Schedule 13G Amendment No. 1

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H6rnj3VMkhl+f3Fr/87YLdmib5XRZ9kanr82tBcKBErjeb1y/YXLRfAIfXyVkkWw xSUQ6Hml0k732eSotlpwWA== 0001193125-09-028070.txt : 20090213 0001193125-09-028070.hdr.sgml : 20090213 20090213064710 ACCESSION NUMBER: 0001193125-09-028070 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090213 DATE AS OF CHANGE: 20090213 GROUP MEMBERS: TINGXIU LU SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Sunergy Co., Ltd. CENTRAL INDEX KEY: 0001396247 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83721 FILM NUMBER: 09597659 BUSINESS ADDRESS: STREET 1: NO.123 FOCHENG WEST ROAD CITY: NANJING STATE: F4 ZIP: 211100 BUSINESS PHONE: (8625)5276 6890 MAIL ADDRESS: STREET 1: NO.123 FOCHENG WEST ROAD CITY: NANJING STATE: F4 ZIP: 211100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Elite Shine Group LTD CENTRAL INDEX KEY: 0001425881 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: NO. 123 FOCHENG WEST ROAD CITY: NANJING STATE: F4 ZIP: 211100 BUSINESS PHONE: (86 25) 5276 6696 MAIL ADDRESS: STREET 1: NO. 123 FOCHENG WEST ROAD CITY: NANJING STATE: F4 ZIP: 211100 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES

13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)*

China Sunergy Co., Ltd.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G84381 105

(CUSIP Number)

December 31, 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)

¨ Rule 13d-1(c)

x 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 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).

(Continued on following pages)


CUSIP NO. G84381 105		Schedule 13 G


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Elite Shine Group Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 39,184,200 ordinary shares
		6 SHARED VOTING POWER 0
		7 SOLE DISPOSITIVE POWER 39,184,200 ordinary shares
		8 SHARED DISPOSITIVE POWER 0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,184,200 ordinary shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.6%⁽¹⁾
12	TYPE OF REPORTING PERSON* CO

(1)	based on the 267,766,443 ordinary shares outstanding as of December 31, 2008.


CUSIP NO. G84381 105		Schedule 13 G


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Tingxiu Lu
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 39,184,200 ordinary shares
		6 SHARED VOTING POWER
		7 SOLE DISPOSITIVE POWER 39,184,200 ordinary shares
		8 SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,184,200 ordinary shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.6%⁽¹⁾
12	TYPE OF REPORTING PERSON* IN

(1)	based on the 267,766,443 ordinary shares outstanding as of December 31, 2008.

PRELIMINARY NOTE This Amendment No. 1 to Schedule 13G modifies and supplements the Schedule 13G initially filed on February 13, 2008 (the “Statement”), with respect to the Ordinary Shares, par value $0.0001 per share, of China Sunergy Co., Ltd., a Cayman Islands company (the “Company”). Except to the extent supplemented by the information contained in this Amendment No. 1, the Statement, as amended as provided herein, remains in full force and effect.

ITEM 1

(a).

NAME OF ISSUER:

China Sunergy Co., Ltd. (the “Issuer”)

ITEM 1

(b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

No. 123 Focheng West Road, Jiangning Economic & Technical Development

Zone, Nanjing, Jiangsu 211100, People’s Republic of China.

ITEM 2

(a).

NAME OF PERSON FILING:

Elite Shine Group Limited

Mr. Tingxiu Lu

ITEM 2

(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

The registered address of Elite Shine Group Limited is P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola, British Virgin Islands.

The address of Mr. Tingxiu Lu is No. 123 Focheng West Road, Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu 211100, People’s Republic of China.

ITEM 2

(c).

CITIZENSHIP:

The place of organization of Elite Shine Group Limited is British Virgin Islands.

Mr. Tingxiu Lu is a citizen of the People’s Republic of China..

ITEM 2

(d).

TITLE OF CLASS OF SECURITIES:

Ordinary Shares, $0.0001 par value

ITEM 2

(e).

CUSIP NUMBER:

G84381 105

ITEM 3.

Not Applicable


ITEM 4.		OWNERSHIP:

Reporting person

Amount
beneficially
owned:

Percent
of class:

Sole power to
vote or direct
the vote:

Shared power to
vote or to direct
the vote:

Sole power
to dispose or
to direct the
disposition of:

Shared
power to
dispose or to
direct the
disposition of:

Elite Shine Group Limited

39,184,200
ordinary
shares

14.6

39,184,200
ordinary
shares

Mr. Tingxiu Lu

39,184,200
ordinary
shares

14.6

39,184,200
ordinary
shares



		As of December 31, 2008, Elite Shine Group Limited, a British Virgin Islands company, is the beneficial owner of 39,184,200 ordinary shares of China Sunergy Co., Ltd. Mr. Tingxiu Lu is the sole shareholder of Elite Shine Group Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Mr. Tingxiu Lu may be deemed to beneficially own all of the shares held by Elite Shine Group Limited.

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 13, 2009


Elite Shine Group Limited	By:	/s/ Tingxiu Lu
	Name:	Tingxiu Lu
	Title:	Director

Tingxiu Lu		/s/ Tingxiu Lu
		Tingxiu Lu

LIST OF EXHIBITS


Exhibit No.		Description
A		Joint Filing Agreement

EX-99.A 2 dex99a.htm JOINT FILING AGREEMENT 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 $0.0001 per share, of China Sunergy 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 13^th day of February 2009.


Elite Shine Group Limited	By:	/s/ Tingxiu Lu
	Name:	Tingxiu Lu
	Title:	Director

Tingxiu Lu		/s/ Tingxiu Lu
		Tingxiu Lu

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