UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act
of 1934
Viewtran Group, Inc. |
(Name of Issuer) |
|
Ordinary Shares, par value $.01 per share |
(Title of Class of Securities) |
|
89614K 10 6 |
(CUSIP Number) |
Yong Zhao |
Hoover Global Investments Limited |
1501, Tower C, Skyworth Building, High Tech Industrial Park, Nanshan, Shenzhen 518057 PRC |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
|
June 30, 2015 |
(Date of Event which Requires Filing of this Statement) |
If the
filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ¨.
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) 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 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)
Page 2 of 6 Pages
1 |
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hoover Global Investments Limited |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS*
WC
|
5 |
CHECK BOX 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
12,197,194 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
12,197,194 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,197,194 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.1% |
14 |
TYPE OF REPORTING PERSON*
OO |
Page 3 of 6 Pages
1 |
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Yong Zhao |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS*
N/A
|
5 |
CHECK BOX 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
12,197,194 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
12,197,194 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,197,194 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.1% |
14 |
TYPE OF REPORTING PERSON*
IN |
Page 4 of 6 Pages
| Item 1. | Security and Issuer. |
This statement relates to the ordinary shares, par
value $.01 per share (“Ordinary Shares”), of Viewtran Group, Inc., a Cayman Islands company (the “Company”).
The address of the Company's principal executive office is c/o Comtech Group, Room 1501, Tower C, Skyworth Building, High Tech
Industrial Park, Nanshan, Shenzhen 518057 PRC.
| Item 2. | Identity and Background. |
(a) This Schedule 13D is filed by Hoover Global
Investments Limited (“Hoover”) and Yong Zhao, the sole director of Hoover.
(b) The
business address of both Hoover and Mr. Zhao is Flat B 11/F Centre 600, 82 King Lam Street, Lai Chi Kok, Kowloon, Hong Kong.
(c) Hoover is in the business of making investments.
Mr. Zhao is the sole director.
(d) During the past five years, neither Hoover
nor Mr. Zhao have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) During the past five years, neither Hoover
nor Mr. Zhao have 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.
(f) Hoover is formed in the British Virgin Islands.
Mr. Zhao is a citizen of the People’s Republic of China.
| Item 3. | Source and Amount of Funds and Other Consideration. |
On
June 30, 2015, Hoover acquired 9,701,524 Ordinary Shares from Comtech Global Investment Ltd. at $1.13 per share. Beginning
in 2011 and through June 30, 2015, Hoover acquired 2,495,670 Ordinary Shares at an average price of $3.471 in the open market.
Hoover used its working capital to make all such purchases.
| Item 4. | Purpose of Transaction. |
Hoover acquired the securities for purposes
of assuming control of the Company, and intends to effect a change of the Board of Directors and management of the Company. Except
for the foregoing, neither Hoover nor Mr. Zhao have any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional
securities of the Company;
(b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation , involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount
of assets of the Company or of any of its subsidiaries;
Page 5 of 6 Pages
(d) any change in the present board of
directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board;
(e) any material change in the present
capitalization or dividend policy of the Company;
(f) any other material change in the Company’s
business or corporate structure;
(g) changes in the Company’s charter,
bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any other
person;
(h) causing a class of securities of the
Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) a class of equity securities of the
Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or
(j) any similar action to those enumerated
above.
| Item 5. | Interest in Securities of the Company. |
(a)
Hoover owns an aggregate of 12,197,194 Ordinary Shares, representing approximately 46.1% of the total issued and outstanding
Ordinary Shares, based on 26,481,819 shares outstanding on May 6, 2015, as reported in the issuer’s proxy statement for its
meeting of shareholders held on May 27, 2015. Mr. Zhao has voting and dispositive power with respect to such Ordinary Shares because
he is the sole director of Hoover.
(b)
Except as described in Item 5(a) above, none of the reporting persons share voting or dispositive power over any Ordinary
Shares. Because he is the only director of Hoover, Yong Zhao may be deemed to be the beneficial owners of such Ordinary Shares.
(c) Other than the transactions reported
in Item 3 of this Schedule 13D/A, the reporting persons have not effected any transactions in the Ordinary Shares in the past 60
days.
(d) No
other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of the shares owned by the reporting persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
Not Applicable
| Item 7. | Materials to be Filed as Exhibits. |
Not Applicable
Page
6 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: August 13, 2015
|
HOOVER GLOBAL INVESTMENTS LIMITED |
|
|
|
|
By: |
/s/ Yong Zhao |
|
Name: Yong Zhao |
|
|
|
|
|
|
|
By: |
/s/ Yong Zhao |
|
Name: Yong Zhao |
JOINT FILING AGREEMENT
In accordance with Rule 13d-k(1) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule
13D (including amendments thereto) with respect to the ordinary shares of Viewtran Group, Inc. and further agree that this Joint
Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized,
have executed this Joint Filing Agreement this 13th day of August 2015.
HOOVER GLOBAL INVESTMENTS LIMITED |
|
|
|
|
By: |
/s/ Yong Zhao |
|
Name: Yong Zhao |
|
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By: |
/s/ Yong Zhao |
|
Name: Yong Zhao |
|
Viewtran (CE) (USOTC:VIEWF)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Viewtran (CE) (USOTC:VIEWF)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024