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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934*
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Duoyuan Printing, Inc.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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26605B109
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(CUSIP Number)
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September 13, 2010
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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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[ ]
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Rule 13d-1(b)
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[X]
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Rule 13d-1(c)
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[ ]
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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.
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 (the “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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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Jayhawk Private Equity Fund, L.P. (20-5004931)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
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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
Delaware
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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
0
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6
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SHARED VOTING POWER
2,620,542*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,620,542*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,620,542* (see Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions) [ ]
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.6%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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* Includes 2,530,657 shares of common stock, par value $0.001 per share, and 89,885 convertible securities that are convertible into common stock, par value $0.001 per share, within 60 days of the filing of this report.
** Based on 30,563,217 outstanding shares of common stock, par value $0.001 per share, as reported by Duoyuan Printing, Inc. on its Form 10-Q filed on May 11, 2010.
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Jayhawk Private Equity Co-Invest Fund, L.P. (20-5249125)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
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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
Delaware
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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
0
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6
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SHARED VOTING POWER
165,002*
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7
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SOLE DISPOSITIVE POWER
0
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SHARED DISPOSITIVE POWER
165,002*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,002* (see Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions) [ ]
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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* Includes 159,343 shares of common stock, par value $0.001 per share, and 5,659 convertible securities that are convertible into common stock, par value $0.001 per share, within 60 days of the filing of this report.
** Based on 30,563,217 outstanding shares of common stock, par value $0.001 per share, as reported by Duoyuan Printing, Inc. on its Form 10-Q filed on May 11, 2010.
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Jayhawk Private Equity GP, L.P. (20-5005219)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
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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
Delaware
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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
0
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6
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SHARED VOTING POWER
2,785,544*
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7
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SOLE DISPOSITIVE POWER
0
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SHARED DISPOSITIVE POWER
2,785,544*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,785,544* (see Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions) [ ]
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.1%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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* Includes 2,690,000 shares of common stock, par value $0.001 per share, and 95,544 convertible securities that are convertible into common stock, par value $0.001 per share, within 60 days of the filing of this report.
** Based on 30,563,217 outstanding shares of common stock, par value $0.001 per share, as reported by Duoyuan Printing, Inc. on its Form 10-Q filed on May 11, 2010.
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Jayhawk Capital Management, L.L.C. (48-1172612)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
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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
Delaware
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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
0
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6
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SHARED VOTING POWER
2,785,544*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,785,544*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,785,544* (see Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions) [ ]
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.1%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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* Includes 2,690,000 shares of common stock, par value $0.001 per share, and 95,544 convertible securities that are convertible into common stock, par value $0.001 per share, within 60 days of the filing of this report.
** Based on 30,563,217 outstanding shares of common stock, par value $0.001 per share, as reported by Duoyuan Printing, Inc. on its Form 10-Q filed on May 11, 2010.
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Kent C. McCarthy
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
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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
United States of America
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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
0
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6
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SHARED VOTING POWER
2,785,544*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,785,544*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,785,544* (see Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions) [ ]
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.1%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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* Includes 2,690,000 shares of common stock, par value $0.001 per share, and 95,544 convertible securities that are convertible into common stock, par value $0.001 per share, within 60 days of the filing of this report.
** Based on 30,563,217 outstanding shares of common stock, par value $0.001 per share, as reported by Duoyuan Printing, Inc. on its Form 10-Q filed on May 11, 2010.
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Item 1(a)
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Name of Issuer
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Duoyuan Printing, Inc.
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Item 1(b)
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Address of Issuer's Principal Executive Offices
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No. 3 Jinyuan Road
Daxing Industrial Development Zone
Beijing 102600, People’s Republic of China
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Item 2(a)
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Name of Person Filing
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This Schedule 13G is being jointly filed by Kent C. McCarthy (“Mr. McCarthy”), Jayhawk Capital Management, L.L.C., a Delaware limited liability company (“JCM”), Jayhawk Private Equity GP, L.P., a Delaware limited partnership (“JPEGP”), Jayhawk Private Equity Fund, L.P., a Delaware limited partnership (“JPEF”), and Jayhawk Private Equity Co-Invest Fund, L.P., a Delaware limited partnership (“JPECF”).
