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
2,783,939
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
2,783,939
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,783,939
(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
9.2%
*
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
*
Based on 30,240,202 outstanding
shares of common stock, par value $0.001 per share, as reported by American
Lorain Corporation on its Rule 424B3 filing made on December 24,
2009.
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
175,280
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
175,280
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,280
(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
0.6%*
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
*
Based on 30,240,202 outstanding
shares of common stock, par value $0.001 per share, as reported by American
Lorain Corporation on its Rule 424B3 filing made on December 24,
2009.
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
2,959,219*
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
2,959,219*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,959,219*
(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
9.8%**
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
*Includes 2,783,939 shares of
common stock, par value $0.001 per share, held by Jayhawk Private Equity Fund,
L.P. and 175,280 shares of common stock, par value $0.001 per share, held by
Jayhawk Private Equity Co-Invest Fund, L.P.
**Based
on 30,240,202 outstanding shares of common stock, par value $0.001 per share, as
reported by American Lorain Corporation on its Rule 424B3 filing made on
December 24, 2009.
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
2,959,219*
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
2,959,219*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,959,219*
(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
9.8%**
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
*Includes 2,783,939 shares of
common stock, par value $0.001 per share, held by Jayhawk Private Equity Fund,
L.P. and 175,280 shares of common stock, par value $0.001 per share, held by
Jayhawk Private Equity Co-Invest Fund, L.P.
**Based
on 30,240,202 outstanding shares of common stock, par value $0.001 per share, as
reported by American Lorain Corporation on its Rule 424B3 filing made on
December 24, 2009.
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
2,959,219*
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
2,959,219*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,959,219*
(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
9.8%**
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
*Includes 2,783,939 shares of
common stock, par value $0.001 per share, held by Jayhawk Private Equity Fund,
L.P. and 175,280 shares of common stock, par value $0.001 per share, held by
Jayhawk Private Equity Co-Invest Fund, L.P.
**Based
on 30,240,202 outstanding shares of common stock, par value $0.001 per share, as
reported by American Lorain Corporation on its Rule 424B3 filing made on
December 24, 2009.
The
information below is as of the date of December 31, 2008.
(a) Amount
beneficially owned:
1. Jayhawk
Private Equity Fund, L.P.: 2,783,939
2. Jayhawk Private Equity
Co-Invest Fund, L.P.: 175,280
3. Jayhawk Private Equity
GP, L.P.: 2,959,219*
4. Jayhawk Capital
Management, L.L.C.: 2,959,219*
5. Kent C. McCarthy:
2,959,219*
(b) Percent
of class:
1. Jayhawk
Private Equity Fund, L.P.: 9.2%
2. Jayhawk Private Equity
Co-Invest Fund, L.P.: 0.6%
3. Jayhawk Private Equity
GP, L.P.: 9.8%
4. Jayhawk Capital
Management, L.L.C.: 9.8%
5. Kent C. McCarthy:
9.8%
Percent
of class is based on 30,240,202 outstanding shares of common stock, par value
$0.001 per share, as reported by American Lorain Corporation on its Rule 424B3
filing made on December 24, 2009.
(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.: 2,783,939
2. Jayhawk Private Equity
Co-Invest Fund, L.P.: 175,280
3. Jayhawk Private Equity
GP, L.P.: 2,959,219*
4. Jayhawk Capital
Management, L.L.C.: 2,959,219*
5. Kent C. McCarthy:
2,959,219*
(iii) Sole power to dispose
or to direct the disposition of: 0
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.: 2,783,939
2. Jayhawk Private Equity
Co-Invest Fund, L.P.: 175,280
3. Jayhawk Private Equity
GP, L.P.: 2,959,219*
4. Jayhawk Capital
Management, L.L.C.: 2,959,219*
5. Kent C. McCarthy:
2,959,219*
*Includes 2,783,939 shares of
common stock, par value $0.001 per share, held by Jayhawk Private Equity Fund,
L.P. and 175,280 shares of common stock, par value $0.001 per share, held by
Jayhawk Private Equity Co-Invest Fund, L.P.
In addition to the common
stock listed above, Jayhawk Private Equity Fund, L.P. and Jayhawk Private Equity
Co-Invest Fund, L.P. each holds 831,658 and 51,182, respectively, warrants to
purchase common stock, par value $0.001 per share. These warrants are
immediately exercisable, but a contractual provision prohibits the reporting
persons from exercising such warrants if such exercise would result in the
reporting persons owning more than 4.99% of the issuer’s common
stock. Due to the reporting persons’ current ownership, they are
contractually prohibited from exercising the
warrants.
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.
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.
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|
|
|
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|
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/s/
Kent C. McCarthy
|
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|
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Kent
C. McCarthy
|
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|
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Jayhawk
Capital Management, L.L.C.
|
|
|
|
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|
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By:
|
/s/
Kent C. McCarthy
|
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|
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Name: Kent
C. McCarthy
|
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|
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Title: Manager
|
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|
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Jayhawk
Private Equity GP, L.P.
|
|
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|
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By:
|
Jayhawk
Capital Management, L.L.C.
Its
general partner
/s/
Kent C. McCarthy
|
|
|
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Name: Kent
C. McCarthy
|
|
|
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Title:
Manager
|
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Jayhawk
Private Equity Fund, L.P.
|
|
|
|
|
|
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By:
|
Jayhawk
Private Equity GP, L.P.
Its
general partner
/s/
Kent C. McCarthy
|
|
|
|
Name: Kent
C. McCarthy
|
|
|
|
Title:
Manager of Jayhawk Capital Management, LLC, the General Partner of
Jayhawk Private Equity GP, L.P.
|
|
|
|
|
|
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Jayhawk
Private Equity Co-Invest Fund, L.P.
|
|
|
|
|
|
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By:
|
Jayhawk
Private Equity GP, L.P.
Its
general partner
/s/
Kent C. McCarthy
|
|
|
|
Name: Kent
C. McCarthy
|
|
|
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Title:
Manager of Jayhawk Capital Management, LLC, the General Partner of
Jayhawk Private Equity GP, L.P.
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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 American Lorain Corporation, 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 13th day of
February, 2009.
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|
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/s/
Kent C. McCarthy
|
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|
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Kent
C. McCarthy
|
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|
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Jayhawk
Capital Management, L.L.C.
|
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|
|
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|
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By:
|
/s/
Kent C. McCarthy
|
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|
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Name: Kent
C. McCarthy
|
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|
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Title:
Manager
|
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|
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Jayhawk
Private Equity GP, L.P.
|
|
|
|
|
|
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By:
|
Jayhawk
Capital Management, L.L.C.
Its
general partner
/s/
Kent C. McCarthy
|
|
|
|
Name: Kent
C. McCarthy
|
|
|
|
Title:
Manager
|
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Jayhawk
Private Equity Fund, L.P.
|
|
|
|
|
|
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By:
|
Jayhawk
Private Equity GP, L.P.
Its
general partner
/s/
Kent C. McCarthy
|
|
|
|
Name: Kent
C. McCarthy
|
|
|
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Title:
Manager of Jayhawk Capital Management, LLC, the General Partner of
Jayhawk Private Equity GP, L.P.
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|
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Jayhawk
Private Equity Co-Invest Fund, L.P.
|
|
|
|
|
|
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By:
|
Jayhawk
Private Equity GP, L.P.
Its
general partner
/s/
Kent C. McCarthy
|
|
|
|
Name: Kent
C. McCarthy
|
|
|
|
Title:
Manager of Jayhawk Capital Management, LLC, the General Partner of
Jayhawk Private Equity GP, L.P.
|
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