SCHEDULE 13G AMENDMENT NO. 1

0001145549-07-000198.txt : 20070209 0001145549-07-000198.hdr.sgml : 20070209 20070209093614 ACCESSION NUMBER: 0001145549-07-000198 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070209 DATE AS OF CHANGE: 20070209 GROUP MEMBERS: CREDIT SUISSE TRUST LIMITED GROUP MEMBERS: D&M TECHNOLOGIES LIMITED GROUP MEMBERS: POWER SURGE TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Suntech Power Holdings Co., Ltd. CENTRAL INDEX KEY: 0001342803 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81474 FILM NUMBER: 07595660 BUSINESS ADDRESS: STREET 1: 17-6 CHANGJIANG SOUTH ROAD, NEW DISTRICT CITY: WUXI, JIANGSU PROVINCE STATE: F4 ZIP: 214028 BUSINESS PHONE: (86 510) 534 5000 MAIL ADDRESS: STREET 1: 17-6 CHANGJIANG SOUTH ROAD, NEW DISTRICT CITY: WUXI, JIANGSU PROVINCE STATE: F4 ZIP: 214028 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Shi Zhengrong CENTRAL INDEX KEY: 0001352817 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 86 510 8534 5000 MAIL ADDRESS: STREET 1: 17-6 CHANGJIANG SOUTH ROAD, NEW DISTRICT STREET 2: SUNTECH POWER HOLDINGS CO., LTD. CITY: WUXI, JIANGSU PROVINCE STATE: F4 ZIP: NONE SC 13G/A 1 h01027sc13gza.htm SCHEDULE 13G AMENDMENT NO.1 SCHEDULE 13G AMENDMENT NO. 1


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Suntech Power Holdings Co., Ltd.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G8586G 10 2

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

TABLE OF CONTENTS


	ITEM 1(a). NAME OF ISSUER
	ITEM 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
	ITEM 2(a). NAME OF PERSON FILING
	ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE
	ITEM 2(c) CITIZENSHIP
	ITEM 2(d). TITLE OF CLASS OF SECURITIES
	ITEM 2(e). CUSIP NUMBER
	ITEM 3. Not Applicable
	ITEM 4. OWNERSHIP
	ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
	ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
	ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
	ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
	ITEM 9. NOTICE OF DISSOLUTION OF GROUP
	ITEM 10. CERTIFICATION
SIGNATURE
LIST OF EXHIBITS
EX-A Joint Filing Agreement


CUSIP No.		G8586G 10 2


1	NAMES OF REPORTING PERSONS:

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	Zhengrong Shi

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Australia

		5	SOLE VOTING POWER:

NUMBER OF			500,000 ordinary shares

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			60,900,000 ordinary shares

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			500,000 ordinary shares

WITH:		8	SHARED DISPOSITIVE POWER:

			60,900,000 ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	61,400,000 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	40.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No.		G8586G 10 2


1	NAMES OF REPORTING PERSONS:

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	D&M Technologies Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	British Virgin Islands

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			60,900,000 ordinary shares

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			60,900,000 ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	60,900,000 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	39.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO


CUSIP No.		G8586G 10 2


1	NAMES OF REPORTING PERSONS:

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	Power Surge Trust

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Singapore

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			60,900,000 ordinary shares

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			60,900,000 ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	60,900,000 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	39.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO


CUSIP No.		G8586G 10 2


1	NAMES OF REPORTING PERSONS:

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	Credit Suisse Trust Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Singapore

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			60,900,000 ordinary shares

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			60,900,000 ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	60,900,000 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	39.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO

ITEM 1(a). NAME OF ISSUER:

Suntech Power Holdings Co., Ltd. (the “Issuer”)

ITEM 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

17-6 Changjiang South Road, New District, Wuxi, Jiangsu Province 214028,
People’s Republic of China

ITEM 2(a). NAME OF PERSON FILING:

Zhengrong Shi

D&M Technologies Limited (the “Record Holder”)

Power Surge Trust (the “Trust”)

Credit Suisse Trust Limited (the “Trustee”)

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

The address of the principal business office of the Record Holder and Zhengrong Shi is 17-6 Changjiang South Road, New District, Wuxi, Jiangsu Province 214028, People’s Republic of China. The address of the Trust and the Trustee is 1 Raffles Link #05-02, Singapore 039393.

