Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D/A
Under
the
Securities Exchange Act of 1934
(Amendment
No. 6)*
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
CHINA
PRECISION STEEL, INC.
(Name
of
Issuer)
COMMON
STOCK, PAR VALUE $0.001
(Title
of
Class of Securities)
16941J
10 6
(CUSIP
Number)
Wo
Hing Li
123
Laodong Road, Xuhang Town
Jiading
District, Shanghai, PRC 201809
852-2543
8223
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
June
11, 2008
(Date
of
Event which Requires Filing Statement on Schedule 13D)
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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box
o.
*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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NAMES OF REPORTING PERSONS:
Wo
Hing Li
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I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
(ENTITIES ONLY):
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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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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Hong Kong |
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7 |
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SOLE VOTING POWER: |
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| NUMBER OF |
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15,349,240
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| SHARES |
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SHARED VOTING POWER: |
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| OWNED BY |
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0 |
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| EACH |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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15,349,240
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SHARED DISPOSITIVE POWER: |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH
REPORTING PERSON: |
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15,349,240
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW
(11): |
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33.4%(1) |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS): |
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IN |
(1)
This
percentage assumes 45,896,288 shares of the Issuer’s common stock outstanding,
as of May 15, 2008, as reported in the Issuer’s most recent Quarterly Report
filed on Form 10-Q on May 16, 2008.
Item
1. Security and Issuer.
The
name
of the issuer is China Precision Steel, Inc., a Delaware corporation (the
“Issuer”), which has its principal executive offices at 8th
Floor,
Teda Building, 87 Wing Lok Street, Sheungwan, Hong Kong. This statement relates
to Issuer’s common stock, $0.001 par value per share.
Item
2. Identity and Background.
(a)-(f). This
Schedule 13D/A is being filed by Wo Hing Li, a citizen of Hong Kong (the
“Reporting Person”). The Reporting Person’s principal occupation is as Chairman
of the Board, Chief Executive Officer and President of the Issuer. The
address
at which his occupation is conducted is 8th
Floor,
Teda Building, 87 Wing Lok Street, Sheungwan, Hong Kong.
During
the last five years, the Reporting Person has not been (A) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or
(B) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, and as a result of such proceeding, was or is 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.
Item
3. Source and Amount of Funds or Other Consideration.
The
securities acquired by the Reporting Person and reported in this Statement
(the
"Shares") were acquired on December 28, 2006 under the terms of a Stock Exchange
Agreement by and among the Issuer, Partner Success Holdings Limited, a British
Virgin Islands international business company ("PSHL") and each of the
shareholders of PSHL, dated as of March 31, 2006, as amended by the parties
on
July 20, 2006 and as further amended by the parties on October 21, 2006
(hereinafter collectively referred to as the "Exchange Agreement"). Under
the
Exchange Agreement, the Shares were issued to the Reporting Person as
consideration in exchange for the Issuer's acquisition of all 50,000 issued
and
outstanding shares of common stock of PSHL.
Item
4. Purpose of Transaction.
(a)
The
Reporting Person entered into a private Amended and Restated Stock Purchase
Agreement (the “Stock Purchase Agreement”), made and entered into as of May 20,
2008, by and between the Reporting Person and accredited investors Hudson
Bay
Fund, LP, Hudson Bay Overseas Fund, Ltd. and Enable Growth Partners LP
(the
“Purchasers”). The first closing of the Stock Purchase Agreement occurred on May
27, 2008 at which time the Reporting Person sold and Purchasers purchased
3,524,810 shares of common stock owned by the Reporting Person at a price
of
$3.75 per share. The sale of shares in connection with the first closing
was
reported by the Reporting Person on Schedule 13D/A filed on May 29, 2008.
In
addition, pursuant to the terms of the Stock Purchase Agreement, a second
closing occurred on June 11, 2008 at which time the Reporting Person
sold and
Purchasers purchased 1,000,000 shares of common stock owned by the Reporting
Person at a price of $6.70 per share for which this Schedule 13D/A is
being
filed.
The
Stock Purchase Agreement amended and restated that certain Stock Purchase
Agreement dated March 13, 2008, a copy of which was filed as Exhibit 10.1
to the
Issuer’s Current Report on Form 8-K/A filed with the SEC on March 14, 2008. In
connection with the Stock Purchase Agreement, the Reporting Person and
Purchasers also entered into (1) an Amended and Restated Escrow Agreement,
dated
as of May 20, 2008, which amended that certain Escrow Agreement dated as
of
March 13, 2008, a copy of which was filed as Exhibit 10.2 to the Issuer’s
Current Report on Form 8-K/A filed with the SEC on March 14, 2008 and (2)
an
Amended and Restated Registration Rights Agreement, dated as of May 20, 2008,
which amended and restated that certain Registration Rights Agreement dated
March 13, 2008, a copy of which was filed as Exhibit 10.3 to the Issuer’s
Current Report on Form 8-K/A filed with the SEC on March 14, 2008.
Item
5. Interest in Securities of the Issuer.
(a)
The
Reporting Person is the beneficial owner of 15,349,240 shares of the Issuer’s
common stock. Reporting Person’s holdings represent 33.4% of the outstanding
shares of the Issuer’s common stock, assuming 45,896,288 shares of the Issuer’s
common stock outstanding as of May 15, 2008, as reported in the Issuer’s most
recent Quarterly Report filed on Form 10-Q on May 16, 2008.
(b)
The
Reporting Person has the sole power to vote and dispose of 15,349,240
shares.
(c)
The
Reporting Person effected transactions in the Issuer’s securities within the
past 60 days as disclosed on Schedules 13D/A filed by the Reporting Person
with
the SEC on April 14, 2008 and on May 29, 2008.
(d)
No
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, the Reporting Person’s
securities.
(e)
Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect
to
Securities of the Issuer.
Except
as disclosed herein and in the current report on Form 4 filed concurrently
with
this Schedule 13D/A, there are no contracts, arrangements, understandings
or
relationships (legal or otherwise) among the Reporting Person and any other
person with respect to any securities of the issuer, including, but not limited
to the 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.
The
following documents are hereby filed as Exhibits to this Schedule 13D/A:
1. *Amended
and Restated Stock Purchase Agreement, dated as of May 20, 2008, by and among
the
Reporting Person (the “Seller”), and Hudson Bay Fund, LP, Hudson Bay Overseas
Fund, Ltd., and Enable Growth Partners LP (collectively, the “Purchasers”)
(incorporated by reference to Exhibit 10.1 of the current report on Form
8-K
filed by the Issuer on May 22, 2008).
2. *Amended
and Restated Escrow Agreement, dated as of May 20, 2008, by and among the
Reporting Person, Purchasers and Tri-State
Title & Escrow, LLC (incorporated by reference to Exhibit 10.2 of the
current report on Form 8-K filed by the Issuer on May 22, 2008).
3. *Amended
and Restated Registration Rights Agreement, dated as of May 20, 2008, by
and
among the Reporting Person and Purchasers
(incorporated by reference to Exhibit 10.3 of the current report on Form
8-K
filed by the Issuer on May 22, 2008).
4. *Stock
Exchange Agreement by and among the Issuer, PSHL and each of the shareholders
of
PSHL, dated as of March 31, 2006, and as amended by the parties on July 20,
2006, and as further amended by the parties on October 21, 2006 (incorporated
by
reference to Issuer's Definitive Schedule 14A Proxy Statement, filed by the
Issuer on November 22, 2006).
*Incorporated
by Reference.
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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Date:
June 13,
2008 |
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/s/Wo
Hing Li
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Wo
Hing Li |