SkyPeople Fruit Juice, Inc (Form: SC 13D, Received: 09/24/2012 06:52:17)

China Tianren Organic Food Holding Company Limited

c/o Yongke Xue

23F, China Development Bank Tower

No. 2, Gaoxin 1st Road

Xi’an, People’s Republic of China 710075

Investment holding

British Virgin Islands

c/o Yongke Xue

23F, China Development Bank Tower

No. 2, Gaoxin 1st Road

Xi’an, People’s Republic of China 710075

Lin Bai’s principal occupation is as a homemaker.

Lin Bai is the sole director of China Tianren Organic Food Holding Company Limited.

People’s Republic of China

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

SKYPEOPLE FRUIT JUICE, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

83086T208

(CUSIP Number)

SkyPeople International Holdings Group Limited

23F, China Development Bank Tower

No. 2, Gaoxin 1st Road

Xi’an, People’s Republic of China 710075

+86-29-88377281

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 14, 2012

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).


CUSIP No. 83086T208


1.	Names of Reporting Persons. SkyPeople International Holdings Group Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 13,375,639 ¹
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 13,375,639 ²
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,375,639
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 50.5% ³
14.	Type of Reporting Person (See Instructions) CO

¹	In its capacity as holder of 100.0% of the equity interest in each of Golden Dawn International Limited and Everlasting Rich Limited (which wholly owns China Tianren Organic Food Holding Company Limited).

²	In its capacity as holder of 100.0% of the equity interest in each of Golden Dawn International Limited and Everlasting Rich Limited (which wholly owns China Tianren Organic Food Holding Company Limited).

³	Based on 26,508,068 shares of Common Stock outstanding as of August 28, 2012, as reported by the Issuer to the Reporting Persons.


CUSIP No. 83086T208


1.	Names of Reporting Persons. V.X. Fortune Capital Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 13,375,639 ⁴
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 13,375,639 ⁵
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,375,639
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 50.5% ⁶
14.	Type of Reporting Person (See Instructions) CO

⁴	In its capacity as holder of 80.0% of the equity interest in SkyPeople International Holdings Group Limited.

⁵	In its capacity as holder of 80.0% of the equity interest in SkyPeople International Holdings Group Limited.

⁶	Based on 26,508,068 shares of Common Stock outstanding as of August 28, 2012, as reported by the Issuer to the Reporting Persons.


CUSIP No. 83086T208


1.	Names of Reporting Persons. Yongke Xue
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization People’s Republic of China
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 13,375,639 ⁷
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 13,375,639 ⁸
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,375,639
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 50.5% ⁹
14.	Type of Reporting Person (See Instructions) IN

⁷	In its capacity as holder of 100.0% of the equity interest in V.X. Fortune Capital Limited. Yongke Xue is the sole director of each of (i) SkyPeople International Holdings Group Limited, (ii) V.X. Fortune Capital Limited, (iii) Golden Dawn International Limited and (iv) Everlasting Rich Limited.

⁸	In its capacity as holder of 100.0% of the equity interest in V.X. Fortune Capital Limited. Yongke Xue is the sole director of each of (i) SkyPeople International Holdings Group Limited, (ii) V.X. Fortune Capital Limited, (iii) Golden Dawn International Limited and (iv) Everlasting Rich Limited.

⁹	Based on 26,508,068 shares of Common Stock outstanding as of August 28, 2012, as reported by the Issuer to the Reporting Persons.


CUSIP No. 83086T208


1.	Names of Reporting Persons. Golden Dawn International Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 11,908,561
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 11,908,561
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,908,561
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 44.9% ¹⁰
14.	Type of Reporting Person (See Instructions) CO

¹⁰	Based on 26,508,068 shares of Common Stock outstanding as of August 28, 2012, as reported by the Issuer to the Reporting Persons.


CUSIP No. 83086T208


1.	Names of Reporting Persons. Everlasting Rich Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,467,078 ¹¹
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,467,078 ¹²
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,467,078
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 5.5% ¹³
14.	Type of Reporting Person (See Instructions) CO

¹¹	In its capacity as holder of 100.0% of the equity interest in China Tianren Organic Food Holding Company Limited.

¹²	In its capacity as holder of 100.0% of the equity interest in China Tianren Organic Food Holding Company Limited.

¹³	Based on 26,508,068 shares of Common Stock outstanding as of August 28, 2012, as reported by the Issuer to the Reporting Persons.


