding shares of common stock, par value $0.001 per share, as reported by China Marine Food Group Limited on its Form 10-Q for the quarterly period ended September 30, 2012, as filed with the Securities and Exchange commission on November 14, 2012.




 
 

 
2
 
 
 
  CUSIP No.     16943R106    
 
 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  (entities only)
Jayhawk Private Equity GP, L.P. (20-5005219)
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  [   ]
(b)  [X]
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
 
5
 
SOLE VOTING POWER
0
 
6
 
SHARED VOTING POWER
2,639,449*
 
7
 
SOLE DISPOSITIVE POWER
0
 
8
 
SHARED DISPOSITIVE POWER
2,639,449*
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,639,449* (see Item 4)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions)  [   ]
Not Applicable
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.88% **
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
* Includes 2,434,868 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Fund, L.P. and 204,581 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Co-Invest Fund, L.P.
** Based on 29,722,976 outstanding shares of common stock, par value $0.001 per share, as reported by China Marine Food Group Limited on its Form 10-Q for the quarterly period ended September 30, 2012, as filed with the Securities and Exchange commission on November 14, 2012.






 
3
 

 
  CUSIP No.     16943R106    

 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  (entities only)
Jayhawk Capital Management, L.L.C. (48-1172612)
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  [   ]
(b)  [X]
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
 
5
 
SOLE VOTING POWER
0
 
6
 
SHARED VOTING POWER
2,639,449*
 
7
 
SOLE DISPOSITIVE POWER
0
 
8
 
SHARED DISPOSITIVE POWER
2,639,449*
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,639,449* (see Item 4)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions)  [   ]
Not Applicable
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.88% **
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
* Includes 2,434,868 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Fund, L.P. and 204,581 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Co-Invest Fund, L.P.
** Based on 29,722,976 outstanding shares of common stock, par value $0.001 per share, as reported by China Marine Food Group Limited on its Form 10-Q for the quarterly period ended September 30, 2012, as filed with the Securities and Exchange commission on November 14, 2012.




 
4
 

 
  CUSIP No.     16943R106    
 

 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  (entities only)
Kent C. McCarthy
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  [   ]
(b)  [X]
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
 
5
 
SOLE VOTING POWER
0
 
6
 
SHARED VOTING POWER
2,639,449*
 
7
 
SOLE DISPOSITIVE POWER
0
 
8
 
SHARED DISPOSITIVE POWER
2,639,449*
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,639,449* (see Item 4)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions)  [   ]
Not Applicable
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.88% **
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
* Includes 2,434,868 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Fund, L.P. and 204,581 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Co-Invest Fund, L.P.
** Based on 29,722,976 outstanding shares of common stock, par value $0.001 per share, as reported by China Marine Food Group Limited on its Form 10-Q for the quarterly period ended September 30, 2012, as filed with the Securities and Exchange commission on November 14, 2012.

  
 

 

 
5
 

Item 4
Ownership :

The information below is as of the date of December 31, 2012:

(a) Amount beneficially owned:

1. Jayhawk Private Equity Fund, L.P.: 2,434,868
2. Jayhawk Private Equity Co-Invest Fund, L.P.: 204,581
3. Jayhawk Private Equity GP, L.P.: 2,639,449*
4. Jayhawk Capital Management, L.L.C.: 2,639,449*
5. Kent C. McCarthy: 2,639,449*

(b) Percent of class:

1. Jayhawk Private Equity Fund, L.P.: 8.19%
2. Jayhawk Private Equity Co-Invest Fund, L.P.: 0.69%
3. Jayhawk Private Equity GP, L.P.: 8.88%
4. Jayhawk Capital Management, L.L.C.: 8.88%
5. Kent C. McCarthy: 8.88%

Percent of class is based on 29,722,976 outstanding shares of common stock, par value $0.001 per share, as reported by China Marine Food Group Limited on its Form 10-Q for the quarterly period ended September 30, 2012, as filed with the Securities and Exchange commission on November 14, 2012.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

1. Jayhawk Private Equity Fund, L.P.: 0
2. Jayhawk Private Equity Co-Invest Fund, L.P.: 0
3. Jayhawk Private Equity GP, L.P.: 0
4. Jayhawk Capital Management, L.L.C.: 0
5. Kent C. McCarthy: 0

(ii) Shared power to vote or direct the vote:

