MY China Ming Yang Wind Power Grp. Limited American Depositary Shares, Each Representing One Ordinary Share $0.001 Par Value

16951C108

(CUSIP Number) ¹

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

Karen M. Yan, Esq.

Fenwick & West LLP

Unit 908, Kerry Parkside Office

No. 1155 Fang Dian Road

Pudong, Shanghai 201204, People’s Republic of China

Telephone: +86 21 8017-1206

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:   ¨

Check the following box if the filing is a final amendment reporting the results of the transaction:   ¨

Calculation of Filing Fee

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INTRODUCTION

This Amendment No. 2 to the Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) China Ming Yang Wind Power Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), the issuer of ordinary shares, par value US$0.001 per share (collectively the “Shares” and each a “Share”), including the Shares represented by the American depositary shares (“ADSs”), each representing one ordinary share of the Company, that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Mr. Chuanwei Zhang (“Mr. Zhang”), a citizen of the People’s Republic of China; (c) First Windy Investment Corp., a business company with limited liability incorporated under the laws of the British Virgin Islands; (d) Ms. Ling Wu, a citizen of Saint Christopher and Nevis; (e) Rich Wind Energy Three Corp., a business company with limited liability incorporated under the laws of the British Virgin Islands; (f) Mr. Jinfa Wang, a citizen of the People’s Republic of China; (g) Mr. Jianren Wen, a citizen of the People’s Republic of China; (h) Mr. Yunshan Jin, a citizen of the People’s Republic of China; (i) Mr. Jiawan Cheng, a citizen of the People’s Republic of China; (j) Mr. Zhongmin Shen, a resident of the Hong Kong Special Administrative Region; (k) Mr. Rui Zhang, a citizen of the People’s Republic of China; (l) Shanghai Dajun Guancheng Capital Fund, a limited partnership formed under the laws of the People’s Republic of China; (m) Shanghai Dajun Asset Management Fund, a limited partnership formed under the laws of the People’s Republic of China; (n) Zhejiang Dajun Asset Management Company Limited, a limited liability company organized under the laws of the People’s Republic of China; (o) Dajun Shengshi Selection Investment Fund, a private equity fund raised under the laws of the People’s Republic of China and managed by Zhejiang Dajun Asset Management Company Limited; (p) Mr. Xiang Hu, a citizen of the People’s Republic of China; (q) Guangzhou HYAF Fund Management Ltd. Company, a limited liability company organized under the laws of the People’s Republic of China; (r) Guangzhou Huifu Kaile Investment (L.P.), a limited partnership formed under the laws of the People’s Republic of China; (s) Guangzhou Huiyin Bosen Investment (L.P.), a limited partnership formed under the laws of the People’s Republic of China; (t) Anhui Zhongan Xinzhao Private Equity Investment LLP, a limited partnership formed under the laws of the People’s Republic of China; (u) Shenzhen Xinzhao Zhongan Capital Management Limited Liability Company, a limited liability company incorporated under the laws of the Peoples’ Republic of China; (v) China Merchants Kunlun Capital Co., Ltd., a limited liability company incorporated under the laws of the Peoples’ Republic of China; (w) Zhongshan Ruisheng Antai Investment Co., Ltd, a limited liability company incorporated under the laws of the People’s Republic of China (“Holdco”); (x) Regal Concord Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”); and (y) Regal Ally Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”). Mr. Zhang, First Windy Investment Corp., Ms. Ling Wu, Rich Wind Energy Three Corp., Mr. Jinfa Wang, Mr. Jianren Wen, Mr. Yunshan Jin, Mr. Jiawan Cheng, Mr. Zhongmin Shen and certain other rollover shareholders, namely Yuan Li, Eapard Investment Management Co., Ltd., Cai Stephanie Ye, SCGC Capital Holding Company Limited, Ironmont Investment Co., Ltd., Guomin Chen, Xueliang Ma, Yanhua Li, Renjing Cao and Longquan Yan, are collectively referred to herein as the “Rollover Shareholders.” Shanghai Dajun Guancheng Capital Fund, Shanghai Dajun Asset Management Fund, Zhejiang Dajun Asset Management Company Limited, Dajun Shengshi Selection Investment Fund, Guangzhou HYAF Fund Management Ltd. Company, Guangzhou Huifu Kaile Investment (L.P.), Guangzhou Huiyin Bosen Investment (L.P.), and Anhui Zhongan Xinzhao Private Equity Investment LLP are collectively referred to herein as the “Sponsors.” Holdco, Parent, Merger Sub, the Sponsors and the Rollover Shareholders are collectively referred to herein as the “Buyer Group.” Mr. Zhang, First Windy Investment Corp., Ms. Ling Wu, Rich Wind Energy Three Corp., Mr. Rui Zhang, Mr. Jinfa Wang, Mr. Jianren Wen, Mr. Yunshan Jin, Mr. Jiawan Cheng, Mr. Zhongmin Shen, Sponsors, Mr. Xiang Hu, Shenzhen Xinzhao Zhongan Capital Management Limited Liability Company, China Merchants Kunlun Capital Co., Ltd., Holdco, Parent and Merger Sub are collectively referred to herein as the “Buyer Group Filing Persons.”

