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Wuhan
General Group (China), Inc.
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(Name
of Issuer)
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Common
Stock, par value $0.0001 per share
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(Title
of Class of Securities)
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982569105
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(CUSIP
Number)
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December
31, 2008
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(Date
of Event Which Requires Filing of this Statement)
|
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Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
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o
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Rule
13d-1(b)
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o
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Rule
13d-1(c)
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x
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Rule
13d-1(d)
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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 the disclosures provided in a prior cover
page.
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The
information required in 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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SCHEDULE
13G
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|||||
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CUSIP
No.
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982569105
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||||
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1.
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NAMES
OF REPORTING PERSONS
Fame
Good International Limited
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||||
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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3.
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SEC
Use Only
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||||
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4.
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Citizenship
or Place of Organization
British
Virgin Islands
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||||
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5. Sole
Voting Power
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0
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|||
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6. Shared
Voting Power
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17,912,446(1)
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||||
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7. Sole
Dispositive Power
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0
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||||
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8. Shared
Dispositive Power
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17,912,446(1)
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||||
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9.
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Aggregate
Amount Beneficially Owned by Each
Reporting
Person
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17,912,446
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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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||||
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11.
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Percent
of Class Represented by Amount in Row 9
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74.5%
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12.
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Type
of Reporting Person (See Instructions) FI
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SCHEDULE
13G
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|||||
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CUSIP
No.
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982569105
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||||
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1.
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NAMES
OF REPORTING PERSONS
Xu
Jie
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||||
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2.
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|||||
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3.
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SEC
Use Only
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||||
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4.
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Citizenship
or Place of Organization
People’s
Republic of China
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||||
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5. Sole
Voting Power
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0
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|||
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6. Shared
Voting Power
|
17,912,446
|
||||
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7. Sole
Dispositive Power
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0
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||||
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8. Shared
Dispositive Power
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17,912,446
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||||
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9.
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Aggregate
Amount Beneficially Owned by Each
Reporting
Person
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17,912,446(2)
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|||
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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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||||
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11.
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Percent
of Class Represented by Amount in Row 9
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74.5%
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|||
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12.
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Type
of Reporting Person (See Instructions) IN
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||||
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Item
1.
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(a) Name
of Issuer:
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Wuhan
General Group (China), Inc.
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(b) Address
of Issuer’s Principal Executive Offices:
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Canglongdao
Science Park of Wuhan
East
Lake Hi-Tech Development Zone
Wuhan,
Hubei 430200 PRC
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Item
2.
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(a) Name
of Person Filing:
(b) Address
of Principal Business Office or, if none, Residence:
(c) Citizenship:
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Fame
Good International Limited
P.O.
Box 957
Offshore
Incorporations Centre
Road
Town, Tortola, British Virgin Islands
A
BVI Company
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Xu
Jie
Canglongdao
Science Park of Wuhan
East
Lake Hi-Tech Development Zone
Wuhan,
Hubei 430200 PRC
Citizen
of the People’s Republic of China
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This
statement is filed by Fame Good International Limited (“Fame Good”), a BVI
company, and Xu Jie, a citizen of the People’s Republic of
China. Each of the foregoing is referred to as a “Reporting
Person” and collectively as the “Reporting Persons.”
This
statement relates to the securities directly owned by Fame
Good. Mr. Xu does not directly own any securities of the
issuer. Mr. Xu is the director and controlling stockholder of
Fame Good and may be deemed, by virtue of his positions, to have power to
direct the vote and disposition of the securities held by Fame
Good. Accordingly, the Reporting Persons are hereby filing a
joint Schedule 13G.
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(d) Title
of Class of Securities:
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Common
Stock, par value $0.0001 per share
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(e) CUSIP
Number:
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982569105
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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: Not
applicable.
|
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(a)
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o |
Broker
or dealer registered under Section 15 of the Act;
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(b)
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o |
Bank
as defined in Section 3(a)(6) of the Act;
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(c)
|
o |
Insurance
company as defined in Section 3(a)(19) of the Act;
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(d)
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o |
Investment
company registered under Section 8 of the Investment Company Act of
1940;
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(e)
|
o |
An
investment adviser in accordance with §
240.13d−1(b)(1)(ii)(E);
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(f)
|
o |
An
employee benefit plan or endowment fund in accordance with §
240.13d−1(b)(1)(ii)(F);
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(g)
|
o |
A
parent holding company or control person in accordance with §
240.13d−1(b)(1)(ii)(G);
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(h)
|
o |
A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act;
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(i)
|
o |
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act;
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(j)
|
o |
A
non-U.S. institution in accordance with §
240.13d−1(b)(1)(ii)(J);
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(k)
|
o |
Group,
in accordance with § 240.13d−1(b)(1)(ii)(K).
If
filing as a non-U.S. institution in accordance with §
240.13d−1(b)(1)(ii)(J), please specify the type of
institution:
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Item
4. Ownership.
|
|||
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(a)
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Amount
beneficially owned:
Fame
Good
Xu
Jie
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17,912,446
17,912,446
|
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(b)
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Percentage
of class:
Fame
Good
Xu
Jie
|
74.5%*
74.5%*
|
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(c)
|
Number
of shares as to which the person has:
|
||
|
(i)
Sole power to vote or to direct the vote:
Fame
Good - 0
Xu
Jie - 0
|
|||
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(ii)
Shared power to vote or to direct the vote:
Fame
Good - 17,912,446
Xu
Jie - 17,912,446
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|||
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(iii)
Sole power to dispose or to direct the disposition of:
Fame
Good - 0
Xu
Jie - 0
|
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(iv)
Shared power to dispose or to direct the disposition of:
Fame
Good - 17,912,446
Xu
Jie - 17,912,446
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Item
5.
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Ownership
of Five Percent or Less of a Class.
|
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Not
applicable.
|
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
|
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Not
applicable.
|
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
|
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Not
applicable.
|
|
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Item
8.
|
Identification
and Classification of Members of the Group.
|
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Not
applicable.
|
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
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Not
applicable.
|
|
|
Item
10.
|
Certifications.
|
|
Not
applicable.
|
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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.
|
|
Dated:
February 12, 2009
|
| FAME GOOD INTERNATIONAL LIMITED | |||
|
By:
|
/s/ Xu Jie | ||
| Name: Xu Jie | |||
| Title: Director | |||
| XU JIE | |||
| /s/ Xu Jie | |||
|
Exhibit
|
Document Description
|
|
A
|
Joint
Filing Agreement Pursuant to Rule
13d-1(k)
|
|
EXHIBIT
A
|
|
JOINT
FILING AGREEMENT
|
|
This agreement is made pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended
(the “Act”), by and among the parties listed below, each referred to
herein as a “Joint Filer.” The Joint Filers agree that a
statement of beneficial ownership as required by Section 13(d) of the Act
and the Rules thereunder may be filed on each of their behalf on Schedule
13D or Schedule 13G, as appropriate, and that said joint filing may
thereafter be amended by further joint filings. The Joint
Filers state that they each satisfy the requirements for making a joint
filing under Rule 13d-1.
|
|
Dated:
February 12, 2009
|
| FAME GOOD INTERNATIONAL LIMITED | |||
|
By:
|
/s/ Xu Jie | ||
| Name: Xu Jie | |||
| Title: Director | |||
| XU JIE | |||
| /s/ Xu Jie | |||