Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. _____)*
CHINA INTELLIGENT LIGHTING
AND ELECTRONICS, INC.
(Name of
Issuer)
Common Stock, $.0001 par
value per share
(Title of
Class of Securities)
16890G
103
CUSIP
No. 29
& 31, Huanzhen Road, Shuikou Town, Huizhou,
Guangdong,
China 516500
________________________
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
(Copy
to)
Thomas J.
Poletti, Esq.
K&L
Gates LLP
10100
Santa Monica Blvd., 7th Floor
Los
Angeles, CA 90067
Telephone
(310) 552-5000 Facsimile (310) 552-5001
January 15,
2010
(Date of
Event which Requires Filing of this Statement)
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 sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. q
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See section 240.13d-7 for other parties to whom copies
are to be sent.
* 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 (however, see the
Notes).
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NAMES OF REPORTING PERSONS:
Li
Xuemei |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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People’s Republic of China |
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SOLE VOTING POWER: |
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| NUMBER OF |
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7,618,696
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| SHARES |
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SHARED VOTING POWER: |
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| OWNED BY |
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0 |
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| EACH |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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7,618,696
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SHARED DISPOSITIVE POWER: |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: |
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7,618,696
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11): |
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38.5% (1) |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS): |
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IN |
(1) Based
on 19,787,388 shares of Common Stock outstanding as of January 15,
2010.
Item
1. Security and Issuer
This
Schedule 13D (the "Schedule") relates to the common stock, $0.0001 par value
("Common Stock") of China Intelligent Lighting and Electronics, Inc. (the
“Issuer”). The principal executive offices of the Issuer are presently located
at No. 29 & 31, Huanzhen Road, Shuikou Town, Huizhou, Guangdong, China
516500.
Item 2. Identity and
Background
(a)This
Schedule 13D is being filed on behalf of Li
Xuemei. The person named in this paragraph is sometimes
referred to individually herein as the “Reporting
Person”.
(b)The
Reporting Person is an executive officer of China Intelligent Lighting and
Electronics, Inc. whose principal address is No. 29 & 31, Huanzhen Road,
Shuikou Town, Huizhou, Guangdong, China.
(c)Li
Xuemei is the Chairman of the Board; Chief Executive Officer and President of
the Issuer.
(d)
During the past five years, the Reporting Person has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
During the past five years, the Reporting Person has not been a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which it 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.
(f)
The Reporting Person is a citizen of the People’s Republic of
China.
Item
3. Source and Amount of Funds or Other Consideration
On
October 20, 2009, the Issuer entered into a share exchange agreement with China
Intelligent Electric Holding Limited, a British Virgin Islands corporation
(“China Intelligent BVI”) and Reporting Person, the sole shareholder of China
Intelligent BVI. Pursuant to the exchange agreement, as amended
on November 25, 2009 and January 15, 2010, the Issuer agreed to issue
an aggregate of 14,195,496 shares of its common stock to the Reporting and/or
her designees in exchange for all of the issued and outstanding share capital of
China Intelligent BVI (the “Share Exchange”).
Upon the
closing of the Share Exchange, the Issuer issued an aggregate of 14,195,496
shares of its common stock to the Reporting Person and her designees in exchange
for all of the issued and outstanding capital stock of China Intelligent
BVI. The
Reporting Person received 7,618,696 shares of common stock of the Issuer upon
the closing of the Share Exchange.
Also on
the closing, the Issuer (i) became the 100% parent of China Intelligent BVI,
(ii) assumed the operations of China Intelligent BVI and its subsidiaries and
(iii) changed its name from SRKP 22, Inc. to China Intelligent Lighting and
Electronics, Inc. The Share Exchange closed on January 15,
2010.
The
foregoing summary of the Share Exchange is qualified in its entirety by
reference to the copy of the Exchange Agreement, as amended by amendment nos. 1
and 2, which is incorporated herein by reference in its entirety, filed as Exhibit 2.1, Exhibit 2.1(a), and
Exhibit 2.1(b),
respectively, to the Issuer's current report on Form 8-K filed with the
Securities and Exchange Commission on January 15, 2010.
Item
4. Purpose of Transaction
The
securities of the Issuer were acquired by the Reporting Person in connection
with the Share Exchange. See Item 3 of this Schedule, which is hereby
incorporated by reference.
Pursuant
to the terms of the Share Exchange, the Reporting
Person became the Chairman of the Board Chief Executive Officer and
President of the Issuer.
The
Reporting Person reserves the right to actively pursue various proposals which
could relate to or would result in:
(a) The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(b) An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c) A
sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries;
(d) Any
change in the present board of directors or management of the Issuer, 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
Issuer;
(f) Any
other material change in the Issuer's business or corporate structure including
but not limited to, if the Issuer is a registered closed-end investment company,
any plans or proposals to make any changes in its investment policy for which a
vote is required by section 13 of the Investment Company Act of
1940;
(g)
Changes in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person;
(h)
Causing a class of securities of the Issuer 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 Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or
(j) Any
action similar to any of 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 the Reporting Person named in Item 2 may be found
in rows 11 and 13 of the Cover Page relating to the Reporting Person, which is
hereby incorporated by reference.
(b) The
powers that the Reporting Person identified in the preceding paragraph has
relative to the shares discussed herein may be found in rows 7 through 10 of the
Cover Page relating to the Reporting Person, which is hereby 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 Item 4 is hereby incorporated by
reference. To the best of the knowledge of the Reporting Person,
there are no other contracts, arrangements, understandings or
relationships.
Item
7. Material to Be Filed as Exhibits
1. Share Exchange Agreement,
dated as of October 20, 2009, by and among the Issuer, China Intelligent
Electronic Company Limited, and Reporting Person (incorporated by
reference from Exhibit
2.1 to the Issuer's current report on Form 8-K filed with the Securities
and Exchange Commission on January 15, 2010).
2.
Amendment No. 1 dated November 25, 2009 to the Share Exchange Agreement entered
into by and between the Issuer, China Intelligent Electronic Company Limited,
and Reporting Person (incorporated by reference
from Exhibit
2.1(a) to the
Issuer's current report on Form 8-K filed with the Securities and
Exchange Commission on January 15, 2010).
3.
Amendment No. 2 dated January 15, 2010 to the Share Exchange Agreement entered
into by and between the Issuer, China Intelligent Electronic Company Limited,
and Reporting Person (incorporated by reference
from Exhibit
2.1(b) to the
Issuer's current report on Form 8-K filed with the Securities and
Exchange Commission on January 15, 2010).
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:
January 15, 2010
/s/ Li
Xuemei
Li
Xuemei
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001)
EXHIBIT
INDEX
1. Share
Exchange Agreement, dated as of October 20, 2009, by and among the Issuer, China
Intelligent Electronic Company Limited, and Reporting Person (incorporated by
reference from Exhibit 2.1 to the Issuer's current report on Form 8-K
filed with the Securities and Exchange Commission on January 15,
2010).
2.
Amendment No. 1 dated November 25, 2009 to the Share Exchange Agreement entered
into by and between the Issuer, China Intelligent Electronic Company Limited,
and Reporting Person (incorporated by reference from Exhibit
2.1(a) to the Issuer's current report on Form 8-K filed
with the Securities and Exchange Commission on January 15, 2010).
3.
Amendment No. 2 dated January 15, 2010 to the Share Exchange Agreement entered
into by and between the Issuer, China Intelligent Electronic Company Limited,
and Reporting Person (incorporated by reference from Exhibit
2.1(b) to the Issuer's current report on Form 8-K filed
with the Securities and Exchange Commission on January 15, 2010).