CUSIP No. 83086T208


1.	Names of Reporting Persons. China Tianren Organic Food Holding Company Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,467,078
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,467,078
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,467,078
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 5.5% ¹⁴
14.	Type of Reporting Person (See Instructions) CO

¹⁴	Based on 26,508,068 shares of Common Stock outstanding as of August 28, 2012, as reported by the Issuer to the Reporting Persons.


CUSIP No. 83086T208


1.	Names of Reporting Persons. Lin Bai
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization People’s Republic of China
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,467,078 ¹⁵
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,467,078 ¹⁶
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,467,078
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 5.5% ¹⁷
14.	Type of Reporting Person (See Instructions) IN

¹⁵	In its capacity as sole director of China Tianren Organic Food Holding Company Limited.

¹⁶	In its capacity as sole director of China Tianren Organic Food Holding Company Limited.

¹⁷	Based on 26,508,068 shares of Common Stock outstanding as of August 28, 2012, as reported by the Issuer to the Reporting Persons.

This Schedule 13D (this “Statement”) is jointly filed by (i) SkyPeople International Holdings Group Limited, (ii) V.X. Fortune Capital Limited, (iii) Yongke Xue, (iv) Golden Dawn International Limited, (v) Everlasting Rich Limited, (vi) China Tianren Organic Food Holding Company Limited and (vii) Lin Bai (each a “Reporting Person” and, collectively, the “Reporting Persons”) pursuant to Rule 13d-1(a) promulgated under the Securities Exchange Act of 1934 with respect to an acquisition of shares of common stock, par value $0.001 per share (the “Common Stock”) of SkyPeople Fruit Juice, Inc. (the “Issuer”), a corporation incorporated in the state of Florida.

Item 1.

Security and Issuer

This Statement relates to the Common Stock of the Issuer. The Issuer’s address and principal executive office is 16F, China Development Bank Tower, No. 2, Gaoxin 1st Road, Xi’an, People’s Republic of China 710075.

The information set forth in the Exhibits to this Statement is hereby expressly incorporated herein by reference, and the responses to each item of this Statement are qualified in their entirety by the provisions of such Exhibits.

Item 2.

Identity and Background


(a) Name	(b) • Residence address or business address or • Principal office (if person in column (a) is an entity)	(c) • Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted or • Principal business (if person in column (a) is an entity)	(f) Citizenship or jurisdiction of incorporation, as applicable

SkyPeople International Holdings Group Limited	23F, China Development Bank Tower No. 2, Gaoxin 1st Road Xi’an, People’s Republic of China 710075	Investment holding	Cayman Islands

V.X. Fortune Capital Limited	c/o Yongke Xue 23F, China Development Bank Tower No. 2, Gaoxin 1st Road Xi’an, People’s Republic of China 710075	Investment holding	British Virgin Islands

Yongke Xue	No.3, Xijuyuan Xiang, Lianhu District Xi’an, Shaanxi Province People’s Republic of China 710075	Chief Executive Officer and a Director of the Issuer. Yongke Xue is also the sole director of each of (i) SkyPeople International Holdings Group Limited, (ii) V.X. Fortune Capital Limited, (iii) Golden Dawn International Limited and (iv) Everlasting Rich Limited.	People’s Republic of China

Golden Dawn International Limited	c/o Yongke Xue 23F, China Development Bank Tower No. 2, Gaoxin 1st Road Xi’an, People’s Republic of China 710075	Investment holding	British Virgin Islands

Everlasting Rich Limited	c/o Yongke Xue 23F, China Development Bank Tower No. 2, Gaoxin 1st Road Xi’an, People’s Republic of China 710075	Investment holding	British Virgin Islands

(d) Each of the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.

(e) Each of the Reporting Persons has 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 during the last five years.

Item 3.

Source and Amount of Funds or Other Consideration

As described below in Item 4, consideration for the issuance of shares by SkyPeople International Holdings Group Limited to V.X. Fortune Capital Limited (which is wholly owned by Yongke Xue) and Kingline International Limited (which is wholly owned by Hongke Xue) consisted of the contributions of each of Hongke Xue and Yongke Xue of 11,736,626 and 171,935 shares of Common Stock of the Issuer to Golden Dawn International Limited, respectively.

Item 4.

