Amended Statement of Ownership (sc 13g/a)
18 Februar 2014 - 12:33PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
(Amendment No. 2)*
American Lorain Corporation
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of
Class of Securities)
027297100
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
|
[ ]
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Rule 13d-1(b)
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[X]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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*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).
SCHEDULE 13G
CUSIP NO. 027297100
1
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Tongley Investment Ltd., British Virgin Islands
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) [
]
(b) [x]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
4,183,234 shares of Common Stock
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
4,183,234 shares of Common Stock
|
8
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SHARED DISPOSITIVE POWER
0
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,183,234 shares of Common Stock
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN
SHARES [
]
|
11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
12.1% (See Item 4)
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12
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TYPE OF REPORTING PERSON
CO
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SCHEDULE 13G
CUSIP NO. 027297100
1
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Jiayu Wang
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) [
]
(b) [x]
|
3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
4,183,234 shares of Common Stock
|
6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
4,183,234 shares of Common Stock
|
8
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SHARED DISPOSITIVE POWER
0
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,183,234 shares of Common Stock
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN
SHARES [
]
|
11
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
12.1% (See Item 4)
|
12
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TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G
CUSIP NO. 027297100
1
|
NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Weimin Yin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) [
]
(b) [x]
|
3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
4,183,234 shares of Common Stock
|
6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
4,183,234 shares of Common Stock
|
8
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SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,183,234 shares of Common Stock
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN
SHARES [
]
|
11
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
12.1% (See Item 4)
|
12
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TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G
CUSIP NO. 027297100
Item
1(a).
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Name of Issuer:
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American Lorain Corporation (the "Issuer")
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Item
1(b).
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Address of Issuer's Principal Executive
Offices:
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Beihuan Zhong Road
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Junan County
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Shandong, China 276600
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Items 2(a),
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(b) and (c).
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Name of Persons Filing
,
Address of
Principal Business Office and
Citizenship:
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This Amendment No. 2 to Schedule 13G is being
filed on behalf of Tongley Investment Ltd., Jiayu Wang and Weiming Yin
(the "Reporting Persons").
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The principal business office of the Reporting
Persons is P.O. Box 957, Offshore Incorporeations Centre, Road Town,
Tortola, British Virigina Islands. For citizenship, see Item 4 of each
cover page.
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Item
2(d).
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Title of Class of Securities:
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Common Stock, par value $0.001 per share (the "Common
Stock")
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Item
2(e).
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CUSIP Number:
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027297100
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Item
3.
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Not applicable
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Item
4.
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Ownership.
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(a)
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Amount beneficially owned
:
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4,183,234 shares of Common Stock*
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(b)
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Percent of class
:
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Based on 34,616,714 shares of Common Stock of the Issuer outstanding as of December 2, 2013, the Reporting Persons hold approximately 12.1%* of the issued and outstanding Common Stock of the Issuer.
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(c)
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Number of shares to which such person
has
:
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(i)
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Sole power to vote or direct the vote: 4,183,234 shares of Common Stock*
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(ii)
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Shared power to vote or direct the vote:
0
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SCHEDULE 13G
CUSIP NO. 027297100
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(iii)
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Sole power to dispose or to direct the disposition of 4,183,234 shares of Common Stock*
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(iv)
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Shared power to dispose of or direct the disposition of:
0
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*Tongley Investment Ltd. is owned by Jiayu Wang, an Australian
individual, and Weimin Yin, a PRC individual. Mr. Wang and Mr. Yin may be deemed
to be the beneficial owners of the shares of Common Stock beneficially owned by
Tongley Investment Ltd., but expressly disclaims beneficial ownership of all
shares of Common Stock beneficially owned by Tongley Investment Ltd.
Item
5.
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Ownership of Five Percent or Less of a
Class.
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Not applicable
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Item
6.
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Ownership of More than Five Percent on
Behalf of Another Person.
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Not applicable
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Item
7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not applicable
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Item
8.
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Identification and Classification of Members of a Group.
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Not applicable
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Item
9.
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Notice of Dissolution of a Group.
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Not applicable
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Item
10.
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Certification.
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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.
SCHEDULE 13G
CUSIP NO. 027297100
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.
Dated: February 17, 2014
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TONGLEY INVESTMENT LTD.
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By:
/s/ Weimin Yin
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Weimin Yin
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Executive
Director
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/s/ JiayuWang
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Jiayu Wang
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/s/ Weimin Yin
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Weimin Yin
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SCHEDULE 13G
CUSIP NO. 027297100
LIST OF EXHIBITS
Exhibit No
.
|
Description
|
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1.
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Joint Filing Agreement
(incorporated by reference to Exhibit 1 to the Reporting Persons Report
on Schedule 13G filed on February 14, 2011)
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