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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
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Under
the Securities Exchange Act of 1934
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SINOCOKING
COAL AND COKE CHEMICAL INDUSTRIES, INC.
................................................................................................................
(Name
of Issuer)
Common
Stock, par value $0.001 per share
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................................................................................................................
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(Title
of Class of Securities)
829357102
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................................................................................................................
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(CUSIP
Number)
Richardson
& Patel LLP
Murdock
Plaza
10900
Wilshire Boulevard, Suite 500
Los
Angeles, California 90024
310.208.1182
(Tel)
310.208.1154
(Fax)
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................................................................................................................
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February
5, 2010
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................................................................................................................
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(Date
of Event Which Requires Filing of This
Statement)
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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), Rule 13d-1(f) or Rule 13d-1(g), check the
following box.[ ]
*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.
The
information required on 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.
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CUSIP
No. 829357102
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___________________________________________________________________________________
Honour
Express Limited
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___________________________________________________________________________________
(a)
(b)
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___________________________________________________________________________________
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___________________________________________________________________________________
OO
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___________________________________________________________________________________
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___________________________________________________________________________________
British
Virgin Islands
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___________________________________________________________________________________
Number
of shares beneficially owned by each reporting person
with:
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6,694,091
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____________________________________________________________
0
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____________________________________________________________
6,694,091
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____________________________________________________________
0
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_________________________________________________________________________________
6,694,091
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___________________________________________________________________________________
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_________________________________________________________________________________
45.51%
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________________________________________________________________________________
OO
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CUSIP
No. 829357102
___________________________________________________________________________________
(1) Names
of reporting persons
Jianhua
Lv
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___________________________________________________________________________________
(2) Check
the appropriate box if a member of a group (see instructions)
(a)
(b)
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___________________________________________________________________________________
(3) SEC
use only
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___________________________________________________________________________________
(4) Source
of funds (see instructions)
OO
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___________________________________________________________________________________
(5) Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or
2(e)
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___________________________________________________________________________________
(6) Citizenship
or place of organization
People’s
Republic of China
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___________________________________________________________________________________
Number
of shares beneficially owned by each reporting person
with:
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(7) Sole
Voting Power
0
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____________________________________________________________
(8) Shared
Voting Power
6,694,091
(1)
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____________________________________________________________
(9) Sole
Dispositive Power
0
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____________________________________________________________
(10) Shared
Dispositive Power
6,694,091
(1)
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_________________________________________________________________________________
(11) Aggregate
Amount Beneficially Owned by Each Reporting Person
6,694,091
(1)
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___________________________________________________________________________________
(12) Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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_________________________________________________________________________________
(13) Percent
of Class Represented by Amount in Row (11)
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45.51%
________________________________________________________________________________
(14) Type
of Reporting Person (See Instructions)
IN
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________________________________________________________________________________
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(1)
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These
shares are held directly by Honour Express Limited (“Honour
Express”). Jianhua Lv is a director of Honour Express, and in
such capacity, Mr. Lv may be deemed to have voting and dispositive power
over the shares held directly by Honour Express. Mr. Lv is also
a beneficiary of Honour Express. Pursuant to a certain
Incentive Option Agreement dated July 6, 2009 (“Incentive Option
Agreement”), Mr. Lv has the right to acquire 100% of the issued and
outstanding capital stock of Honour Express from a nominee who holds the
shares of capital stock of Honour Express, conditioned upon achievement of
certain financial performance targets by SinoCoking Coal and Coke Chemical
Industries, Inc. (the “Company”).
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ITEM
1. Security and Issuer
This
Schedule 13D relates to the common stock, par value $0.001 per share (the
“Common Stock”) of SinoCoking Coal and Coke Chemical Industries, Inc., a Florida
corporation (the “Company”). The address of the Company’s principal executive
office is: 10th Floor, Chengshi Xin Yong She, Tiyu Road, Xinhua District,
Pingdingshan, Henan Province, People’s Republic of China, 467000.
ITEM
2. Identity and Background
(a) This
Schedule 13D is being filed on behalf of Honour Express Limited, a company
organized under the laws of the British Virgin Islands (“Honour Express”), and
Jianhua Lv, a director and beneficiary of Honour Express and a citizen of
People’s Republic of China. The persons named in this paragraph are
sometimes referred to individually herein as a “Reporting Person” and
collectively as the “Reporting Persons.”
(b) The
address for the Reporting Persons is: P.O. Box 957, Offshore Incorporations
Centre, Road Town, Tortola, British Virgin Islands.
(c) During
the past five years, the Reporting Persons have not been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors).
(d) During
the past five years, the Reporting Persons have not been 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.
(e) During
the past five years, the Reporting Persons have not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding, was or are 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.
(f) Honour
Express Limited is a company formed under the laws of the British Virgin
Islands. Jianhua Lv is a citizen of the People’s Republic of China
(PRC).