Purpose of Transaction

Pursuant to a Share Exchange Agreement among SkyPeople International Holdings Group Limited, Golden Dawn International Limited, Hongke Xue, Yongke Xue, V.X. Fortune Capital Limited and Kingline International Limited dated September 14, 2012 (the “2012 Share Exchange Agreement”), Hongke Xue and Yongke Xue each contributed 11,736,626 and 171,935 shares of Common Stock of the Issuer, respectively, to Golden Dawn International Limited, a wholly-owned subsidiary of SkyPeople International Holdings Group Limited. In exchange as consideration, SkyPeople International Holdings Group Limited issued shares to V.X. Fortune Capital Limited (which is wholly owned by Yongke Xue) and Kingline International Limited (which is wholly owned by Hongke Xue), resulting in Yongke Xue and Hongke Xue indirectly owning 80.0% and 9.4% of SkyPeople International Holdings Group Limited, respectively.

In addition, on September 14, 2012, the sole shareholder of China Tianren Organic Food Holding Company Limited, which holds 1,467,078 shares of Common Stock of the Issuer, transferred 100% of his interest in China Tianren Organic Food Holding Company Limited to Everlasting Rich Limited, a wholly-owned subsidiary of SkyPeople International Holdings Group Limited.

Following this transfer and the share exchange transaction described above, the shares reported in this Statement are held directly by Golden Dawn International Limited with respect to 11,908,561 shares and China Tianren Organic Food Holding Company Limited with respect to 1,467,078 shares. Both Golden Dawn International Limited and China Tianren Organic Food Holding Company Limited (through its parent Everlasting Rich Limited) are wholly-owned subsidiaries of SkyPeople International Holdings Group Limited. As a result, each of Yongke Xue, V.X. Fortune Capital Limited and SkyPeople International Holdings Group Limited indirectly beneficially owns an aggregate of 13,375,639 shares of Common Stock of the Issuer.

The description in this Statement of the share exchange transaction is qualified in its entirety by reference to the full text of the 2012 Share Exchange Agreement, a copy of which is filed as Exhibit 99.2 and incorporated by reference in this Statement.

Except as otherwise described in this Item 4, the Reporting Persons do not have present plans or proposals that relate to or would result in any of the following (although the Reporting Persons reserve the right to develop such plans or proposals or any other plans relating to the Issuer and to take action with respect thereto):

(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 Securities Exchange Act of 1934; or

(j)

any action similar to any of those enumerated above.

The Reporting Persons intend to review and evaluate their holdings in the Common Stock of the Issuer on a continuing basis and, depending upon their review and evaluation of the price and availability of the securities of the Issuer, the business of the Issuer, subsequent developments affecting the Issuer, the prospects of the Issuer, general stock market and economic conditions, tax considerations and other factors they deem to be relevant, may consider increasing, decreasing or disposing their holdings in the Common Stock of the Issuer. As a part of such review and evaluation, the Reporting Persons may hold discussions with the Issuer’s management and directors, other shareholders and other interested parties.

Item 5.

Interest in Securities of the Issuer

(a) All percentages of Common Stock beneficially owned described in this Statement are based on 26,508,068 shares of Common Stock outstanding as of August 28, 2012, as reported by the Issuer to the Reporting Persons.

SkyPeople International Holdings Group Limited, through its wholly-owned subsidiaries of Golden Dawn International Limited and Everlasting Rich Limited (which wholly owns China Tianren Organic Food Holding Company Limited) has beneficial ownership of an aggregate of 13,375,639 shares of Common Stock of the Issuer. SkyPeople International Holdings Group Limited’s beneficial ownership in the Common Stock represented approximately 50.5% of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial ownership of SkyPeople International Holdings Group Limited under Section 13(d) of the Act.

V.X. Fortune Capital Limited, through its 80.0% equity interest in SkyPeople International Holdings Group Limited, has beneficial ownership of an aggregate of 13,375,639 shares of Common Stock of the Issuer. V.X. Fortune Capital Limited’s beneficial ownership in the Common Stock represented approximately 50.5% of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial ownership of V.X. Fortune Capital Limited under Section 13(d) of the Act.

Yongke Xue, who owns a 100.0% equity interest in V.X. Fortune Capital Limited, has beneficial ownership of an aggregate of 13,375,639 shares of Common Stock of the Issuer. Yongke Xue’s beneficial ownership in the Common Stock represented approximately 50.5% of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial ownership of Yongke Xue under Section 13(d) of the Act.

