UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
SUPERCONDUCTOR TECHNOLOGIES INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
867931305
(CUSIP Number)
February 27, 2008
(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)
CUSIP No.: 867931305
======== =======================================================================
1 NAME OF REPORTING PERSONS
China Poly Group Ltd.
======== =======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
======== =======================================================================
3 SEC USE ONLY
======== =======================================================================
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The People's Republic of China
================================== ======= =====================================
5 SOLE VOTING POWER
-0-
======= =====================================
6 SHARED VOTING POWER
NUMBER OF
SHARES 2,148,296 shares of Common Stock
BENEFICIALLY ======= =====================================
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH: -0-
======= =====================================
8 SHARED DISPOSITIVE POWER
2,501,361 shares of Common Stock
======== =======================================================================
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,501,361 shares of Common Stock
======== =======================================================================
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES
======== =======================================================================
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.2% of Common Stock
======== =======================================================================
12 TYPE OF REPORTING PERSON
OO - limited liability company
======== =======================================================================
2
CUSIP No.: 867931305
======== =======================================================================
1 NAME OF REPORTING PERSONS
Hunchun Baoli Communications Co., Ltd.
======== =======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
======== =======================================================================
3 SEC USE ONLY
======== =======================================================================
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The People's Republic of China
================================== ======= =====================================
5 SOLE VOTING POWER
-0-
======= =====================================
6 SHARED VOTING POWER
NUMBER OF
SHARES 2,148,296 shares of Common Stock
BENEFICIALLY ======= =====================================
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH: -0-
======= =====================================
8 SHARED DISPOSITIVE POWER
2,148,296 shares of Common Stock
======== =======================================================================
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,148,296 shares of Common Stock
======== =======================================================================
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES
======== =======================================================================
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.2% of Common Stock
======== =======================================================================
12 TYPE OF REPORTING PERSON
OO - limited liability company
======== =======================================================================
3
CUSIP No.: 867931305
======== =======================================================================
1 NAME OF REPORTING PERSONS
Baoli Investment Group Ltd.
======== =======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
======== =======================================================================
3 SEC USE ONLY
======== =======================================================================
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The People's Republic of China
================================== ======= =====================================
5 SOLE VOTING POWER
-0-
======= =====================================
6 SHARED VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY ======= =====================================
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH: -0-
======= =====================================
8 SHARED DISPOSITIVE POWER
600,000 shares of Common Stock
======== =======================================================================
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000 shares of Common Stock
======== =======================================================================
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES
======== =======================================================================
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4% of Common Stock
======== =======================================================================
12 TYPE OF REPORTING PERSON
OO - limited liability company
======== =======================================================================
4
CUSIP No.: 867931305
======== =======================================================================
1 NAME OF REPORTING PERSONS
Mr. Xiaoxiong Zhang
======== =======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
======== =======================================================================
3 SEC USE ONLY
======== =======================================================================
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The People's Republic of China
================================== ======= =====================================
5 SOLE VOTING POWER
-0-
======= =====================================
6 SHARED VOTING POWER
NUMBER OF
SHARES 2,148,296 shares of Common Stock
BENEFICIALLY ======= =====================================
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH: -0-
======= =====================================
8 SHARED DISPOSITIVE POWER
3,101,361 shares of Common Stock
======== =======================================================================
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,101,361 shares of Common Stock
======== =======================================================================
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES
======== =======================================================================
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.6% of Common Stock
======== =======================================================================
12 TYPE OF REPORTING PERSON
IN
======== =======================================================================
5
Item 1.
(a) The name of the issuer is Superconductor Technologies Inc., a
Delaware corporation.
(b) The address of the issuer's principal executive offices is 460 Ward
Drive, Santa Barbara, California 93111.
Item 2.
