CUSIP
Number: 16891K103
1
|
NAME
OF REPORTING PERSON
|
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
|
|
Yang
Jie
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
4
|
SOURCE
OF FUNDS
|
|
PF
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
|
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
People’s
Republic of China
|
|
|
7
|
SOLE
VOTING POWER
|
|
|
|
|
|
|
|
0
|
NUMBER
OF
|
|
|
|
SHARES
|
|
8
|
SHARED
VOTING POWER
|
BENEFICIALLY
|
|
|
|
OWNED
BY
|
|
|
4,292,656
(2)
|
EACH
|
|
|
|
REPORTING
|
|
9
|
SOLE
DISPOSITIVE POWER
|
PERSON
WITH
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
4,292,656
(2)
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
4,292,656
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
22.5%
(1)(2)
|
14
|
TYPE
OF REPORTING PERSON
|
|
|
|
IN
|
|
(1)
|
Percentage
is calculated on the basis of 19,070,915 shares of common stock outstanding as of October
12, 2017.
|
|
(2)
|
Represents
(i) 3,284,386 shares of common stock owned by Mr. Yang Jie, (ii) 30,000 shares of common
stock held by his wife, Xiaohuan Huang, (iii) 158,370 shares that Mr. Jie has the right
to acquire through the exercise of warrant, and (iv) 819,900 shares of common stock owned
by DaQin International Business HK Limited (“Daqin”), an entity owned by DaQin International Business
Group Limited (“Daqin BVI”), a company incorporated in British Virgin Island.
Since Mr. Yang Jie is the sole shareholder and sole director of Daqin BVI, he may be
deemed as the beneficial owner of the shares owned by Daqin.
|
CUSIP
Number: 16891K103
1
|
NAME
OF REPORTING PERSON
|
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
|
|
Xiaohuan
Huang
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
4
|
SOURCE
OF FUNDS
|
|
PF
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
|
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
People’s
Republic of China
|
|
|
7
|
SOLE
VOTING POWER
|
|
|
|
|
|
|
|
0
|
NUMBER
OF
|
|
|
|
SHARES
|
|
8
|
SHARED
VOTING POWER
|
BENEFICIALLY
|
|
|
|
OWNED
BY
|
|
|
3,472,756
(2)
|
EACH
|
|
|
|
REPORTING
|
|
9
|
SOLE
DISPOSITIVE POWER
|
PERSON
WITH
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
3,472,756
(2)
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
3,472,756
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
18.2%
(1)
|
14
|
TYPE
OF REPORTING PERSON
|
|
|
|
IN
|
|
(1)
|
Percentage
is calculated on the basis of 19,070,915 shares of common stock outstanding as of October
12, 2017.
|
|
(2)
|
Represents
(i) 3,284,386 shares of common stock owned by Yang Jie, Xiaohuan Huang’s husband,
(ii) 30,000 shares of common stock solely held by Xioahuan Huang, and (iii) 158,370 shares
that Mr. Jie has the right to acquire through the exercise of warrant.
|
CUSIP
Number: 16891K103
1
|
NAME
OF REPORTING PERSON
|
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
|
|
Daqin
International Business HK Limited
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
4
|
SOURCE
OF FUNDS
|
|
WC
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
|
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
Hong
Kong
|
|
|
7
|
SOLE
VOTING POWER
|
|
|
|
|
|
|
|
0
|
NUMBER
OF
|
|
|
|
SHARES
|
|
8
|
SHARED
VOTING POWER
|
BENEFICIALLY
|
|
|
819,900
|
OWNED
BY
|
|
|
|
EACH
|
|
|
|
REPORTING
|
|
9
|
SOLE
DISPOSITIVE POWER
|
PERSON
WITH
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
|
819,900
|
|
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
819,900
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
4.3%
(1)(2)
|
14
|
TYPE
OF REPORTING PERSON
|
|
|
|
CO
|
|
(1)
|
Percentage
is calculated on the basis of 19,070,915 shares of common stock outstanding as of October
12, 2017.