Golden Dawn International Limited has beneficial ownership of an aggregate of 11,908,561 shares of Common Stock of the Issuer. Golden Dawn International Limited’s beneficial ownership in the Common Stock represented approximately 44.9% of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial ownership of Golden Dawn International Limited under Section 13(d) of the Act.

Everlasting Rich Limited, through its wholly-owned subsidiary China Tianren Organic Food Holding Company Limited, has beneficial ownership of an aggregate of 1,467,078 shares of Common Stock of the Issuer. Everlasting Rich Limited’s beneficial ownership in the Common Stock represented approximately 5.5% of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial ownership of Everlasting Rich Limited under Section 13(d) of the Act.

China Tianren Organic Food Holding Company Limited has beneficial ownership of an aggregate of 1,467,078 shares of Common Stock of the Issuer. China Tianren Organic Food Holding Company Limited’s beneficial ownership in the Common Stock represented approximately 5.5% of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial ownership of China Tianren Organic Food Holding Company Limited under Section 13(d) of the Act.

Lin Bai, as sole director of China Tianren Organic Food Holding Company Limited, has beneficial ownership of an aggregate of 1,467,078 shares of Common Stock of the Issuer. Lin Bai’s beneficial ownership in the Common Stock represented approximately 5.5% of the outstanding Common Stock that were deemed to be outstanding for purposes of calculating the beneficial ownership of Lin Bai under Section 13(d) of the Act.

The filing of this Statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by this Statement other than the securities actually owned by such person, if any.

(b)

SkyPeople International Holdings Group Limited may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 13,375,639 shares of Common Stock of the Issuer.

V.X. Fortune Capital Limited may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 13,375,639 shares of Common Stock of the Issuer.

Yongke Xue may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 13,375,639 shares of Common Stock of the Issuer.

Golden Dawn International Limited may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 11,908,561 shares of Common Stock of the Issuer.

Everlasting Rich Limited may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 1,467,078 shares of Common Stock of the Issuer.

China Tianren Organic Food Holding Company Limited may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 1,467,078 shares of Common Stock of the Issuer.

Lin Bai may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 1,467,078 shares of Common Stock of the Issuer.

(c) Other than as reported herein, each of the Reporting Persons has not effected any transactions in the Common Stock during the past 60 days.

(d)

To the knowledge of SkyPeople International Holdings Group Limited, V.X. Fortune Capital Limited and Yongke Xue, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 13,375,639 shares of Common Stock over which SkyPeople International Holdings Group Limited, V.X. Fortune Capital Limited and Yongke Xue have beneficial ownership.

To the knowledge of Golden Dawn International Limited, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 11,908,561 shares of Common Stock over which Golden Dawn International Limited has beneficial ownership.

To the knowledge of Everlasting Rich Limited, China Tianren Organic Food Holding Company Limited and Lin Bai, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 1,467,078 shares of Common Stock over which Everlasting Rich Limited, China Tianren Organic Food Holding Company Limited and Lin Bai have beneficial ownership.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

To the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power or investment power over the securities of the Issuer.

Item 7.

Material to Be Filed as Exhibits


Exhibit Number		Description

99.1		Joint filing agreement among SkyPeople International Holdings Group Limited, V.X. Fortune Capital Limited, Yongke Xue, Golden Dawn International Limited, Everlasting Rich Limited, China Tianren Organic Food Holding Company Limited and Lin Bai dated September 24, 2012

99.2		Share Exchange Agreement among SkyPeople International Holdings Group Limited, Golden Dawn International Limited, Hongke Xue, Yongke Xue, V.X. Fortune Capital Limited and Kingline International Limited dated September 14, 2012

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.

Date: September 24, 2012


SkyPeople International Holdings Group Limited

By:		/s/ Yongke Xue
Name:		Yongke Xue
Title:		Sole Director

V.X. Fortune Capital Limited

By:		/s/ Yongke Xue
Name:		Yongke Xue
Title:		Sole Director

Yongke Xue

By:		/s/ Yongke Xue
Name:		Yongke Xue

Golden Dawn International Limited

By:		/s/ Yongke Xue
Name:		Yongke Xue
Title:		Sole Director


Everlasting Rich Limited

By:		/s/ Yongke Xue
Name:		Yongke Xue
Title:		Sole Director

China Tianren Organic Food Holding Company Limited

By:		/s/ Lin Bai
Name:		Lin Bai
Title:		Sole Director

Lin Bai

By:		/s/ Lin Bai
Name:		Lin Bai

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) 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 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of SkyPeople Fruit Juice, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Date: September 24, 2012


