- Statement of Ownership (SC 13G)
12 May 2011 - 6:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act
of 1934
(Amendment No. )*
China-Biotics, Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
16937B109
(CUSIP Number)
May 2, 2011
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
þ
Rule 13d-1(c)
o
Rule 13d-1(d)
* The remainder of this cover page shall
be filled out for a reporting persons 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
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NAMES OF REPORTING PERSONS
VALUE HOLDINGS CAPITAL, S.A.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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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
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BRITISH VIRGIN ISLANDS
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5
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SOLE VOTING POWER
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NUMBER OF
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-0-
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,536,336
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH:
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8
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SHARED DISPOSITIVE POWER
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1,536,336
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
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1,536,336
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
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7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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FI
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2
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1
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NAMES OF REPORTING PERSONS
VALUE ASSETS INTERNATIONAL S.A.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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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
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BRITISH VIRGIN ISLANDS
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5
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SOLE VOTING POWER
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NUMBER OF
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-0-
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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264,224
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH:
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8
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SHARED DISPOSITIVE POWER
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264,224
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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264,224
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.1%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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FI
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3
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1
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NAMES OF REPORTING PERSONS
RICHARD E. AZAR*
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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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
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TRINIDAD TOBAGO
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5
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SOLE VOTING POWER
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NUMBER OF
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-0-
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,800,560
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH:
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8
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SHARED DISPOSITIVE POWER
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1,800,560
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
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1,800,560
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
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8.1%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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* RICHARD E. AZAR IS THE SOLE
DIRECTOR AND OWNER OF VALUE HOLDINGS CAPITAL, S.A. AND VALUE ASSETS
INTERNATIONAL, S. A. WHICH OWN 1,536,336 AND 264,224 CHINA-BIOTICS, INC. COMMON
SHARES, RESPECTIVELY. THEREFORE, MR. AZAR COULD BE DEEMED TO BE BENEFICIAL OWNER
OF THE 1,800,560 SHARES OF CHINA-BIOTICS, INC.
4
Item 1.
Item 1(a) Name of issuer:
CHINA-BIOTICS, INC
.
Item 1(b) Address of issuers principal executive offices:
NO. 999 NINGQIAO
ROAD, JINQIAO EXPORT PROCESSING ZONE, PUDONG, SHANGHAI 201206, PEOPLES
REPUBLIC OF CHINA
Item 2.
2(a) Name of person filing:
THIS STATEMENT IF FILED ON BEHALF OF VALUE
HOLDINGS CAPITAL, S.A. (VALUE HOLDINGS), VALUE ASSETS INTERNATIONAL, S.A.
(VALUE ASSETS), AND RICHARD E. AZAR (AZAR). VALUE HOLDINGS BENEFICIALLY
OWNS 1, 536,336 SHARES OF THE ISSUERS COMMON STOCK; VALUE ASSETS BENEFICIALLY
OWNS 264,224 SHARES OF THE ISSUERS COMMON STOCK. VALUE ASSETS AND VALUE
HOLDING DECLARE THAT NEITHER THE FILING OF THIS STATEMENT NOR ANYTHING HEREIN
SHALL BE CONSTRUED AS AN ADMISSION THAT SUCH REPORTING PERSON IS, FOR THE
PURPOSE OF SECTION 13(d) or 13(g) OF THE ACT OR ANY OTHER PURPOSE, THE
BENEFICIAL OWNER OF ANY SECURITIES HELD BY OR FOR THE OTHER. EACH OF VALUE
ASSETS AND VALUE HOLDINGS MAY BE DEEMED TO BE A MEMBER OF A GROUP WITH RESPECT
TO THE SECURITIES OF THE ISSUER FOR THE PURPOSE OF SECTION 13(d) or 13(g) OF
THE ACT. VALUE ASSETS AND VALUE HOLDING DECLARE THAT THAT NEITHER THE FILING
OF THIS STATEMENT NOR ANYTHING HEREIN SHALL BE CONSTRUED AS AN ADMISSION THAT
SUCH REPORTING PERSON IS, FOR THE PURPOSE OF SECTION 13(d) or 13(g) OF THE ACT
OR ANY OTHER PURPOSE, (I) ACTING (OR HAS AGREED OR IS AGREEING TO ACT TOGETHER
WITH ANY OTHER PERSON) AS A PARTNERSHIP, LIMITED PARTNERSHIP,SYNDICATE, OR
OTHER GROUP FOR THE PURPOSE OF ACQUIRING,HOLDING, OR DISPOSING OF SECURITIES OF
THE ISSUER OR OTHERWISE WITH RESPECT TO THE ISSUER OR ANY SECURITIES OF THE
ISSUER, OR (II) A MEMBER OF ANY GROUP WITH RESPECT TO THE ISSUER OR ANY
SECURITIES OF THE ISSUER.