ITEM
3. Source of Amount of Funds or Other Compensation
The
Reporting Persons acquired the reported securities as a result of a share
exchange transaction (“Exchange Transaction”). On July 17, 2009, the Company
entered into a share exchange agreement (“Exchange Agreement”) with the
Company (then named “Ableauctions.com, Inc.”, and its significant shareholders
Abdul Ladha and Hanifa Ladha, Top Favour Limited, a British Virgin Islands
corporation and holding company (“Top Favour”), and the shareholders of Top
Favour, consisting of 12 individuals and 5 entities, who collectively held 100%
of Top Favour’s issued and outstanding share capital. Among the
shareholders of Top Favour were Honour Express, of which Jianhua Lv was and is a
director and beneficiary. Jinahua Lv was and is the founder and
president of the business which was acquired in the Exchange Transaction, a coal
and coke production firm based in Henan Province in the PRC. Honour
Express was the largest single shareholder of Top Favour, the holding company
for the acquired coal and coke production firm.
At the
closing of the Exchange Agreement on February 5, 2010, the Company issued an
aggregate of 13,117,952 shares of Common Stock to the shareholders of Top Favour
in exchange for all of the outstanding capital stock of Top Favour, and Top
Favour became a wholly-owned subsidiary of the Company. Concurrently with the
closing the Exchange Agreement, the Company also completed an equity financing
(“Financing”) pursuant to which the Company issued and sold 1,180,892 shares of
Common Stock, and warrants for the purchase of up to 590,446 shares of Common
Stock with an exercise price of $12.00 per share, which brought the total number
of issued and outstanding shares of Common Stock of the Company to
14,708,554. Also in connection with the Exchange Transaction, Mr. Lv
became the Chief Executive Officer and Chairman of the Board of Directors of
SinoCoking Coal and Coke Chemical Industries, Inc., a Florida
corporation.
The
Exchange Agreement, Financing, and all transactions related thereto were
approved by the Company’s directors and its majority shareholders, and by Top
Favour’s directors and its shareholders.
ITEM
4. Purpose of Transaction
The
Reporting Persons acquired the shares of Common Stock in the above-described
Exchange Transaction because Honour Express was a shareholder of Top Favour
immediately prior to the share exchange. As discussed above, Jianhua
Lv is a director and beneficiary of Honour Express. See Item 3 of
this Schedule 13D, which is hereby incorporated by reference.
In his
capacity as Chief Executive Officer and Chairman of the Board of Directors of
the Company, Jianhua Lv may actively pursue proposals which could relate to or
would result in: (a) the acquisition by any person of additional securities of
the Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or of any
of its subsidiaries; (d) any change in the present board of directors or
management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy of the Company;
(f) any other material change in the Company’s business or corporate structure;
(g) changes in the Company’s charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any other person; (h) causing a class of securities of the Company to
be delisted from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Act; or (j) any similar action to those enumerated
above.
ITEM
5. Interest in Securities of the Issuer
(a) The
aggregate number and percentage of class of securities identified pursuant to
Item 1 beneficially owned by each Reporting Person named in Item 2 may be found
in rows 11 and 13 of the Cover Pages relating to each of the Reporting Persons,
which hereby is incorporated by reference. Applicable percentages are based upon
14,708,554 shares of common stock outstanding as of February 5,
2010.
(b) The
powers that the Reporting Persons identified in the preceding paragraph have
relative to the shares discussed herein may be found in rows 7 through 10 of the
Cover Pages relating to each of the Reporting Persons, which hereby is
incorporated by reference.
(c) All
transactions in the class of securities reported on effected by any of the
persons named in Item 5(a) during the past 60 days may be found in Item
3.
(d) None.
(e) Not
applicable.
ITEM
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The
information provided in Items 3 and 4 is hereby incorporated by
reference.
Mr. Lv
and the sole shareholder of Honour Express, Shaohua Tan, are parties to an
Incentive Option Agreement, which provides that Mr. Lv has the right to acquire
100% of the shares of capital stock of Honour Express (which in turn holds
6,694,091 shares of common stock of the Company), upon the Company’s
satisfaction of certain financial performance targets. Under this
arrangement, as a nominee shareholder of Honour Express, Mr. Tan may not cause
Honour Express to vote, sell, transfer or otherwise dispose of the shares of
Common Stock of the Company held by Honour Express. A copy of
the Incentive Option Agreement is included as an exhibit to this
Schedule.
To the
best of knowledge of each Reporting Person, other than as described in this
Schedule 13D, the Reporting Persons have no contracts, arrangements,
understandings or relationships with any other person with respect to any
securities of the Company.
ITEM
7. Material to be Filed as Exhibits
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(1)
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Joint
Filing Agreement attached hereto as Exhibit
A.
