Schedule 13G

-----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, BOgUFNPa+yN4zEj7n32ZXuKOJ4NQoQViK+6CbjHbQ4mszUUIscjQNiJD9RD73WTg iduT4PdoLmr5yqQdBujbBw== 0001193125-08-030946.txt : 20080214 0001193125-08-030946.hdr.sgml : 20080214 20080214130325 ACCESSION NUMBER: 0001193125-08-030946 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: GOLDCREST DEVELOPMENT LIMITED GROUP MEMBERS: SHUI ON CONSTRUCTION AND MATERIALS LIMITED GROUP MEMBERS: THE YANGTZE VENTURES II LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Gushan Environmental Energy LTD CENTRAL INDEX KEY: 0001419723 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83713 FILM NUMBER: 08612027 BUSINESS ADDRESS: STREET 1: NO. 37 GOLDEN POND ROAD STREET 2: GOLDEN MOUNTAIN INDUSTRIAL DISTRICT CITY: FUZHOU, FUJIAN PROVINCE STATE: F4 ZIP: 00000 BUSINESS PHONE: 852 2587 7212 MAIL ADDRESS: STREET 1: ROOM 908, CHINA MERCHANTS TOWER STREET 2: 168-200 CONNAUGHT ROAD CENTRAL CITY: SHEUNG WAN STATE: K3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ideanew Profits LTD CENTRAL INDEX KEY: 0001426213 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O YANGTZE CAPITAL MANAGEMENT LIMITED STREET 2: STE 1310 JARDINE HOUSE, 1 CONNAUGHT PLC. CITY: CENTRAL STATE: K3 ZIP: 00000 BUSINESS PHONE: 852 2522 8512 MAIL ADDRESS: STREET 1: C/O YANGTZE CAPITAL MANAGEMENT LIMITED STREET 2: STE 1310 JARDINE HOUSE, 1 CONNAUGHT PLC. CITY: CENTRAL STATE: K3 ZIP: 00000 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G


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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. )*

Gushan Environmental Energy Limited

(Name of Issuer)

Ordinary Shares, par value HK$0.00001 each

(Title of Class of Securities)

40330W 106

(CUSIP Number)

Initial Public Offering – December 24, 2007

(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)

xRule 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).

CUSIP No. 40330W 106


1		NAMES OF REPORTING PERSONS: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Ideanew Profits Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (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: 8,732,184
		6 SHARED VOTING POWER: 0
		7 SOLE DISPOSITIVE POWER: 8,732,184
		8 SHARED DISPOSITIVE POWER: 0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,732,184 ordinary shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO

CUSIP No. 40330W 106


1		NAMES OF REPORTING PERSONS: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): The Yangtze Ventures II Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) x
3		SEC USE ONLY:
4		CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER: 0
		6 SHARED VOTING POWER: 8,732,184
		7 SOLE DISPOSITIVE POWER: 0
		8 SHARED DISPOSITIVE POWER: 8,732,184


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,732,184 ordinary shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO

CUSIP No. 40330W 106


1		NAMES OF REPORTING PERSONS: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Goldcrest Development Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (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: 0
		6 SHARED VOTING POWER: 8,732,184
		7 SOLE DISPOSITIVE POWER: 0
		8 SHARED DISPOSITIVE POWER: 8,732,184


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,732,184 ordinary shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO

CUSIP No. 40330W 106


1		NAMES OF REPORTING PERSONS: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Shui On Construction and Materials Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) x
3		SEC USE ONLY:
4		CITIZENSHIP OR PLACE OF ORGANIZATION: Bermuda


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER: 0
		6 SHARED VOTING POWER: 8,732,184
		7 SOLE DISPOSITIVE POWER: 0
		8 SHARED DISPOSITIVE POWER: 8,732,184


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,732,184 ordinary shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO

ITEM 1

(a).

NAME OF ISSUER:

Gushan Environmental Energy Limited (the “Issuer”)

ITEM 1

(b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

No. 37, Golden Pond Road, Golden Mountain Industrial District

Fuzhou City, Fujian Province, People’s Republic of China

ITEM 2

(a).

NAME OF PERSON FILING:

Ideanew Profits Limited (“Ideanew”)

The Yangtze Ventures II Limited (“Yangtze”)

Goldcrest Development Limited (“Goldcrest”)

Shui On Construction and Materials Limited (“Shui On”)

(each a “Reporting Person” and collectively, the “Reporting Persons”). See Exhibit A.

ITEM 2

(b).

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

The address of the registered office of Ideanew is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands

The address of the registered office of Yangtze is Scotia Centre, 4^th Floor, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands

The address of the registered office of Goldcrest is Commence Chambers, P.O. Box 2208, Road Town, Tortola, British Virgin Islands

The address of the principal business office of Shui On is 34^th Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong

ITEM 2

(c).

CITIZENSHIP:

Ideanew: British Virgin Islands

Yangtze: Cayman Islands

Goldcrest: British Virgin Islands

Shui On: Bermuda

ITEM 2

(d).

TITLE OF CLASS OF SECURITIES:

Ordinary Shares

ITEM 2

(e).

CUSIP NUMBER:

40330W 106

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:

Ideanew

8,732,184

ordinary
shares

5.2%

8,732,184

ordinary
shares

8,732,184

ordinary
shares

Yangtze

8,732,184

ordinary
shares

5.2%

8,732,184

ordinary
shares

8,732,184

ordinary
shares

Goldcrest

8,732,184

ordinary
shares

5.2%

8,732,184

ordinary
shares

8,732,184

ordinary
shares

Shui On

8,732,184

ordinary
shares

5.2%

8,732,184

ordinary
shares

8,732,184

ordinary
shares

Ideanew is the record owner of 8,732,184 ordinary shares of the Issuer. Yangtze is the controlling shareholder of Ideanew. Goldcrest is the controlling shareholder of Yangtze. Shui On, whose shares are listed on the Hong Kong Stock Exchange, is the sole shareholder of Goldcrest. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of Yangtze, Goldcrest and Shui On may be deemed to beneficially own all of the shares held by Ideanew.

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

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 14, 2008


Ideanew Profits Limited	By:	/s/ Wong Yuet Leung, Frankie
	Name:	Wong Yuet Leung, Frankie
	Title:	Director

The Yangtze Ventures II Limited	By:	/s/ Wong Yuet Leung, Frankie
	Name:	Wong Yuet Leung, Frankie
	Title:	Director

Goldcrest Development Limited	By:	/s/ Wong Yuet Leung, Frankie
	Name:	Wong Yuet Leung, Frankie
	Title:	Director

Shui On Construction and Materials Limited	By:	/s/ Wong Yuet Leung, Frankie
	Name:	Wong Yuet Leung, Frankie
	Title:	Chief Executive Officer

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 HK$0.00001 per share, of Gushan Environmental Energy Limited, 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.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 14^th day of February 2008.


Ideanew Profits Limited	By:	/s/ Wong Yuet Leung, Frankie
	Name:	Wong Yuet Leung, Frankie
	Title:	Director

The Yangtze Ventures II Limited	By:	/s/ Wong Yuet Leung, Frankie
	Name:	Wong Yuet Leung, Frankie
	Title:	Director

Goldcrest Development Limited	By:	/s/ Wong Yuet Leung, Frankie
	Name:	Wong Yuet Leung, Frankie
	Title:	Director

Shui On Construction and Materials Limited	By:	/s/ Wong Yuet Leung, Frankie
	Name:	Wong Yuet Leung, Frankie
	Title:	Chief Executive Officer

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