|
|
(2)
|
Represents
819,900 shares of common stock owned by DaQin, an entity
owned by Daqin BVI, a company
incorporated in British Virgin Island. Since Mr. Yang Jie is the sole shareholder and
sole director of Daqin BVI, he may be deemed as the beneficial owner of the shares owned
Daqin.
|
Explanatory
Note
This
Amendment No. 1 to Schedule 13D (this “
Amendment
”) amends the Schedule 13D (the “
Schedule 13D
”)
filed on October 27, 2016 on behalf of Mr. Yang Jie as set forth therein with respect to beneficial ownership of shares of China
Commercial Credit, Inc. The purpose of this Amendment is to include shares recently acquired by Mr. Jie and his affiliates as
well as to amend the purpose of the transaction.
Except
as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D.
All capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Schedule 13D.
Item 1.
|
Security
and Issuer.
|
This
Amendment relates to the common stock, par value $0.001 per share, of China Commercial Credit, Inc. (the “Issuer”).
The principal executive office of the Issuer is located at No.1 Zhongying Commercial Plaza, Zhong Ying Road, Wujiang, Suzhou,
Jiangsu Province, China.
Item 2.
|
Identity
and Background.
|
Item
2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
This
Schedule 13D is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
|
(i)
|
Yang
Jie (“Mr. Jie”) is a citizen of the People’s Republic of China with
the address situated at 81A Hampshire Rd, Great Neck, NY 11023. Mr. Jie serves as the
VP of Finance of the Company as well as General Manager of the Company’s representative
office in New York, U.S. He is also an active securities and commodities investor;
|
|
(ii)
|
Xiaohuan
Huang (“Ms. Huang”) is a citizen of the People’s Republic of China
with the address situated at 81A Hampshire Rd, Great Neck, NY 11023. She is a housewife;
|
|
(iii)
|
Daqin
International Business HK Limited (“Daqin”), a limited company incorporated
in Hong Kong, with the business address at Unit 1005, Tower A, New Mandarin Plaza, 14
Science Museum Road, Tsim Sha Tsui, Hong Kong.
|
During
the past five years, Mr. Jie has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
and was not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws as a result of being a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction.
During
the past five years, Ms. Huang has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
and was not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws as a result of being a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction.
During
the past five years, neither Daqin nor any of its executive officers and directors have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or have been subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws as a result of being party to a civil proceeding of a judicial or administrative body of competent jurisdiction.
Item 3.
|
Source
and Amount of Funds and Other Consideration.
|
Item
3 of the Schedule 13 D is hereby amended and restated in its entirety as follows:
On September 29, 2017, Mr. Jie purchased 452,486 shares of the
Issuer's common stock and a warrant to purchase 158,370 shares of the Issuer's common stock with an initial exercise price of $2.26
per share for an aggregate purchase price of $819,000 pursuant to certain securities purchase agreement dated September 27, 2017.
On September 6, 2017, Ms. Huang purchased 30,000 shares of the
common stock of the Issuer in open market at the price at $2.59 per share.
On July 17, 2017, Daqin acquired 30,510 shares of the common
stock of the Issuer in a private transaction in consideration of cancellation of debt of $77,000 owed to Daqin by Zheng Yang pursuant
to certain Share Transfer Agreement between Zheng Yang and Daqin.
On July 17, 2017, Daqin acquired 193,950 shares of the common
stock of the Issuer in a private transaction in consideration of cancellation of debt of $470,000 owed to Daqin by Shixian Wu pursuant
to certain Share Transfer Agreement between Shixian Wu and Daqin.
On July 17, 2017, Daqin acquired 567,720 shares of the common
stock of the Issuer in a private transaction in consideration of cancellation of debt of $1,135,000 owed to Daqin by Suzhou Juntu
Textile Co., Ltd pursuant to certain Share Transfer Agreement between Suzhou Juntu Textile Co., Ltd. and Daqin.
