- Amended Statement of Ownership (SC 13G/A)
13 Febrero 2012 - 5:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Gushan
Environmental Energy Limited
(Name of Issuer)
Ordinary Shares, par value HK$0.00001 each
(Title of Class of Securities)
40330W 205
(CUSIP Number)
December 31, 2011
(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)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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1
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NAMES OF REPORTING PERSONS:
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Gemino Success
Limited
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
¨
(b)
x
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3
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SEC USE ONLY:
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION:
British Virgin
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER:
63,996,218
(1)
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6
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SHARED VOTING POWER:
0
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7
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SOLE DISPOSITIVE POWER:
63,996,218
(1)
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8
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SHARED DISPOSITIVE POWER:
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
63,996,218 ordinary shares
(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
¨
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9):
33.5%
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
CO
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(1)
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Gemino Success
Limited is the record owner of 63,996,218 ordinary shares of Gushan Environmental Energy Limited.
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1
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NAMES OF REPORTING PERSONS:
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Hero Track Holdings
Limited
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
¨
(b)
x
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3
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SEC USE ONLY:
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION:
Hong Kong
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER:
2,446,360
(2)
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6
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SHARED VOTING POWER:
0
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7
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SOLE DISPOSITIVE POWER:
2,446,360
(2)
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8
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SHARED DISPOSITIVE POWER:
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,446,360 ordinary shares
(2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
¨
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9):
1.3%
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
CO
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(2)
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Hero Track
Holdings Limited is the record owner of 2,446,360 ordinary shares of Gushan Environmental Energy Limited.
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1
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NAMES OF REPORTING PERSONS:
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Hero Track
Limited
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
¨
(b)
x
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3
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SEC USE ONLY:
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION:
British Virgin
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
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SOLE VOTING POWER:
2,446,360
(3)
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6
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SHARED VOTING POWER:
0
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7
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SOLE DISPOSITIVE POWER:
2,446,360
(3)
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8
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SHARED DISPOSITIVE POWER:
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,446,360 ordinary shares
(3)
|
10
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
¨
|
11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9):
1.3%
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
CO
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(3)
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Hero Track Limited
is the sole shareholder of Hero Track Holdings Limited, which in turn is the record owner of 2,446,360 ordinary shares of Gushan Environmental Energy Limited.
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1
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NAMES OF REPORTING PERSONS:
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Jianqiu
Yu
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
¨
(b)
x
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3
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SEC USE ONLY:
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION:
Hong Kong
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
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5
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SOLE VOTING POWER:
66,442,578
(4)
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6
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SHARED VOTING POWER:
0
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7
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SOLE DISPOSITIVE POWER:
66,442,578
(4)
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8
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SHARED DISPOSITIVE POWER:
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
66,442,578 ordinary shares
(4)
|
10
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
¨
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9):
34.8%
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
IN
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(4)
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Jianqiu Yu is the
sole shareholder of Gemino Success Limited, which in turn is the record owner of 63,996,218 ordinary shares of Gushan Environmental Energy Limited. He is also the sole shareholder of Hero Track Limited, which in turn is the sole shareholder of Hero
Track Holdings Limited, which in turn is the record owner of 2,446,360 ordinary shares of Gushan Environmental Energy Limited.
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ITEM 1
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(a).
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NAME OF ISSUER:
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Gushan Environmental Energy Limited (the Issuer)
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ITEM 1
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(b).
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ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:
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No. 37, Golden Pond Road, Golden Mountain Industrial District
Fuzhou City, Fujian Province, Peoples Republic of China
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ITEM 2
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(a).
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NAME OF PERSON FILING:
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Gemino Success Limited
Hero Track Holdings Limited
Hero Track Limited
Jianqiu Yu
(each a Reporting Person and collectively, the Reporting Persons). See Exhibit A.
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ITEM 2
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(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
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The address of each of the Reporting Persons is c/o Carling Technology Limited, Room 908, China Merchants Tower, 168-200 Connaught Road Central, Sheung Wan, Hong
Kong
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ITEM 2
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(c)
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CITIZENSHIP:
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Gemino Success Limited:
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British Virgin Islands
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Hero Track Holdings Limited:
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Hong Kong
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Hero Track Limited:
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British Virgin Islands
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Jianqiu Yu:
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Hong Kong
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ITEM 2
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(d).
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TITLE OF CLASS OF SECURITIES:
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Ordinary Shares
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ITEM 2
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(e).
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CUSIP NUMBER:
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40330W 205
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ITEM 3.
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Not Applicable
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Reporting person
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Amount
beneficially
owned:
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Percent
of class:
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Sole power to
vote or direct
the
vote:
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Shared power
to vote or to
direct the vote:
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Sole power to
dispose or to
direct the
disposition of:
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Shared power
to dispose or to
direct the
disposition of:
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Gemino Success Limited
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63,996,218
ordinary
shares
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33.5
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%
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63,996,218
ordinary
shares
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0
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63,996,218
ordinary
shares
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0
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Hero Track Holdings Limited
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2,446,360
ordinary
shares
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1.3
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%
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2,446,360
ordinary
shares
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0
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2,446,360
ordinary
shares
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0
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Hero Track Limited
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2,446,360
ordinary
shares
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1.3
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%
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2,446,360
ordinary
shares
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0
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2,446,360
ordinary
shares
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0
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Jianqiu Yu
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66,442,578
ordinary
shares
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34.8
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%
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66,442,578
ordinary
shares
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0
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66,442,578
ordinary
shares
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0
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Mr. Jianqiu Yu is the sole shareholder of Gemino Success Limited. a British Virgin Islands company, which is in turn the record owner of 63,996,218 ordinary shares of
the Issuer. Mr. Jianqiu Yu is the sole shareholder of Hero Track Limited, a British Virgin Islands company, which in turn is the sole shareholder of Hero Track Holdings Limited, a Hong Kong company, which in turn is the record owner of 2,446,360
ordinary shares of the Issuer. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), Mr. Jianqiu Yu may be deemed to beneficially own all of the shares held by Gemino Success Limited and Hero
Track Holdings Limited.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
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Not applicable
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
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Not applicable
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
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Not applicable
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
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Not applicable
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP:
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Not applicable
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ITEM 10.
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CERTIFICATION:
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Not applicable
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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: February 13, 2012
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Gemino Success Limited
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By:
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/s/ Jianqiu Yu
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Name:
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Jianqiu Yu
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Title:
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Sole director and sole shareholder
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Hero Track Limited
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By:
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/s/ Lili Yu
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Name:
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Lili Yu
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Title:
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Sole director
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Hero Track Holdings Limited
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By:
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/s/ Lili Yu
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Name:
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Lili Yu
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Title:
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Sole director
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Jianqiu Yu
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/s/ Jianqiu Yu
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Jianqiu Yu
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LIST OF EXHIBITS
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Exhibit
No.
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Description
|
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A
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Joint Filing Agreement
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