RICHARD E. AZAR IS THE SOLE DIRECTOR AND OWNER OF VALUE HOLDINGS CAPITAL S.A.
AND VALUE ASSETS INTERNATIONAL, S. A. WHICH OWN 1,536,336 AND 264,224
CHINA-BIOTICS, INC. COMMON SHARES, RESPECTIVELY. THEREFORE, MR. AZAR COULD BE
DEEMED TO BE BENEFICIAL OWNER OF THE 1,800,560 SHARES OF
CHINA-BIOTICS, INC.
THE REPORTING PERSONS HAVE ENTERED INTO A JOINT FILING AGREEMENT, A COPY OF
WHICH IS FILED WITH THIS STATEMENT AS EXHIBIT 99.1, PURSUANT TO WHICH THEY HAVE
AGREED TO FILE THIS SCHEDULE13G JOINTLY IN ACCORDANCE WITH THE PROVISIONS OF
RULE 13D-1(K) OF THE ACT.
2(b) Address or principal business office or, if none, residence:
VALUE
ASSETS, VALUE HOLDINGS AND AZAR: 7-9 ST. CLAIR PLACE,
2
ND
FL., ST.
CLAIR AVE., PORT OF SPAIN, TRINIDAD AND TOBAGO
2(c) Citizenship:
(i) VALUE ASSETS, VALUE HOLDINGS: BRITISH VIRGIN ISLANDS;
(ii) AZAR: TRINIDAD TOBAGO
2(d) Title of class of securities:
COMMON STOCK, PAR VALUE $0.0001
2(e) CUSIP No.:
16937B109
5
Item 3. NOT APPLICABLE
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person
filing is a:
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a.
o
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Broker or dealer registered under Section 15 of the Act;
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b.
o
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Bank as defined in Section 3(a)(6) of the Act;
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c.
o
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Insurance company as defined in Section 3(a)(19) of the Act;
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d.
o
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Investment company registered under Section 8 of the Investment Company
Act of 1940;
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e.
o
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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f.
o
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An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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g.
o
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A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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h.
o
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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.
o
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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;
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j.
o
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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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k.
o
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
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6
Item 4.
Ownership
Provide the following information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
FOR PURPOSES OF DETERMINING THE PERCENTAGE OF
OUTSTANDING SHARES WITH RESPECT TO THIS STATEMENT THE REPORTING
PERSONS HAVE RELIED UPON INFORMATION OBTAINED FROM THE ISSUER
THAT THE AGGREGATE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK
OF THE ISSUER AS REFLECTED ON THE 12.31.10 FORM 10Q WAS 22,150,200 (As OF FEBRUARY 10, 2011).
VALUE HOLDINGS
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a.
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Amount beneficially owned:
1,536,336
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b.
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Percent of class
7%
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c.
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Number of shares as to which such person has:
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i.
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Sole power to vote or to direct the vote -
0-
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ii.
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Shared power to vote or to direct the vote
1,536,336
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iii.
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Sole power to dispose or to direct the disposition of
-0-
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iv.
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Shared power to dispose or to direct the disposition of
1,536,336
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VALUE ASSETS
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a.
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Amount beneficially owned:
264,224
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b.
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Percent of class
1.1%
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c.
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Number of shares as to which such person has:
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i.
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Sole power to vote or to direct the vote -
0-
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ii.
