| UNITED STATES | |||
| SECURITIES AND EXCHANGE COMMISSION | |||
| WASHINGTON, D.C. 20549 | |||
| SCHEDULE 13G/A | |||
| Amendment No. 1 | |||
| Under the Securities Exchange Act of 1934* | |||
| China TMK Battery Systems Inc. | |||
| (Name of Issuer) | |||
| Common Stock, par value $0.001 per share | |||
|
(Title of Class of Securities)
|
|||
| 244535209 | |||
| (CUSIP Number) | |||
| December 31, 2011 | |||
| (Date of Event Which Requires Filing of this Statement) | |||
|
CUSIP No.
|
244535209
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Jayhawk Private Equity Fund II, L.P. (26-1692972)
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
2,977,185*
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
2,977,185*
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,977,185* (see Item 4)
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions) [ ]
Not Applicable
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.94**
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
|
CUSIP No.
|
244535209
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Jayhawk Private Equity GP II, L.P. (26-1692915)
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
2,977,185*
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
2,977,185*
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,977,185* (see Item 4)
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions) [ ]
Not Applicable
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.94**
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
|
CUSIP No.
|
244535209
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Jayhawk Private Equity, LLC (26-1692786)
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
2,977,185*
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
2,977,185*
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,977,185* (see Item 4)
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions) [ ]
Not Applicable
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.94**
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
CUSIP No.
|
244535209
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Kent C. McCarthy
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
2,977,185*
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
2,977,185*
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,977,185* (see Item 4)
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions) [ ]
Not Applicable
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.94%**
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
|
Item 10
|
Certification:
|
| Dated: February 14, 2012 | |||
| /s/ Kent C. McCarthy | |||
|
Kent C. McCarthy
|
|||
|
Jayhawk Private Equity, LLC
|
|||
|
By:
|
/s/ Kent C. McCarthy
|
||
|
Name: Kent C. McCarthy
|
|||
|
Title: Manager
|
|||
|
Jayhawk Private Equity GP II, L.P.
|
|||
|
By:
|
Jayhawk Private Equity, LLC
Its general partner
/s/ Kent C. McCarthy
|
||
|
Name: Kent C. McCarthy
|
|||
|
Title: Manager
|
|||
|
Jayhawk Private Equity Fund II, L.P.
|
|||
|
By:
|
Jayhawk Private Equity GP II, L.P.
Its general partner
|
||
| By: |
Jayhawk Private Equity, LLC
Its general partner
|
||
| By: | /s/ Kent C. McCarthy | ||
| Name: |
Kent C. McCarthy
|
||
| Title: |
Manager
|
|
|
Exhibit A
|
|
|
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
|
| /s/ Kent C. McCarthy | |||
|
Kent C. McCarthy
|
|||
|
Jayhawk Private Equity, LLC
|
|||
|
By:
|
/s/ Kent C. McCarthy
|
||
|
Name: Kent C. McCarthy
|
|||
|
Title: Manager
|
|||
|
Jayhawk Private Equity GP II, L.P.
|
|||
|
By:
|
Jayhawk Private Equity, LLC
Its general partner
/s/ Kent C. McCarthy
|
||
|
Name: Kent C. McCarthy
|
|||
|
Title: Manager
|
|||
|
Jayhawk Private Equity Fund II, L.P.
|
|||
|
By:
|
Jayhawk Private Equity GP II, L.P.
Its general partner
|
||
| By: |
Jayhawk Private Equity, LLC
Its general partner
|
||
| By: | /s/ Kent C. McCarthy | ||
| Name: |
Kent C. McCarthy
|
||
| Title: |
Manager
|