(a)-(c) This report is being filed by:
(i) China Poly Group Ltd. ("China Poly Group"), a limited liability
company organized under the laws of the People's Republic of China (the
"PRC"); 3/F, Block B, Tongfang Information Harbor, 11 Langshan, Nanshan
District, Shenzhen, China 518057;
(ii) Hunchun Baoli Communications Co., Ltd., a PRC limited liability
company ("Hunchun Baoli"); 1/F, Block D, Longhai Building, Hunchun,
Jilin, China 133300;
(iii) Baoli Investment Group Ltd., a PRC limited liability company
("Baoli Investment"); Suite 1401, 14/F, Word Commerce Centre, Harbour
City, 7-11 Canton Road, Tsimshatusi, Kowloon, Hong Kong; and
(iv) Xiaoxiong Zhang ("Mr. Zhang"); 3/F, Block B, Tongfang Information
Harbor, 11 Langshan, Nanshan District, Shenzhen, China 518057. Mr.
Zhang is a citizen of the PRC.
The foregoing persons are hereinafter collectively referred to as the
"Reporting Persons."
(d)-(e) This report covers the issuer's Common Stock, par value $0.001 per
share. The CUSIP number of the Common Stock is 867931305.
Item 3.
Not applicable.
Item 4. Ownership.
The information required by Item 4(a) - (c) is set forth in Rows 5 - 11
of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person. The percentages of
beneficial ownership of the Reporting Persons are based on 17,612,775
shares of total outstanding Common Stock as of August 1, 2008, as
reported on the issuer's Form 10-Q filed on August 12, 2008.
Collectively, China Poly Group, Hunchun Baoli, and Baoli Investment are
the beneficial owners of a total of 3,101,361 shares of Common Stock of
the issuer. As the ultimate parent company of Hunchun Baoli, China Poly
Group may be deemed to beneficially own 2,148,296 shares of Common
Stock held directly by Hunchun Baoli, its indirect wholly-owned
subsidiary, in addition to the 353,065 shares of Common Stock held
directly by it. Mr. Zhang, by virtue of his status as the majority and
controlling shareholder of China Poly Group, may be deemed to
beneficially own all of the shares of Common Stock beneficially owned
by China Poly Group as described in the foregoing. In addition,
pursuant to an understanding between Mr. Zhang and Baoli Investment,
Mr. Zhang has shared dispositive power with respect to the 600,000
shares of Common Stock held directly by Baoli Investment Group Ltd. and
may be deemed to have beneficial ownership with respect to those
shares.
6
The 353,065 shares of Common Stock held directly by China Poly Group
and the 600,000 shares of Common Stock held directly by Baoli
Investment are subject to an Irrevocable Proxy and Voting Agreement
pursuant to which the holders granted to the issuer exclusively all of
their respective voting rights in respect of the shares, and the
holders therefore have no voting power with respect to those shares.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person.
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.
By signing below each of the undersigned certify 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.
================================================================================
7
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
each of the undersigned certify that the information set forth in this statement
is true, complete and correct.
Date: August 14, 2008 CHINA POLY GROUP LTD.
By: /s/ Xiaoxiong Zhang
-----------------------------------
Xiaoxiong Zhang,
its Chairman
HUNCHUN BAOLI COMMUNICATIONS CO., LTD.
By: /s/ Xiaomeng Zhang
-----------------------------------
Xiaomeng Zhang,
its Chairman
BAOLI INVESTMENT GROUP LTD.
By: /s/ Shihai Deng
-----------------------------------
Shihai Deng,
its Chairman
XIAOXIONG ZHANG
/s/ Xiaoxiong Zhang
---------------------------------------
Xiaoxiong Zhang, individually
8
Exhibit 1
---------
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G/A, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G/A, shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Date: August 14, 2008 CHINA POLY GROUP LTD.
By: /s/ Xiaoxiong Zhang
-----------------------------------
Xiaoxiong Zhang,
its Chairman
HUNCHUN BAOLI COMMUNICATIONS CO., LTD.
By: /s/ Xiaomeng Zhang
-----------------------------------
Xiaomeng Zhang,
its Chairman
BAOLI INVESTMENT GROUP LTD.
By: /s/ Shihai Deng
-----------------------------------
Shihai Deng,
its Chairman
XIAOXIONG ZHANG
/s/ Xiaoxiong Zhang
---------------------------------------
Xiaoxiong Zhang, individually
9