Mr. McCarthy, JCM, JPEGP, JPEF, and JPECF have entered into an Agreement Regarding the Joint Filing of 13G (the “Agreement”) pursuant to which Mr. McCarthy, JCM, JPEGP, JPEF, and JPECF have agreed to file this 13G jointly and in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended (the “Act”). A copy of the Agreement is attached hereto as Exhibit A.
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Item 2(b)
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Address of Principal Business Office or, if None, Residence
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The principal business address of Mr. McCarthy, JCM, JPEGP, JPEF, and JPECF is
930 Tahoe Blvd., 802-281, Incline Village, NV, 89451.
Mr. McCarthy is a citizen of the Unites States of America, JCM is a Delaware limited liability company, JPEGP is a Delaware limited partnership, JPEF is a Delaware limited partnership, and JPECF is a Delaware limited partnership.
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Item 2(d)
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Title of Class of Securities
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Common Stock, par value $0.001 per share
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Item 3
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The Reporting Person is
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Not Applicable
Mr. McCarthy is the manager of and controls JCM. JCM is the general partner of JPEGP and as a result controls JPEGP. JPEGP is the general partner of JPEF and as a result controls JPEF. JPEGP is the general partner of JPECF and as a result controls JPECF. Therefore, Mr. McCarthy, JCM, and JPEGP are
deemed to be beneficial owners under Rule 13d-3 of the Act of the securities owned of record by JPEF and JPECF and have reported that they share voting power and dispositive power over such securities.
The information below is as of the date of the filing of this report:
(a) Amount beneficially owned:
1. Jayhawk Private Equity Fund, L.P.: 2,620,542*
2. Jayhawk Private Equity Co-Invest Fund, L.P.: 165,002**
3. Jayhawk Private Equity GP, L.P.: 2,785,544***
4. Jayhawk Capital Management, L.L.C.: 2,785,544***
5. Kent C. McCarthy: 2,785,544***
(b) Percent of class:
1. Jayhawk Private Equity Fund, L.P.: 8.6%
2. Jayhawk Private Equity Co-Invest Fund, L.P.: 0.5%
3. Jayhawk Private Equity GP, L.P.: 9.1%
4. Jayhawk Capital Management, L.L.C.: 9.1%
5. Kent C. McCarthy: 9.1%
Percent of class is based on 30,563,217 outstanding shares of common stock, par value $0.001 per share, as reported by Duoyuan Printing, Inc. on its Form 10-Q filed on May 11, 2010.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
1. Jayhawk Private Equity Fund, L.P.: 0
2. Jayhawk Private Equity Co-Invest Fund, L.P.: 0
3. Jayhawk Private Equity GP, L.P.: 0
4. Jayhawk Capital Management, L.L.C.: 0
5. Kent C. McCarthy: 0
(ii) Shared power to vote or direct the vote:
1. Jayhawk Private Equity Fund, L.P.: 2,620,542*
2. Jayhawk Private Equity Co-Invest Fund, L.P.: 165,002**
3. Jayhawk Private Equity GP, L.P.: 2,785,544***
4. Jayhawk Capital Management, L.L.C.: 2,785,544***
5. Kent C. McCarthy: 2,785,544***
(iii) Sole power to dispose or to direct the disposition of: 0
1. Jayhawk Private Equity Fund, L.P.: 0
2. Jayhawk Private Equity Co-Invest Fund, L.P.: 0
3. Jayhawk Private Equity GP, L.P.: 0
4. Jayhawk Capital Management, L.L.C.: 0
5. Kent C. McCarthy: 0
(iv) Shared power to dispose or to direct the disposition of:
1. Jayhawk Private Equity Fund, L.P.: 2,620,542*
2. Jayhawk Private Equity Co-Invest Fund, L.P.: 165,002**
3. Jayhawk Private Equity GP, L.P.: 2,785,544***
4. Jayhawk Capital Management, L.L.C.: 2,785,544***
5. Kent C. McCarthy: 2,785,544***
* Includes 2,530,657 shares of common stock, par value $0.001 per share, and 89,885 convertible securities that are convertible into common stock, par value $0.001 per share, within 60 days of the filing of this report.
