Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC
20549
____________
SCHEDULE 13D
Under the Securities Act of
1934
(Amendment No. 2)
*
CHINA
GREEN AGRICULTURE, INC.
|
(Name
of Issuer)
COMMON STOCK, PAR VALUE $.001
PER SHARE
|
|
(Title
of Class of Securities)
16943W
105
|
|
(CUSIP
Number)
Darren
Ofsink, Esq.
Guzov
Ofsink, LLC
600
Madison Avenue, 14th
Floor
New
York, New York 10022
Tel.
No. (212) 371-8008
|
|
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
May
28, 2009
|
|
(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
that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note.
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See§240.13d-7
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 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).
(Continued
on the following pages)
Page 1
of 5 Pages
|
CUSIP No.
16943W
105
|
13D
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Page
2 of 5 Pages
|
|
1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Yinshing
David To
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
OO
|
||
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM
2(d) or 2(e) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Hong
Kong
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
830,690
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
830,690
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
830,690
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5
% of the total outstanding Common Stock
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
EXPLANATORY NOTE
This
Amendment No.2 to Schedule 13D (“Amendment No.2”) amends and supplements the
Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on
January 7, 2008 (the “Original Schedule 13D”) and the Amendment No.1 to Schedule
13D filed with the SEC on March 5, 2009 (“Amendment No.1”), and is being filed
on behalf of an individual, Mr. Yinshing David To (the “Reporting Person”) with
respect to his holdings of Common Stock of China Green Agriculture, Inc., a
Nevada company (the “Company” or the “Issuer”). Capitalized terms used herein
which are not defined herein have the meanings given to such terms in the
Original Schedule 13D and Amendment No.1. Except as otherwise expressly provided
herein, all items of the Original Schedule 13D and Amendment No.1 remain
unchanged.
Item
4. Purpose of Transaction.
Item 4 is
hereby amended by adding the following thereto:
On
December 24, 2007, 3,156,808 shares of Common Stock were issued under the name
of the Reporting Person and were placed in an escrow account pursuant to the
Make Good Escrow Agreement by and among the Company, the Reporting Person, the
Investors and the escrow agent named therein (the “Make Good Escrow Agreement”).
In the event that the Company does not achieve the 2009 Targets defined in the
Make Good Escrow Agreement, the 3,156,808 shares of Common Stock (“the Escrowed
Shares”) will be conveyed to the Investors for no additional consideration. In
the event that the Company meets the 2009 Targets, the Escrowed Shares will be
transferred to Mr. Li. Pursuant to the Make Good Escrow Agreement, the Reporting
Person agreed to forsake his dispositive power yet to still retain his voting
power over such Escrowed Shares.
On May
28, 2009, the Reporting Person executed a proxy to appoint Mr. Tao Li, with full
power of substitution for and in his name, with respect to the Escrowed Shares,
to vote and act or to give written consent at any shareholders’ meeting or at
any time such Escrowed Shares are required to be voted or acted upon (the
“Proxy”). The Proxy will be terminated when the Reporting Person no longer owns
the Escrowed Shares.
Immediately
before the Proxy was executed, the Reporting Person beneficially owned
3,987,498. By giving the Proxy over the 3,156,808 shares to Mr. Tao Li, the
Reporting Person therefore beneficially owns an aggregate of 830,690 shares as
of the date of this Report.
Item
5. Interest in Securities of the Issuer.
Item 5 is herby amended and restated in
its entirety to read as follows:
(a) As
of the date hereof, the Reporting Person beneficially owns 830,690 shares of the
Issuer’s Common Stock which represents approximately 4.5% of the Issuer’s
outstanding common stock.
(b) The
Reporting Person beneficially owns the 830,690 shares of Common Stock, and he
has the sole power to vote or to direct the vote and the power to dispose or to
direct the disposition with respect to such 830,690 shares of Common
Stock.
(c) No
transactions in the Common Stock were effected during the past sixty days by the
Reporting Person.
(d) To
the best knowledge of the Reporting Person, no person other than the Reporting
Person has the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of the 830,690 shares of Common
Stock reported in Item 5(a).
(e) The
Reporting Person ceased to be the beneficial owner of more than five percent of
the Issuer’s Common Stock on May 28, 2009.
Item
6. Contracts, Arrangements, Understandings or Relationships With
Respect
to Securities of the Issuer.
Other
than as disclosed in Items 3 and 4, to the knowledge of the Reporting Person
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and among such persons and any
other person with respect to any securities of the Issuer, including, but not
limited to, transfer or voting of any of the securities, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of
proxies.
Item
7. Material to be Filed as Exhibits.
|
Exhibit
No.
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Description
of Exhibit
|
|
1
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Proxy
by Mr. Yinshing David To to Mr. Tao
Li.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certify that the information set forth in this Schedule 13D Amendment No.2 is
true, complete and correct.
Date: June
4, 2009
| |
|
|
| By: | /s/ Yinshing David To | |
|
Name: Yinshing David To |
||