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(2)
(3)
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Share
Exchange Agreement dated July 17, 2009, by and among the Company and its
significant shareholders, and Top Favour and its shareholders,
incorporated herein by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on
July 17, 2009.
First
Amendment to Share Exchange Agreement dated November 25, 2009, by and
among the Company and its significant shareholders, and Top Favour and its
shareholders, incorporated herein by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 30, 2009.
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(4)
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Incentive
Option Agreement dated July 6, 2009 attached hereto as Exhibit
B.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
Dated:
February 12, 2010
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HONOUR EXPRESS
LIMITED
a British Virgin Islands company
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/s/ Jianhua Lv | |
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Jianhua
Lv, Director
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| /s/ Jianhua Lv | |||
| Jianhua Lv, an individual | |||
EXHIBIT
A
JOINT
FILING AGREEMENT
PURSUANT
TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree
that the foregoing statement of Schedule 13D is filed on behalf of each of the
undersigned and that all subsequent amendments to this Schedule 13D shall be
filed on behalf of each of the undersigned without the necessity of filing
additional joint filing agreements. The undersigned acknowledge that
each shall be responsible for the timely filing of such amendments, and the
completeness and accuracy of the information concerning it contained therein,
but shall not be responsible for the completeness and accuracy of the
information concerning the others, except to the extent that it knows or has
reason to believe that such information is inaccurate.
| Dated: February 12, 2010 |
HONOUR EXPRESS
LIMITED
a British Virgin Islands
company
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/s/ Jianhua Lv | |
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Jianhua
Lv, Director
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| Dated: February 12, 2010 | /s/ Jianhua Lv | ||
| Jianhua Lv, an individual | |||
LETTER
AGREEMENT
REGARDING
INCENTIVE
OPTION AGREEMENT
February
11, 2010
Via Electronic
Mail
Shaohua
Tan
Suite
601, Building W2, Oriental Plaza
No.1 East
Changan Street
Dongchen
District, Beijing, China
Re: Addendum No. 1 to Incentive
Option Agreement
Mr.
Tan:
This letter is an addendum to the
Incentive Option Agreement dated July 6, 2009 (“Incentive Option Agreement”) by
and between you (as Grantor) and I, Jianhua Lv (as
Grantee). You, I and Honour Express Limited, a British
Virgin Islands international business company (“Honour Express”) are referred to
as the “Parties”.
RECITALS
A. Honour
Express currently holds 6,694,091 shares of common stock (the “Issuer Shares”)
of SinoCoking Coal and Coke Chemical Industries, Inc., a Florida corporation
(the “Issuer”).
B. Honour
Express received the Issuer Shares as a result of a share exchange transaction
(“Exchange Transaction”) on February 5, 2010, pursuant to the terms of a Share
Exchange Agreement dated July 17, 2009 (as amended) (“Exchange Agreement”) by
and among Ableauctions.com, Inc. (renamed “SinoCoking Coal and Coke Chemical
Industries, Inc.”), Abdul Ladha, Hanifa Ladha, Top Favour Limited, a British
Virgin Islands corporation (“Top Favour”), and the shareholders of Top
Favour.
C. Since
Honour Express was a shareholder of Top Favour prior to the Exchange
Transaction, Honour Express received the Issuer Shares in the
transaction.
D. Mr.
Tan is a director, and holder of 100% of the issued and outstanding capital
stock of Honour Express, and the Incentive Option Agreement provides that Mr. Lv
has the right to acquire all such shares of Honour Express upon satisfaction by
the Issuer of certain financial performance targets.
E. The
Parties wish to provide for certain additional covenants regarding the Issuer
Shares held by Honour Express, as provided in this letter
agreement.
AGREEMENT
For consideration duly acknowledged,
the Parties agree as follows:
1. Mr.
Tan shall not, at any time, cause Honour Express to vote or to dispose of the
Issuer Shares, without the express consent of Honour Express and Mr.
Lv.
2. Further,
Mr. Tan shall not in any capacity exercise, nor shall he possess any “voting
power” or “investment power”, as such terms are defined in the U.S. Securities
Exchange Act of 1934, as amended, over the Issuer Shares held by Honour
Express.
3. The
terms of this letter agreement shall remain in effect until the Incentive Option
Agreement shall have been terminated.
4. The
Parties agree that the terms of this letter agreement may not be amended,
altered, revoked, terminated or rescinded without the express written agreement
of all Parties hereto.
5. The
terms of Sections 1, 6 and 8 of the Incentive Option Agreement are incorporated
into this letter agreement by reference.
IN WITNESS WHEREOF, the undersigned
Parties have executed this letter agreement as of the date first written
above.
GRANTEE: /s/ Jianhua
Lv
LV, Jianhua
AGREED:
GRANTOR: /s/ Shaohua
Tan
TAN, Shaohua
HONOUR
EXPRESS: HONOUR
EXPRESS LIMITED
/s/ Jianhua
Lv
LV, Jianhua
Director