UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Wuhan General Group (China), Inc.
-------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.0001
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(Title of Class of Securities)
982569105
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(CUSIP Number)
August 14, 2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 ("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).
Page 1 of 11
CUSIP No. 982569105
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Adam Benowitz
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
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 2,309,068
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 2,309,068
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,309,068
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
9.9%
12. Type of Reporting Person (See Instructions)
IN
Page 2 of 11
CUSIP No. 982569105
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Vision Capital Advisors, LLC (formerly known as Vision Opportunity Capital
Management, LLC)
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 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 2,309,068
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 2,309,068
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,309,068
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
9.9%
12. Type of Reporting Person (See Instructions)
IA
Page 3 of 11
CUSIP No. 982569105
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Vision Opportunity Master Fund, Ltd.
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
Cayman Islands
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 2,049,104
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 2,049,104
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,049,104
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
8.8%
12. Type of Reporting Person (See Instructions)
CO
Page 4 of 11
CUSIP No. 982569105
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Vision Opportunity China Fund Limited
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
Guernsey
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 259,964
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 259,964
9. Aggregate Amount Beneficially Owned by Each Reporting Person
259,964
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
1.1%
12. Type of Reporting Person (See Instructions)
CO
Page 5 of 11
CUSIP No. 982569105
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Vision Opportunity China LP
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
Guernsey
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 259,964
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 259,964
9. Aggregate Amount Beneficially Owned by Each Reporting Person
259,964
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
1.1%
12. Type of Reporting Person (See Instructions)
PN
Page 6 of 11
CUSIP No. 982569105
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Vision Opportunity China GP Limited
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
Guernsey
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 259,964
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 259,964
9. Aggregate Amount Beneficially Owned by Each Reporting Person
259,964
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
1.1%
12. Type of Reporting Person (See Instructions)
CO
Page 7 of 11
EXPLANATORY NOTE
The Filers (as defined below) are filing this Statement on Schedule 13G (this
"Statement") voluntarily, as of August 14, 2008, in connection with the
effectiveness of the Issuer's Registration Statement on Form 8A on July 16,
2008. All of the securities reported herein were owned by the Filers on July 16,
2008 and have been continuously owned by the Filers since such date.
Item 1.
(a) The name of the issuer is Wuhan General Group (China), Inc. (the
"Issuer").
(b) The principal executive offices of the Issuer are located at
Canglongdao Science Park of Wuhan East Lake Hi-Tech Development Zone,
Wuhan, Hubei 430200, People's Republic of China.
Item 2.
(a) This Statement is being filed by (i) Vision Opportunity Master Fund,
Ltd., a Cayman Islands company (the "Master Fund"), (ii) Vision
Opportunity China LP, a limited partnership organized under the laws of
Guernsey (the "China Fund" and, together with the Master Fund, the
"Funds"), (iii) Vision Opportunity China GP Limited, a corporate entity
organized under the laws of Guernsey (the "China Fund GP"), which
serves as the general partner of the China Fund, (iv) Vision
Opportunity China Fund Limited, a corporate entity organized under the
laws of Guernsey (the "China Fund Ltd."), which controls the China Fund
GP, (v) Vision Capital Advisors, LLC, a Delaware limited liability
company (formerly known as Vision Opportunity Capital Management, LLC)
(the "Investment Manager"), which serves as the investment manager of
the Master Fund and the China Fund Ltd. and (vi) Adam Benowitz, the
Managing Member of the Investment Manager (all of the foregoing,
collectively, the "Filers"). Each Fund is an investment vehicle formed
for the purpose of investing and trading in a wide variety of
securities and financial instruments. The Funds directly own all of the
respective shares reported in this Statement. Mr. Benowitz and the
Investment Manager may be deemed to share with the Funds voting and
dispositive power with respect to such shares and the China Fund GP and
China Fund Ltd. may be deemed to share with the China Fund voting and
dispositive power with respect to such shares owned by the China Fund.
Each Filer disclaims beneficial ownership with respect to any shares
other than those owned directly by such Filer.
(b) The principal business office of the Master Fund is:
c/o Citi Hedge Fund Services (Cayman) Limited
P.O. Box 1748
Cayman Corporate Centre
27 Hospital Road, 5th Floor
Grand Cayman KY1-1109
Cayman Islands
The principal business office of each of the Investment Manager and Mr.
Benowitz is:
20 West 55th Street, 5th Floor
New York, New York 10019
USA
The principal business office of each of the China Fund, the China Fund
GP and the China Fund Ltd. is:
Suites 13 and 15
Sarnia House
Le Truchot
St Peter Port
Guernsey GY1 4NA
Page 8 of 11
(c) For citizenship information see Item 4 of the cover page of each Filer.
(d) This Statement relates to the Common Stock, par value $0.0001 per
share, of the Issuer (the "Common Stock").
(e) The CUSIP Number of the Common Stock is listed on the cover pages
hereto.
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:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) [ ] Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Not applicable.
Item 4. Ownership.
See Items 5-9 and 11 on the cover page for each Filer, and Item 2, which
information is given as of August 14, 2008 and is based on 22,857,711 shares of
Common Stock outstanding as of August 11, 2008, as reported on the Issuer's
Quarterly Report on Form 10-Q filed on August 13, 2008.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: [ ]
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Page 9 of 11
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
(a) Not applicable.
(b) By signing below I certify that, to the best of my 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.
Page 10 of 11
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: August 14, 2008
ADAM BENOWITZ
VISION CAPITAL ADVISORS, LLC
VISION OPPORTUNITY MASTER FUND, LTD.
By: /s/ ADAM BENOWITZ
-------------------------------------
Adam Benowitz, for himself, as
Managing Member of the Investment
Manager and as a Director of the
Master Fund
VISION OPPORTUNITY CHINA LP
VISION OPPORTUNITY CHINA GP LIMITED
VISION OPPORTUNITY CHINA FUND LIMITED
By: /s/ DAVID BENWAY
-------------------------------------
David Benway, as a Director of the
China Fund GP (for itself and as
general partner of the China Fund)
and the China Fund Ltd.
Page 11 of 11
EXHIBIT INDEX
Exhibit No. Document
1 Joint Filing Agreement
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the persons named below 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 $0.0001 per share, of Wuhan General Group
(China), Inc., and further agree that this Joint Filing Agreement be included as
an Exhibit to such joint filing. In evidence thereof, the undersigned hereby
execute this Agreement.
Dated: August 14, 2008
ADAM BENOWITZ
VISION CAPITAL ADVISORS, LLC
VISION OPPORTUNITY MASTER FUND, LTD.
By: /s/ ADAM BENOWITZ
-------------------------------------
Adam Benowitz, for himself, as
Managing Member of the Investment
Manager and as a Director of the
Master Fund
VISION OPPORTUNITY CHINA LP
VISION OPPORTUNITY CHINA GP LIMITED
VISION OPPORTUNITY CHINA FUND LIMITED
By: /s/ DAVID BENWAY
-------------------------------------
David Benway, as a Director of the
China Fund GP (for itself and as
general partner of the China Fund)
and the China Fund Ltd.