On July 17, 2017, Daqin acquired 27,720 shares of the common
stock of the Issuer in a private transaction in consideration of cancellation of debt of $56,000 owed to Daqin by Xianwen Zhang
pursuant to certain Share Transfer Agreement between Xianwen Zhang and Daqin.
On March 8, 2017, Company issued to Mr. Jie 92,875 shares of
the common stock of the Issuer as compensation for his services in connection of identification and negotiation of potential merger
& acquisition target. These shares were issued from the Company's 2014 Equity Incentive Plan.
On October 24, 2016, Reporting Person acquired 2,439,025 restricted
shares of the Issuer in a private transaction pursuant certain Share Transfer Agreement dated October 12, 2016.
On October 4, 2016, the Reporting Person received 300,000 restricted
shares of the Issuers as consideration for certain advisory services pursuant to certain Advisory Agreement.
Item 4.
|
Purpose
of Transaction.
|
Item
4 of the Schedule 13 D is hereby amended and restated in its entirety as follows:
The
Reporting Persons acquired the securities of the Issuer for investment purposes.
The
Reporting Persons intend to assess their investment in the Issuer from time to time on the basis of various factors, including,
without limitation, the Issuer’s business, financial condition, results of operations and prospects, general economic, market
and industry conditions, including the market price of the Class B Shares, as well as other developments and other investment
opportunities.
Depending
upon the foregoing factors or any other factors deemed relevant by the Reporting Persons, they may acquire additional securities
in open market transactions, privately negotiated transactions or otherwise. They may also determine to dispose of all or part
of the securities they beneficially own in open market transactions, privately negotiated transactions or otherwise. Any acquisition
or disposition may be effected by the Reporting Persons at any time without prior notice.
Depending
upon a variety of factors, including the foregoing, the Reporting Persons may from time to time and at any time, in their sole
discretion, consider, formulate and implement various plans or proposals intended to enhance the value of their current or future
investment in the Issuer, enhance shareholder value or enhance the value of the Issuer’s assets, or that may involve other
extraordinary matters relating to the Issuer, including, among other things, proposing or effecting any transaction or matter
that would constitute or result in any of the transactions, matters or effects enumerated in Item 4(a)-(j) of Schedule 13D. As
disclosed in the issuer’s Proxy Statement initially filed on August 14, 2017, Mr. Yang Jie, the VP of Finance of the Company,
participated in the negotiation with Sorghum Investment Holdings Limited in connection with the Company’s acquisition of
all outstanding shares of Sorghum Investment Holdings Limited.
The
information set forth in this Item 4 is subject to change from time to time and at any time, and there can be no assurances that
the Reporting Persons will or will not take, or cause to be taken, any of the actions described above or any similar actions.
Except as described herein, the Reporting Persons do not have any present plans or proposals that would result in, or relate to,
any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.
|
Interest
in Securities of the Company.
|
Item
5 of the Schedule 13 D is hereby amended and restated in its entirety as follows:
(a)-(b) The
responses to Items 7 - 13 of the cover pages of this Amendment are incorporated herein by reference.
(c) Other
than the acquisition of the shares as reported in this Amendment, no actions in the Common Stock were effected during the past
sixty (60) days by the Reporting Person.
(d) None
(e) N/A
Item 6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Company.
|
Item
6 of the Schedule 13 D is hereby amended and restated in its entirety as follows:
There
are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting 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.
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
|
Date: October 16, 2017
|
|
|
|
Daqin International Business HK Limited
|
|
|
|
|
|
By:
|
Sole Shareholder
DaQin International Business Group Limited,
|
|
|
|
|
|
|
By:
|
/s/ Yang Jie
|
|
|
Title:
|
Sole Shareholder
|
|
/s/ Yang Jie
|
|
Yang Jie
|
|
|
|
/s/ Xiaohuan Huang
|
|
Xiaohuan Huang
|
8