** Includes 159,343 shares of common stock, par value $0.001 per share, and 5,659 convertible securities that are convertible into common stock, par value $0.001 per share, within 60 days of the filing of this report.
*** Includes 2,530,657 shares of common stock, par value $0.001 per share, and 89,885 convertible securities that are convertible into common stock, par value $0.001 per share, within 60 days of the filing of this report held by Jayhawk Private Equity Fund, L.P. and 159,343 shares of common stock, par value $0.001 per share, and 5,659 convertible securities that are convertible into common stock, par value $0.001 per share, within 60 days of the filing of this report held by Jayhawk Private Equity Co-Invest Fund, L.P.
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Item 5
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Ownership of Five Percent or Less of a Class
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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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See response to Item 4 above.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being
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Reported on By the Parent Holding Company
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Not Applicable
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Item 8
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9
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Notice of Dissolution of Group
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Not Applicable
By signing below each party certifies that, to the best of its 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the parties below certify that the information set forth in this statement is true, complete and correct.
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Dated:
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September 23, 2010
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By:
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/s/
Kent C. McCarthy
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Kent C. McCarthy
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Jayhawk Capital Management, L.L.C.
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By:
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/s/ Kent C. McCarthy
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Name: Kent C. McCarthy
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Title: Manager
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Jayhawk Private Equity GP, L.P.
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By:
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Jayhawk Capital Management, L.L.C.
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Its general partner
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By:
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/s/ Kent C. McCarthy
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Name: Kent C. McCarthy
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Title: Manager
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Jayhawk Private Equity Fund, L.P.
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By:
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Jayhawk Private Equity GP, L.P.
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By:
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/s/ Kent C. McCarthy
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Name: Kent C. McCarthy
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Title: Manager of Jayhawk
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Capital Management, LLC, the General
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Partner of Jayhawk Private Equity GP, L.P.
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Jayhawk Private Equity Co-Invest Fund, L.P.
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By:
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Jayhawk Private Equity GP, L.P.
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By:
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/s/ Kent C. McCarthy
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Name: Kent C. McCarthy
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Title: Manager of Jayhawk
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Capital Management, LLC, the General
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Partner of Jayhawk Private Equity GP, L.P.
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AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
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In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Duoyuan Printing, Inc., and further agree that this Agreement be included as an exhibit to such filings.
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 23rd day of September, 2010.
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By:
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/s/
Kent C. McCarthy
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Kent C. McCarthy
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Jayhawk Capital Management, L.L.C.
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By:
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/s/ Kent C. McCarthy
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Name: Kent C. McCarthy
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Title: Manager
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Jayhawk Private Equity GP, L.P.
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By:
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Jayhawk Capital Management, L.L.C.
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Its general partner
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By:
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/s/ Kent C. McCarthy
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Name: Kent C. McCarthy
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Title: Manager
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Jayhawk Private Equity Fund, L.P.
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By:
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Jayhawk Private Equity GP, L.P.
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By:
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/s/ Kent C. McCarthy
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Name: Kent C. McCarthy
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Title: Manager of Jayhawk
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Capital Management, LLC, the General
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Partner of Jayhawk Private Equity GP, L.P.
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Jayhawk Private Equity Co-Invest Fund, L.P.
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By:
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Jayhawk Private Equity GP, L.P.
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By:
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/s/ Kent C. McCarthy
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Name: Kent C. McCarthy
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Title: Manager of Jayhawk
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Capital Management, LLC, the General
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Partner of Jayhawk Private Equity GP, L.P.
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