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Shared power to vote or to direct the vote
264,224
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iii.
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Sole power to dispose or to direct the disposition of
-0-
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iv.
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Shared power to dispose or to direct the disposition of
264,224
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AZAR
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a.
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Amount beneficially owned:
1,800,560*
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b.
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Percent of class
8.1%
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c.
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Number of shares as to which such person has:
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i.
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Sole power to vote or to direct the vote -
0-
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ii.
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Shared power to vote or to direct the vote
1,800,560
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iii.
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Sole power to dispose or to direct the disposition of
-0-
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iv.
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Shared power to dispose or to direct the disposition of
1,800,560
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*
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RICHARD E. AZAR IS THE SOLE DIRECTOR AND OWNER OF VALUE HOLDINGS CAPITAL S.A. AND
VALUE ASSETS INTERNATIONAL, S. A. WHICH OWN 1,536,336 AND 264,224 CHINA-BIOTIC, INC.
COMMON SHARES, RESPECTIVELY. THEREFORE, MR. AZAR COULD BE DEEMED TO BE BENEFICIAL
OWNER OF THE 1,800,560 SHARES OF CHINA-BIOTICS, INC.
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7
Instruction.
For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).
Item 5. NOT APPLICABLE
Ownership of 5 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 5
percent of the class of securities, check the following [ ].
Instruction.
Dissolution of a group requires a response to this item.
Item 6
. Ownership of More than 5 Percent on Behalf of Another Person
If any other person is known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such securities, a statement to that effect
should be included in response to this item and, if such interest relates to more than 5 percent of
the class, such person should be identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan,
pension fund or endowment fund is not required. *
RICHARD E. AZAR IS THE SOLE DIRECTOR AND OWNER OF
VALUE HOLDINGS AND VALUE ASSETS WHICH OWN 1,536,336 AND 264,224 CHINA-BIOTIC, INC. COMMON SHARES,
RESPECTIVELY. THEREFORE, MR. AZAR COULD BE DEEMED TO BE BENEFICIAL OWNER OF THE 1,800,560 SHARES
OF CHINA-BIOTICS, INC. OWNED BY VALUE HOLDINGS AND VALUE ASSETS.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person.
NOT APPLICABLE
If a parent holding company or control person has filed this schedule pursuant to Rule
13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company or control person has
filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
8
Item 8.
Identification and Classification of Members of the Group
NOT APPLICABLE
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(J), so indicate under Item 3(j)
and attach an exhibit stating the identity and Item 3 classification of each member of the group.
If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit
stating the identity of each member of the group.
Item 9.
Notice of Dissolution of Group
NOT APPLICABLE
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution
and that all further filings with respect to transactions in the security reported on will be
filed, if required, by members of the group, in their individual capacity. See Item 5.
Item 10.
Certifications
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a.
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The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(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 acquired and are held in the ordinary course of business and
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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b.
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The following certification shall be included if the statement is filed
pursuant to Rule 240.13d-1(b)(1)(ii)(J), or if the statement is filed pursuant to Rule
240.13d-1(b)(1)(ii)(K) and a member of the group is a non-U.S. institution eligible to
file pursuant to Rule 240.13d-1(b)(1)(ii)(J):
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By signing below I certify that, to the best of my knowledge and belief, the foreign
regulatory scheme applicable to [insert particular category of institutional investor]
is substantially comparable to the regulatory scheme applicable to the functionally
equivalent U.S. institution(s). I also undertake to furnish to the Commission staff,
upon request, information that would otherwise be disclosed in a Schedule 13D.
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c.
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The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(c):
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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.
9
VALUE HOLDINGS CAPITAL, S.A.
signature
BY: RICHARD E. AZAR,
Name/Title
DIRECTOR
Dated: May 11, 2011
VALUE ASSETS INTERNATIONAL, S.A.
signature
BY: RICHARD E. AZAR,
Name/Title
DIRECTOR
Dated: May 11, 2011
RICHARD E. AZAR
By: RICHARD E. AZAR
Signature
RICHARD E. AZAR, DIRECTOR
Name/Title
Dated: May 11, 2011
10
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