ITEM 2(c) CITIZENSHIP:

Dr. Shi is a citizen of Australia. The place of organization of the Record Holder is the British Virgin Islands. The place of organization of the Trustee is Singapore. The Trust is established under the laws of Singapore.

ITEM 2(d). TITLE OF CLASS OF SECURITIES:

Ordinary Shares

ITEM 2(e). CUSIP NUMBER:

G8586G 10 2

ITEM 3. Not Applicable

ITEM 4. OWNERSHIP:


								Shared
						Sole power		power to		Sole power to		Shared power
	Amount					to vote or		vote or to		dispose or to		to dispose or to
	beneficially		Percent			direct		direct		direct the		direct the
Reporting Person	owned:		of class:			the vote:		the vote:		disposition of:		disposition of:
Zhengrong Shi		61,400,000		40.1	%		500,000		60,900,000		500,000		60,900,000
D&M Technologies Limited		60,900,000		39.8	%		0		60,900,000		0		60,900,000
Power Surge Trust		60,900,000		39.8	%		0		60,900,000		0		60,900,000
Credit Suisse Trust Limited		60,900,000		39.8	%		0		60,900,000		0		60,900,000

Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, Dr. Shi may be deemed to be the beneficial owner of 500,000 ordinary shares of the Issuer issuable upon the exercise of vested options held by him. The Record Holder, of which Dr. Shi is the sole director, holds 60,900,000 ordinary shares of the Issuer. The Record Holder is ultimately wholly owned by the Trust, of which the Trustee acts as the trustee. Dr. Shi, the Record Holder, the Trust and the Trustee may be deemed to be a group for the ordinary shares as defined in Rule 13d-5(b) under the Securities Exchange Act of 1934, and each member of such group may be deemed to beneficially own the ordinary shares beneficially owned by other members constituting such group. The Trustee disclaims beneficial ownership of the ordinary shares. The filing of this Schedule 13G should not be deemed an admission that the Trustee is the beneficial owner of such ordinary shares for any purpose.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

Not applicable

ITEM 6. OWNERSHIP OF MORE THAN FIVE 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:

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:

Not applicable

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: February 9, 2007


Zhengrong Shi		/s/ Zhengrong Shi

	Name: Zhengrong Shi

D&M Technologies Limited	By:	/s/ Zhengrong Shi

	Name: Zhengrong Shi
	Title: Director

Power Surge Trust	Credit Suisse Trust Limited in its capacity as Trustee of the Trust

	By:	/s/ Michael Low

	Name: Michael Low
	Title: Authorized Signatory

	By:	/s/ Bee Eng Koh

	Name: Bee Eng Koh
	Title: Authorized Signatory

Credit Suisse Trust Limited	By:	/s/ Michael Low

	Name: Michael Low
	Title: Authorized Signatory

	By:	/s/ Bee Eng Koh

	Name: Bee Eng Koh
	Title: Authorized Signatory

LIST OF EXHIBITS


Exhibit No.		Description

A		Joint Filing Agreement

EX-99.A 2 h01027exv99wa.htm EX-A JOINT FILING AGREEMENT EX-A Joint Filing Agreement

EXHIBIT A
Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value $0.01 per share, of Suntech Power Holdings Co., Ltd., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 9th day of February 2007.


Zhengrong Shi		/s/ Zhengrong Shi

	Name: Zhengrong Shi

D&M Technologies Limited	By:	/s/ Zhenrong Shi

	Name: Zhengrong Shi
	Title: Director

Power Surge Trust	Credit Suisse Trust Limited in its capacity as Trustee of the Trust

	By:	/s/ Michael Low

	Name: Michael Low
	Title: Authorized Signatory

	By:	/s/ Bee Eng Koh

	Name: Bee Eng Koh
	Title: Authorized Signatory

Credit Suisse Trust Limited	By:	/s/ Michael Low

	Name: Michael Low
	Title: Authorized Signatory

	By:	/s/ Bee Eng Koh

	Name: Bee Eng Koh
	Title: Authorized Signatory

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