On February 2, 2016, Holdco, Parent, Merger Sub and the Company entered into an agreement and plan of merger (the “Merger Agreement”) providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving company (the “Surviving Company”) after the Merger as a wholly owned subsidiary of Parent. Parent is wholly owned by Holdco, which is currently wholly owned Mr. Zhang and Mr. Rui Zhang, a citizen of the People’s Republic of China and the son of Mr. Zhang, and controlled by Mr. Zhang. At the effective time of the Merger (the “Effective Time”), Holdco will be beneficially owned by Mr. Zhang and the Sponsors. If the Merger is completed, the Company will continue its operations as a privately held company and will be beneficially owned by the Rollover Shareholders and Parent.

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Under the terms of the Merger Agreement, at the Effective Time, each Share (including Shares represented by ADSs) issued and outstanding immediately prior to the Effective Time, other than (a) the Rollover Shares, (b) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenters’ rights under the Companies Law (2013 Revision) of the Cayman Islands (the “Cayman Islands Companies Law”) (the “Dissenting Shares”), (c) Shares owned by any of the Company and its Subsidiaries (if any) and (d) Shares (including Shares held by the ADS Depositary (as defined below) in respect of ADSs) reserved (but not yet allocated) by the Company, immediately prior to the Effective Time, for issuance and allocation upon exercise or settlement of each outstanding option award issued by the Company pursuant to the Company’s 2010 Equity Incentive Plan (the “Share Incentive Plan”) that entitles the holder thereof to purchase one Share upon the vesting of such award (Shares described under (a) through (d) above are collectively referred to herein as the “Excluded Shares”), will be cancelled and cease to exist in exchange for the right to receive US$2.51 in cash per Share without interest and net of any applicable withholding taxes. Each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares) will be cancelled in exchange for the right to receive US$2.51 in cash per ADS without interest and net of any applicable withholding taxes. The holders of ADSs will bear any applicable fees, charges and expenses of Citibank, N.A., in its capacity as the ADS depositary (the “ADS Depositary”) in connection with the distribution of the merger consideration to holders of ADSs, including applicable cancellation fees pursuant to the terms and conditions of the deposit agreement, dated as of October 6, 2010, by and among the Company, the ADS Depositary and all holders and beneficial owners of ADSs issued thereunder. If the Merger is completed, the Excluded Shares (other than the Dissenting Shares), including Excluded Shares represented by ADSs, issued and outstanding immediately prior to the Effective Time, will be cancelled and cease to exist without payment of any consideration or distribution therefor. Each Rollover Share issued and outstanding immediately prior to the Effective Time will be converted into one ordinary share of the Surviving Company and no cash consideration will be received by the holders thereof. The Dissenting Shares issued and outstanding immediately prior to the Effective Time will be cancelled and each holder thereof will be entitled to receive only the payment of the fair value of such Dissenting Shares as determined in accordance with the Cayman Islands Companies Law.

