Statement of Ownership (sc 13g)
July 30 2014 - 5:10AM
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
METRO-RURAL HOLDINGS LIMITED
(Name of Issuer)
Ordinary shares, par value US$0.001 per share
(Title of Class of Securities)
G3163G104
(CUSIP Number)
Lin Xianfu
Rm
1601, No 5
Zhang Yang Road 1050
Pudong Xin Qu, Shanghai
China
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
July 29, 2014
(Date of
Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
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*
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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 disclosures provided in a prior cover page.
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The information required on 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
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lin Xianfu
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(see instructions)
(a)
¨
(b)
¨
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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
Hong Kong residence
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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
7,692,306
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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
7,692,306
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,692,306
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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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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
9.47%
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12.
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TYPE OF REPORTING PERSON (see
instructions)
IN
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CUSIP No. G3163G104
Item 1.
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China Metro-Rural Holdings Limited
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(b)
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Address of Issuer’s Principal Executive Office
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Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong.
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Item 2.
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(a)
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Name of Person Filing
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(b)
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Address of the Principal Office or, if none, residence
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Rm 1601, No 5, Zhang Yang Road 1050, Pudong Xin Qu, Shanghai, China
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(d)
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Title of Class of Securities
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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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)
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¨
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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 (15 U.S.C. 80a-3);
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(j)
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¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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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.
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(a)
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Amount beneficially owned: 7,692,306
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(b)
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Percent of class: 9.47%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 7,692,306
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 7,692,306
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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Item 5. Ownership of Five
Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of
Group.
Not applicable
Item 10. Certification.
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.
CUSIP No. G3163G104
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.
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July 29, 2014
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Date
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/s/ Lin Xianfu
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Signature
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Lin Xianfu
Name/Title
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