SkyPeople International Holdings Group Limited

By:		/s/ Yongke Xue
Name:		Yongke Xue
Title:		Sole Director

V.X. Fortune Capital Limited

By:		/s/ Yongke Xue
Name:		Yongke Xue
Title:		Sole Director

Yongke Xue

By:		/s/ Yongke Xue
Name:		Yongke Xue


Golden Dawn International Limited

By:		/s/ Yongke Xue
Name:		Yongke Xue
Title:		Sole Director

Everlasting Rich Limited

By:		/s/ Yongke Xue
Name:		Yongke Xue
Title:		Sole Director

China Tianren Organic Food Holding Company Limited

By:		/s/ Lin Bai
Name:		Lin Bai
Title:		Sole Director

Lin Bai

By:		/s/ Lin Bai
Name:		Lin Bai

Exhibit 99.2

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT (this “ Agreement ”) is entered into on September 14, 2012 and is made by and between:

(1)

SkyPeople International Holdings Group Limited, an exempted company with limited liability established under the laws of Cayman Islands (“ SkyPeople Cayman ”), and Golden Dawn International Limited, a company established under the laws of the British Virgin Islands (“ Golden Dawn ”) and a wholly-owned subsidiary of SkyPeople Cayman; and

(2)

Hongke XUE, a citizen of the People’s Republic of China with a PRC identification card number of 610323197307300558 (“ HK Xue ”), Yongke XUE, a citizen of the People’s Republic of China with a PRC identification card number of 610104196609281618 (“ YK Xue ”), V.X. Fortune Capital Limited, a company established under the laws of the British Virgin Islands (“ VX ”) and Kingline International Limited, a company established under the laws of the British Virgin Islands (“ Kingline ”).

SkyPeople Cayman and Golden Dawn are collectively referred to herein as the “ SkyPeople Parties ”

HK Xue, YK Xue, VX and Kingline are collectively referred to herein as the “ Xue Parties ”

SkyPeople Cayman, Golden Dawn, HK Xue, YK Xue, VX and Kingline are collectively referred to herein as the “ Parties ” and each a “ Party ”.

WHEREAS:

1.	SkyPeople Fruit Juice, Inc. (the “ Company ”) is a company established under the laws of the State of Florida with its principal office located at 16F, China Development Bank Tower, No. 2, Gaoxin 1 ^st Road, Xi’an, People’s Republic of China 710075;

The Company is listed on NASDAQ. As of August 28, 2012, a total of 26,508,068 shares of the Company’s common stock are considered to be outstanding, with a par value of $0.001 each (“ Company Shares ”). HK Xue legally and beneficially owns 11,736,626 Company Shares and YK Xue legally and beneficially owns 171,935 Company Shares (collectively, the “ Company Exchange Shares ”), representing 44.92% of the issued and outstanding common stock of the Company;

3.	SkyPeople Cayman has a total authorized share capital of $1,000,000,000 divided into 1,000,000,000 shares, with a par value of $1.00 each (“ Cayman Shares ”); and

4.	SkyPeople Cayman desires to acquire 11,736,626 Company Shares from HK Xue and 171,935 Company Shares from YK Xue in exchange solely for an aggregate of 83,896 Cayman Shares (“ Cayman Exchange Shares ”), subject to the terms and conditions of this Agreement.

IT IS AGREED as follows:

1.	SHARE EXCHANGE

On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, HK Xue and YK Xue shall sell, assign, transfer, convey and deliver their respective Company Exchange Shares, free and clear of any and all liens, pledges or other encumbrances, limitations or restrictions (including any restrictions on the right to vote, sell or otherwise dispose of such Company Shares, “ Encumbrances ”), to Golden Dawn, a wholly-owned subsidiary of SkyPeople Cayman, and Golden Dawn shall accept the Company Exchange Shares from HK Xue and YK Xue in exchange for the issuance to each of VX and Kingline such number of Cayman Exchange Shares as set forth in the following table:


Name of entity	Number of Cayman Exchange Shares
VX		75,386
Kingline		8,510

Total		83,896

2.	CLOSING

2.1

The Share Exchange shall take place on September 14, 2012 or such other date as the Parties may mutually agree in writing (the “ Closing Date ”), at the offices of O’Melveny & Myers, AIA Central, 31st Floor, No. 1 Connaught Road Central, Hong Kong, or at such other locations or remotely by facsimile transmission or other electronic means as the Parties may mutually agree (the “ Closing ”).

