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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
2/22/06 Wu Xiaodong SC 13G 2:13 China Medical Technologies/Inc 1193125
Chengxuan International Ltd
Document/Exhibit Description Pages Size 1: SC 13G Statement of Beneficial Ownership HTML 77K 2: EX-99.1 Consent to Joint Filing of Schedule 13g HTML 6K
| Schedule 13G |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
China Medical Technologies, Inc.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
| (CUSIP Number) |
(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)
¨ Rule 13d-1(c)
x 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. This Amendment No. 3 to Schedule 13G is deemed to amend the Schedule 13G filed with the U.S. Securities and Exchange Commission on January 31, 2001, Amendment No. 1 to Schedule 13G filed on February 17, 2004 and Amendment No. 2 to Schedule 13G filed on February 7, 2005. |
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. 169483104 |
| 1. | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
|||
| Mr. Xiaodong Wu | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |||
| (a) x | ||||
| (b) ¨ | ||||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| The People’s Republic of China |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. SOLE VOTING POWER | |
| 0 | ||
| 6. SHARED VOTING POWER | ||
| 90,020,001 | ||
| 7. SOLE DISPOSITIVE POWER | ||
| 0 | ||
| 8. SHARED DISPOSITIVE POWER | ||
| 90,020,001 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 90,020,001 ordinary shares held in the name of Chengxuan International Ltd., a British Virgin Islands company and a reporting person listed on the next page of this statement on Schedule 13G. Mr. Xiaodong Wu is the sole beneficial owner of Chengxuan International Ltd. |
||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||
| 32.9% | ||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
| IN, HC |
2
| 1. | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
|||
| Chengxuan International Ltd. | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |||
| (a) x | ||||
| (b) ¨ | ||||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. SOLE VOTING POWER | |
| 0 | ||
| 6. SHARED VOTING POWER | ||
| 90,020,001 | ||
| 7. SOLE DISPOSITIVE POWER | ||
| 0 | ||
| 8. SHARED DISPOSITIVE POWER | ||
| 90,020,001 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 90,020,001 ordinary shares held in the name of Chengxuan International Ltd. Mr. Xiaodong Wu is the sole beneficial owner of Chengxuan International Ltd. |
||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||
| 32.9% | ||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
| CO |
3
| Item 1 |
(a). |
NAME OF ISSUER | ||||||||||
| This statement relates to the Ordinary Shares (the “Ordinary Shares”) of the issuer, China Medical Technologies, Inc., a Cayman Islands company (the “Company”). | ||||||||||||
| Item 1 |
(b). |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES | ||||||||||
| The principal executive offices of the Company are located at No. 24 Yong Chang North Road, Beijing Economic–Technological Development Area, Beijing 100176, People’s Republic of China. | ||||||||||||
| Item 2. |
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby file this statement on Schedule 13G on behalf of Mr. Xiaodong Wu, a citizen of The People’s Republic of China (“Mr. Wu”) and Chengxuan International Ltd., a British Virgin Islands company (“Chengxuan”) (each a “Reporting Person” and collectively, the “Reporting Persons”). Mr. Wu is the sole beneficial owner of Chengxuan. Consequently, Mr. Wu may be deemed to control Chengxuan and share with Chengxuan voting and dispositive power over the Ordinary Shares of the Company held by it. | |||||||||||
| MR. WU | ||||||||||||
| (a) |
Name of Person Filing: | |||||||||||
| Xiaodong Wu | ||||||||||||
| (b) |
Address of Principal Business Office: | |||||||||||
| c/o China Medical Technologies, Inc., No. 24 Yong Chang North Road, Beijing Economic–Technological Development Area, Beijing 100176, People’s Republic of China. | ||||||||||||
| (c) |
Citizenship: | |||||||||||
| The People’s Republic of China | ||||||||||||
| (d) |
Title of Class of Securities: | |||||||||||
| Ordinary Shares | ||||||||||||
| (e) |
CUSIP Number: | |||||||||||
| 169483104 | ||||||||||||
| CHENGXUAN | ||||||||||||
| (a) |
Name of Person Filing: | |||||||||||
| Chengxuan International Ltd. | ||||||||||||
| (b) |
Address of Principal Business Office: | |||||||||||
| c/o China Medical Technologies, Inc., No. 24 Yong Chang North Road, Beijing Economic–Technological Development Area, Beijing 100176, People’s Republic of China. | ||||||||||||
| (c) |
Place of Organization: | |||||||||||
| Chengxuan is organized under the laws of the British Virgin Islands. | ||||||||||||
| (d) |
Title of Class of Securities: | |||||||||||
| Ordinary Shares | ||||||||||||
| (e) |
CUSIP Number: | |||||||||||
| 169483104 | ||||||||||||
| Item 3. |
IF THIS STATEMENT IS FILED PURSUANT TO §§240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: | |||||||||||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o) | ||||||||||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c) | ||||||||||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c) | ||||||||||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) | ||||||||||
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E) | ||||||||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F) | ||||||||||
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G) | ||||||||||
| (h) | ¨ | A savings association as defined in Section 3 (b) of the Federal Deposit Insurance Act (12 U.S.C.1813) | ||||||||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3 (c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) | ||||||||||
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J) | ||||||||||
| Not applicable. | ||||||||||||
4
| Item 4. |
OWNERSHIP | |||||||||
| The following information with respect to the ownership of the Ordinary Shares of the Company by the persons filing this statement is provided as of December 31, 2005. The percentage amounts are based on 273,600,001 Ordinary Shares outstanding as of December 31, 2005, as derived from the Company’s corporate records. | ||||||||||
| Because Mr. Wu is the sole beneficial owner of Chengxuan, Mr. Wu may be deemed to control Chengxuan and share voting and dispositive power with Chengxuan over such Ordinary Shares of the Company held by it. | ||||||||||
| MR. WU | ||||||||||
| (a) | Amount beneficially owned: | |||||||||
| 90,020,001 | ||||||||||
| (b) | Percent of class: | |||||||||
| 32.9% | ||||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| i. | sole power to vote or to direct the vote: | |||||||||
| 0 | ||||||||||
| ii. | shared power to vote or to direct the vote: | |||||||||
| 90,020,001 | ||||||||||
| iii. | sole power to dispose or to direct the disposition: | |||||||||
| 0 | ||||||||||
| iv. | shared power to dispose or to direct the disposition: | |||||||||
| 90,020,001 | ||||||||||
| CHENGXUAN | ||||||||||
| (a) | Amount beneficially owned: | |||||||||
| 90,020,001 | ||||||||||
| (b) | Percent of class: | |||||||||
| 32.9% | ||||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| i. | sole power to vote or to direct the vote: | |||||||||
| 0 | ||||||||||
| ii. | shared power to vote or to direct the vote: | |||||||||
| 90,020,001 | ||||||||||
| iii. | sole power to dispose or to direct the disposition: | |||||||||
| 0 | ||||||||||
| iv. | shared power to dispose or to direct the disposition: | |||||||||
| 90,020,001 | ||||||||||
| Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS | |||||||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ | ||||||||||
| Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON | |||||||||
| Not applicable. | ||||||||||
| Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY | |||||||||
| The subsidiary, Chengxuan International Ltd., which acquired the securities being reported on is a Reporting Person in this statement on Schedule 13G. | ||||||||||
| Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP | |||||||||
| The members of this group are set forth as Reporting Persons in this statement on Schedule 13G. | ||||||||||
| Item 9. |
NOTICE OF DISSOLUTION OF GROUP | |||||||||
| Not applicable. | ||||||||||
| Item 10. |
CERTIFICATION | |||||||||
| Not applicable. | ||||||||||
5
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.
| Dated: February 22, 2006 | ||
| /s/ Xiaodong Wu | ||
| Mr. Xiaodong Wu | ||
| Chengxuan International Ltd. | ||
| By: |
/s/ Xiaodong Wu | |
| Name: |
Mr. Xiaodong Wu | |
| Title: |
Sole Beneficial Owner and Director | |
6
| This SC 13G Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 1/31/01 | ||||
| 2/17/04 | ||||
| 2/7/05 | ||||
| 12/31/05 | ||||
| Filed On / Filed As Of | 2/22/06 | |||
| Top | List All Filings | |||