1. Jayhawk Private Equity Fund, L.P.: 2,434,868
2. Jayhawk Private Equity Co-Invest Fund, L.P.: 204,581
3. Jayhawk Private Equity GP, L.P.: 2,639,449*
4. Jayhawk Capital Management, L.L.C.: 2,639,449*
5. Kent C. McCarthy: 2,639,449*

(iii) Sole power to dispose or to direct the disposition of:

1. Jayhawk Private Equity Fund, L.P.: 0
2. Jayhawk Private Equity Co-Invest Fund, L.P.: 0
3. Jayhawk Private Equity GP, L.P.: 0
4. Jayhawk Capital Management, L.L.C.: 0
5. Kent C. McCarthy: 0

(iv) Shared power to dispose or to direct the disposition of:

1. Jayhawk Private Equity Fund, L.P.: 2,434,868
2. Jayhawk Private Equity Co-Invest Fund, L.P.: 204,581
3. Jayhawk Private Equity GP, L.P.: 2,639,449*
4. Jayhawk Capital Management, L.L.C.: 2,639,449*
5. Kent C. McCarthy: 2,639,449*

* Includes 2,434,868 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Fund, L.P. and 204,581 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Co-Invest Fund, L.P.

Item 10
Certification :

By signing below each party certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 

 
6
 

 
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the parties below certify that the information set forth in this statement is true, complete and correct.

Dated:
February 6, 2013
       
      /s/ Kent C. McCarthy  
   
Kent C. McCarthy
 
       

 
Jayhawk Capital Management, L.L.C.
 
       
 
By:
 /s/ Kent C. McCarthy
 
   
Name: Kent C. McCarthy
 
   
Title: Manager
 

 
 
Jayhawk Private Equity GP, L.P.
 
       
 
By:
Jayhawk Capital Management, L.L.C.
Its general partner                                             
 
 
  By:  /s/ Kent C. McCarthy  
   
Name:  Kent C. McCarthy
 
   
Title:    Manager
 

 
Jayhawk Private Equity Fund, L.P.
 
       
 
By:
Jayhawk Private Equity GP, L.P.
Its general partner
 
By: Jayhawk Capital Management L.L.C.
       Its general partner
                                           
 
  By:  /s/ Kent C. McCarthy  
   
Name:  Kent C. McCarthy
 
   
Title:    Manager
 
 
 
Jayhawk Private Equity Co-Invest Fund, L.P.
 
       
 
By:
Jayhawk Private Equity GP, L.P.
Its general partner
 
By: Jayhawk Capital Management L.L.C.
       Its general partner
                                                  
 
  By:  /s/ Kent C. McCarthy  
   
Name:  Kent C. McCarthy
 
   
Title:    Manager
 

 
 
 
7
 

Exhibit A

 
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of China Marine Food Group Limited, and further agree that this Agreement be included as an exhibit to such filings.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 6th day of February, 2013.
 
       
      /s/ Kent C. McCarthy  
   
Kent C. McCarthy
 
       

 
Jayhawk Capital Management, L.L.C.
 
       
 
By:
 /s/ Kent C. McCarthy
 
   
Name: Kent C. McCarthy
 
   
Title: Manager
 

 
 
Jayhawk Private Equity GP, L.P.
 
       
 
By:
Jayhawk Capital Management, L.L.C.
Its general partner                                             
 
 
  By:  /s/ Kent C. McCarthy  
   
Name:  Kent C. McCarthy
 
   
Title:    Manager
 

 
Jayhawk Private Equity Fund, L.P.
 
       
 
By:
Jayhawk Private Equity GP, L.P.
Its general partner
 
By: Jayhawk Capital Management L.L.C.
       Its general partner
                                           
 
  By:  /s/ Kent C. McCarthy  
   
Name:  Kent C. McCarthy
 
   
Title:    Manager
 
 
 
Jayhawk Private Equity Co-Invest Fund, L.P.
 
       
 
By:
Jayhawk Private Equity GP, L.P.
Its general partner
 
By: Jayhawk Capital Management L.L.C.
       Its general partner
                                                  
 
  By:  /s/ Kent C. McCarthy  
   
Name:  Kent C. McCarthy
 
   
Title:    Manager
 

 
China Marine Food (PK) (USOTC:CMFO)
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China Marine Food (PK) (USOTC:CMFO)
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부터 3월(3) 2024 으로 3월(3) 2025 China Marine Food (PK) 차트를 더 보려면 여기를 클릭.