2.2

On the Closing Date, HK Xue and YK Xue shall deliver to Golden Dawn the stock certificates representing the Company Exchange Shares, duly endorsed in blank for transfer or accompanied by appropriate stock powers duly executed in blank, and any other documents that are reasonably necessary to transfer title to the the Company Exchange Shares. In full consideration and exchange for the Company Exchange Shares, SkyPeople Cayman shall issue the number of Cayman Exchange Shares to each of VX and Kingline as set forth in Section 1 herein.

3.	REPRESENTATIONS AND WARRANTIES

3.1

Representations and Warranties of all Parties

The Xue Parties represent and warrant to the SkyPeople Parties, and the SkyPeople Parties represent and warrant to the Xue Parties, as of the date hereof, as follows:

(a)

Due Incorporation . If it is an entity, it is a duly organized and validly existing company under the laws of the jurisdiction of its incorporation.

(b)

Authority; Consent; Enforceability . It has all requisite power and authority to enter into and perform its obligations under this Agreement. It is not required to obtain any other consent, permit, approval, registration or waiver necessary for consummation of the transaction contemplated hereby. This Agreement has been duly and validly executed and delivered and constitutes the legal, valid and binding obligation of it enforceable against it in accordance with its terms, subject to bankruptcy, insolvency or other similar laws of general application affecting creditors’ rights and general principles of equity.

(c)

Non-contravention . Its execution, delivery and performance of this Agreement will not result in a breach of any provision of its constitutional documents (if not a natural person), any agreement to which it is or may become a party, or any order, judgment or decree of any court or governmental authority binding on it.

(d)

No Insolvency . No insolvency proceedings have been commenced in respect of it in any jurisdiction. No administrator or any receiver or manager or analogous individual has been appointed by any person in respect of it (or her) or any of its assets and, so far as it is aware, no steps have been taken to initiate any such appointment and no voluntary arrangement has been proposed.

(e)

No Registration . Assuming the accuracy of the representations and warranties made by the other parties, no registration under the United States Securities Act of 1933, as amended (the “ Securities Act ”) is required for the Share Exchange in the manner contemplated herein.

(f)

No Finder’s Fees . No person or entity is entitled to any finder’s fees in connection with the transactions contemplated by this Agreement based upon arrangements made by it or any of its affiliates.

3.2

Representations and Warranties by HK Xue and YK Xue

Each of HK Xue and YK Xue represents and warrants to the SkyPeople Parties that, as of the date hereof:

(a)

Ownership . It is the sole and exclusive record and beneficial owner of its portion of the Company Exchange Shares, as set forth in the recitals to this Agreement, free and clear of all Encumbrances. The Company Exchange Shares have been duly authorized and validly issued. Delivery of such Company Exchange Shares against the delivery of the Cayman Exchange Shares by SkyPeople Cayman pursuant to this Agreement on the Closing Date will pass valid title to such Company Exchange Shares to Golden Dawn, free and clear of all Encumbrances.

(b)

No Direct Selling Efforts . None of it, its affiliates, or any person or entity acting on its behalf has (other than the SkyPeople Parties or persons acting on its behalf, as to whom HK Xue and YK Xue make no representation), directly or indirectly, made offers or sales of any security, or solicited offers to buy, sell or offer to sell or otherwise negotiate in respect of, in the United States or to any United States citizen or resident, any security which is or would be integrated with the Share Exchange in a manner or under circumstances that would require the registration of the Share Exchange under the Securities Act. Subject to the accuracy of SkyPeople Parties’ representations herein, the Share Exchange hereunder is exempted from the registration requirements of the United States federal and state securities laws.

3.3

Representations and Warranties by SkyPeople Parties

Each of the SkyPeople Parties represent and warrant to the Xue Parties as of the date hereof that:

(a)

It is a newly formed corporation which has not conducted any operations and has no liabilities and/or guarantee obligations other than its obligations under this Agreement and those incidental to its formation.

(b)

Accredited Investor . It is an “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in effect.

