Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
(Amendment
No. 5)*
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)
May
27, 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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1.
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NAMES
OF REPORTING PERSONS
IRS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wo
Hing Li
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b)
o
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS
OO
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEM 2(e) or 2(f)
o
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Hong
Kong
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE
VOTING POWER
16,349,240
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8.
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SHARED
VOTING POWER 0
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9.
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SOLE
DISPOSITIVE
POWER
16,349,240
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10.
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SHARED
DISPOSITIVE POWER 0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,349,240
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES [__]
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.6%
(1)
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14.
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TYPE
OF REPORTING PERSON
IN
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(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 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. In addition, pursuant to the terms of the Stock Purchase
Agreement, a second closing is scheduled to occur on or around June 17, 2008
at
which time the Reporting Person will sell and Purchasers will purchase 1,000,000
shares of stock of the Company at $6.70 per share.
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.
(b)-(j) Not
Applicable.
Item
5. Interest in Securities of the Issuer.
(a) The
Reporting Person is the beneficial owner of 16,349,240 shares of the Issuer’s
common stock. Reporting Person’s holdings represent 35.6% 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 16,349,240
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 March 28, 2008 and on April 14, 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 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:
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:
May 29, 2008
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/s/ Wo
Hing Li |
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Wo
Hing Li |
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