In addition to the foregoing, at the Effective Time, the Company will (i) cancel all options to purchase Shares (the “Company Options”) under the Share Incentive Plan that are then vested, outstanding and unexercised. Each holder of such cancelled Company Options shall have the right to receive as soon as practicable following the Effective Time an amount in cash equal to the excess of US$2.51 over the applicable per share exercise price of such Company Options multiplied by the number of Shares underlying such Company Options, and (ii) convert each Company Option under the Share Incentive Plan that is then unvested, outstanding and unexercised into an option with substantially the same terms and conditions as the cancelled Company Options to purchase the number of ordinary shares of Parent or an affiliate of Parent that is equal to the product of (A) the number of Shares subject to such unvested Company Options immediately prior to the Effective Time, multiplied by (B) a fraction, the numerator of which shall be the Per Share Merger Consideration and the denominator of which shall be the fair market value of an ordinary share of Parent or such affiliate of Parent at the Effective Time as determined in good faith by the board of directors of Parent or such affiliate of Parent (such fraction, the “Option Exchange Ratio”) at an exercise price per ordinary share of Parent or such affiliate of Parent (rounded up to the nearest whole cent) equal to (x) the exercise price for each such Ordinary Share subject to such Unvested Company Option immediately prior to the Effective Time divided by (y) the Option Exchange Ratio.

The Merger remains subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including obtaining the requisite approval of the shareholders of the Company. The Merger Agreement, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger (the “Plan of Merger”) and the transactions contemplated by the Merger Agreement and the Plan of Merger (collectively, the “Transactions”), including the Merger, must be authorized and approved by a special resolution of the Company passed by an affirmative vote of holders of shares representing two-thirds or more of the voting rights of the Shares (including Shares represented by ADSs) present and voting in person or by proxy as a single class at the extraordinary general meeting of the Company’s shareholders held in accordance with its memorandum and articles of association.

The Company will make available to its shareholders a proxy statement (the “Proxy Statement,” a copy of which is attached as Exhibit (a)(1) to this Transaction Statement), relating to the extraordinary general meeting of the Company’s shareholders, at which the Company’s shareholders will consider and vote upon, among other proposals, a proposal to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger.

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The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the Proxy Statement.

All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person. No Filing Person, including the Company, has supplied any information with respect to any other Filing Person.

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Shares and ADSs or his, her or its representative who has been so designated in writing.

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The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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SIGNATURES

After due 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.

Date: May 5, 2016

[Signature Page to Schedule 13E-3/A]

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SIGNATURES

After due 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.

Date: May 5, 2016

[Signature Page to Schedule 13E-3/A]

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SIGNATURES

After due 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.

Date: May 5, 2016

[Signature Page to Schedule 13E-3/A]

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SIGNATURES

After due 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.

Date: May 5, 2016

[Signature Page to Schedule 13E-3/A]

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SIGNATURES

After due 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.

Date: May 5, 2016

[Signature Page to Schedule 13E-3/A]

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SIGNATURES

After due 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.

Date: May 5, 2016

[Signature Page to Schedule 13E-3/A]

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SIGNATURES

After due 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.

Date: May 5, 2016

[Signature Page to Schedule 13E-3/A]

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SIGNATURES

After due 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.

Date: May 5, 2016

[Signature Page to Schedule 13E-3/A]

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SIGNATURES

After due 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.

Date: May 5, 2016

[Signature Page to Schedule 13E-3/A]

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SIGNATURES

After due 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.

Date: May 5, 2016

[Signature Page to Schedule 13E-3/A]

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SIGNATURES

After due 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.

Date: May 5, 2016

[Signature Page to Schedule 13E-3/A]

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SIGNATURES

After due 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.

Date: May 5, 2016

[Signature Page to Schedule 13E-3/A]

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EXHIBIT INDEX

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China Ming Yang Wind Power Grp. Limited American Depositary Shares, Each Representing One Ordinary Share $0.001 Par Value (NYSE:MY)
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China Ming Yang Wind Power Grp. Limited American Depositary Shares, Each Representing One Ordinary Share $0.001 Par Value (NYSE:MY)
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