(c)

Reliance on Exemptions . It understands that the Company Exchange Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Xue Parties are relying in part upon the truth and accuracy of, and the SkyPeople Parties’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of the SkyPeople Parties set forth herein in order to determine the availability of such exemptions and the eligibility of the SkyPeople Parties to acquire the Company Exchange Shares.

(d)

Investment Intent . The Company Exchange Shares to be acquired by the SkyPeople Parties will be acquired for investment for its own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the SkyPeople Parties have no present intention of selling, granting any participation in, or otherwise distributing the same. The SkyPeople Parties do not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Company Exchange Shares.

(e)

Restricted Shares . The SkyPeople Parties acknowledges that the Company Exchange Shares are “restricted securities” as defined in Rule 144 under the Securities Act. The SkyPeople Parties understand that the Company Exchange Shares shall bear a restrictive legend unless such Company Exchange Shares are sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer) or pursuant to Rule 144 under the Securities Act or any similar provision then in effect.

3.4

Representations and Warranties by SkyPeople Cayman

(a)

The authorized capital of SkyPeople Cayman consists, immediately prior to the Closing, of 1,000,000,000 Cayman Shares, par value $1.00 per share, 50,000 shares of which are issued and outstanding immediately prior to the Closing. All of the outstanding common shares of SkyPeople Cayman have been duly authorized, are fully paid and nonassessable and were issued in compliance with the laws of the Cayman Islands and all applicable federal and state securities laws.

(b)

At the Closing, SkyPeople Cayman will have reserved and available, free from preemptive rights, the aggregate number of Cayman Shares issuable upon the Closing out of its authorized but unissued common shares solely for the purpose of providing for the Share Exchange contemplated herein.

4.	CONFIDENTIALITY

Each of the Parties agrees to keep the existence and terms and conditions of this Agreement and the transaction contemplated hereby confidential, and will not disclose any foregoing information to any third party without consent of the other Party, except as legally required (including disclosure required in accordance with rules of any stock exchange where the Company Shares are listed) or to any representative or affiliate who is bound by a similar obligation of confidentiality.

5.	FURTHER ASSURANCES

Each of the parties hereto agrees on behalf of itself and its assigns or successors in interest that it will, without further consideration, upon reasonable request, execute, acknowledge and deliver such other documents and take such further actions as reasonably may be necessary to consummate the Share Exchange pursuant to the terms of this Agreement.

6.	NO THIRD PARTY BENEFICIARIES

This Agreement shall not confer any rights or remedies upon any person other than the parties named herein and their respective successors.

7.	SUCCESSION AND ASSIGNMENT

This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors. No party may assign this Agreement or any of such party’s rights, interests or obligations hereunder without the prior approval of the other party hereto.

8.	ENTIRE AGREEMENT

This Agreement constitutes the whole agreement between the Parties and supersedes any previous agreements, arrangements or understandings between them relating to the subject matter hereof. To the fullest extent permitted by law, unless otherwise expressly provided for herein, no supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the Parties. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

9.	SEVERABILITY

In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party hereto.

10.

COUNTERPARTS

This Agreement may be executed in any number of counterparts and by different parties hereto or thereto on separate counterparts each of which, when executed and delivered, shall constitute an original, but all the counterparts shall together constitute but one and the same instrument.

11.

GOVERNING LAW AND ARBITRATION

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without reference to any conflicts of law principles thereof.

Any dispute, controversy or claim arising out of or relating to this Agreement, including the validity, invalidity, breach or termination thereof (the “ Dispute ”), shall be settled by arbitration in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with these Rules. There shall be one arbitrator. The arbitration proceedings shall be conducted in English. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the Tribunal. Judgment upon any award made by the tribunal may be entered in any court having jurisdiction thereof.

[ Signature Page Follows ]

IN WITNESS whereof this Agreement has been executed on the day and year first above written.


Hongke Xue

/s/ Hongke Xue
Name:		Hongke Xue

Yongke Xue

/s/ Yongke Xue
Name:		Yongke Xue

V.X. Fortune Capital Limited

/s/ Yongke Xue
Name:		Yongke Xue
Title:		Sole Director

Kingline International Limited

/s/ Hongke Xue
Name:		Hongke Xue
Title:		Sole Director

[SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT]


SkyPeople International Holdings Group Limited

/s/ Yongke Xue
Name:		Yongke Xue
Title:		Sole Director

Golden Dawn International Limited

/s/ Yongke Xue
Name:		Yongke Xue
Title:		Sole Director

[SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT]