UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment
No. 1)*
Shengkai Innovations,
Inc.
(Name of
Issuer)
Common Stock, par value
$0.001
(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)
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
(“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).
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1.
|
Names
of Reporting Persons
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I.R.S.
Identification Nos. of above persons (entities only)
Adam
Benowitz
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2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship
or Place of Organization
|
United
States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
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5. SOLE VOTING POWER
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0
|
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6. SHARED VOTING POWER
|
2,407,700
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7. SOLE DISPOSITIVE POWER
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0
|
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8. SHARED DISPOSITIVE POWER
|
2,407,700
|
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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2,407,700
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10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨
|
|
11.
|
Percent
of Class Represented by Amount in Row
(9)
|
9.9%
|
12.
|
Type
of Reporting Person (See
Instructions)
|
IN
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1.
|
Names
of Reporting Persons
|
I.R.S.
Identification Nos. of above persons (entities only)
Vision
Capital Advisors, LLC
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2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
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
|
2,407,700
|
|
7. SOLE DISPOSITIVE POWER
|
0
|
|
8. SHARED DISPOSITIVE POWER
|
2,407,700
|
|
9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
|
2,407,700
|
10.
|
Check if
the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨
|
|
11.
|
Percent
of Class Represented by Amount in Row
(9)
|
9.9%
|
12.
|
Type
of Reporting Person (See
Instructions)
|
IA
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1.
|
Names
of Reporting Persons
|
I.R.S.
Identification Nos. of above persons (entities only)
|
|
Vision
Opportunity China Fund Limited
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship
or Place of Organization
|
Guernsey
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5. SOLE VOTING POWER
|
0
|
|
6. SHARED VOTING POWER
|
2,407,700
|
|
7. SOLE DISPOSITIVE POWER
|
0
|
|
8. SHARED DISPOSITIVE POWER
|
2,407,700
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
|
2,407,700
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨
|
|
11.
|
Percent
of Class Represented by Amount in Row
(9)
|
9.9%
|
12.
|
Type
of Reporting Person (See
Instructions)
|
CO
|
1.
|
Names
of Reporting Persons
|
I.R.S.
Identification Nos. of above persons (entities only)
Vision
Opportunity China LP
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship
or Place of Organization
|
Guernsey
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5. SOLE VOTING POWER
|
0
|
|
6. SHARED VOTING POWER
|
2,407,700
|
|
7. SOLE DISPOSITIVE POWER
|
0
|
|
8. SHARED DISPOSITIVE POWER
|
2,407,700
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
|
2,407,700
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨
|
|
11.
|
Percent
of Class Represented by Amount in Row
(9)
|
9.9%
|
12.
|
Type
of Reporting Person (See
Instructions)
|
PN
|
1.
|
Names
of Reporting Persons
|
I.R.S.
Identification Nos. of above persons (entities only)
Vision
Opportunity China GP Limited
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship
or Place of Organization
|
Guernsey
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH:
|
5. SOLE
VOTING POWER
|
0
|
|
6. SHARED
VOTING POWER
|
2,407,700
|
|
7. SOLE
DISPOSITIVE POWER
|
0
|
|
8. SHARED
DISPOSITIVE POWER
|
2,407,700
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
2,407,700
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨
|
|
11.
|
Percent
of Class Represented by Amount in Row
(9)
|
9.9%
|
12.
|
Type
of Reporting Person (See
Instructions)
|
CO
Item
1.
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(a)
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The
name of the issuer is Shengkai Innovations, Inc. (the “Issuer”).
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(b)
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The
principal executive offices of the Issuer are located at No. 27, Wang Gang
Road, Jin Nan (Shuang Gang) Economic and Technology Development Area,
Tianjin, People’s Republic of
China.
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Item
2.
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(a)
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This
Statement is being filed by (i) Vision Opportunity China LP, a limited
partnership organized under the laws of Guernsey (the “China Fund”), (ii)
Vision Opportunity China GP Limited, a corporate entity organized under
the laws of Guernsey (the “China Fund GP”), (iii)
Vision Opportunity China Fund Limited, a corporate entity organized under
the laws of Guernsey (the “China Fund Ltd.”), (iv)
Vision Capital Advisors, LLC, a Delaware limited liability company (the
“Investment
Manager”), and (v) Adam Benowitz, a United States
citizen (all of the foregoing, collectively, the “Filers”). The
China Fund is a private investment vehicle engaged in investing and
trading in a wide variety of securities and financial instruments for its
own account. The China Fund directly beneficially owns all of
the shares reported in this Statement. Mr. Benowitz, the
Investment Manager, the China Fund GP and the China Fund Ltd. may be
deemed to share with the China Fund voting and dispositive power with
respect to such shares. Each Filer disclaims beneficial ownership with
respect to any shares other than those beneficially owned directly by such
Filer.
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(b) The
principal business office of each of the Investment Manager and Mr. Benowitz
is:
20 West
55th Street, 5th Floor
USA
The
principal business office of each of the China Fund, the China Fund GP and the
China Fund Ltd. is:
Suites 13
and 15
Sarnia
House
Le
Truchot
St Peter
Port
Guernsey
GY1 4NA
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(c)
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For
citizenship information see Item 4 of the cover page of each
Filer.
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(d)
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This
Statement relates to the Common Stock, par value $0.001 per share, of the
Issuer (the “Common
Stock”).
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(e)
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The
CUSIP Number of the Common Stock is listed on the cover pages
hereto.
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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:
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(a)
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¨
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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¨
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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¨
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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¨
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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¨
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An
investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An
employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A
parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.
1813);
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(i)
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¨
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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);
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(j)
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¨
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Group,
in accordance with
240.13d-1(b)(1)(ii)(J).
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Item
4. Ownership.
As of
December 31, 2009, the China Fund (i) owned 200,000 shares of Common Stock, (ii)
had the ability to acquire an additional 2,207,700 shares of Common Stock within
60 days through the exercise or conversion of derivative securities, and (iii)
thus beneficially owned 2,407,700 shares of Common Stock, representing 9.9% of
all of the outstanding shares of Common Stock.
The
forgoing is based on 22,112,500 shares of Common Stock outstanding as of
November 30, 2009, as reported in the Issuer’s Rule 424(b)(3) Prospectus filed
on November 30, 2009.
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.
Not
applicable.
Item
8. Identification and Classification of Members of the
Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
(a) Not
applicable.
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(b)
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By
signing below I certify that, to the best of my 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.
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SIGNATURE
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.
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ADAM
BENOWITZ
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VISION
CAPITAL ADVISORS, LLC
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By:
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Adam
Benowitz, for himself and as Managing Member
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of
the Investment Manager
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VISION
OPPORTUNITY CHINA LP
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VISION
OPPORTUNITY CHINA GP LIMITED
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VISION
OPPORTUNITY CHINA FUND LIMITED
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By:
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David
Benway, as a Director of the China Fund GP (for
itself
and on behalf of the China Fund) and the China
Fund
Ltd.
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