Schedule 13G Amendment

-----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, J8D5pgkHVcYeYxz4fc/eQmJkubE0OZHbUsbOdaoNo6xDn5tQQuUzxH9VVoLDpKzV 22CKGZjzbUNS7EtWJbg+aQ== 0001193125-09-021840.txt : 20090209 0001193125-09-021840.hdr.sgml : 20090209 20090209062349 ACCESSION NUMBER: 0001193125-09-021840 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090209 DATE AS OF CHANGE: 20090209 GROUP MEMBERS: JIANQUI YU 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83713 FILM NUMBER: 09578850 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: Gemino Success LTD CENTRAL INDEX KEY: 0001426227 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: RM. 908, CHINA MERCHANTS TOWER STREET 2: 168-200 CONNAUGHT ROAD CENTRAL CITY: SHEUNG WAN STATE: K3 ZIP: 00000 BUSINESS PHONE: 852 2587 7212 MAIL ADDRESS: STREET 1: RM. 908, CHINA MERCHANTS TOWER STREET 2: 168-200 CONNAUGHT ROAD CENTRAL CITY: SHEUNG WAN STATE: K3 ZIP: 00000 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT Schedule 13G Amendment


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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)*

Gushan Environmental Energy Limited

(Name of Issuer)

Ordinary Shares, par value HK$0.00001 each

(Title of Class of Securities)

40330W 106

(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 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): Gemino Success 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: 63,996,218
		6 SHARED VOTING POWER: 0
		7 SOLE DISPOSITIVE POWER: 63,996,218
		8 SHARED DISPOSITIVE POWER: 0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 63,996,218 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): 38.4%
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): Jianqiu Yu
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: Hong Kong


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER: 63,996,218
		6 SHARED VOTING POWER: 0
		7 SOLE DISPOSITIVE POWER: 63,996,218
		8 SHARED DISPOSITIVE POWER: 0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 63,996,218 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): 38.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

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:

Gemino Success Limited

Jianqiu Yu

(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 each of Gemino Success Limited and Jianqiu Yu is c/o Carling Technology Limited, Room 908, China Merchants Tower, 168-200 Connaught Road Central, Sheung Wan, Hong Kong

ITEM 2

(c)

CITIZENSHIP:

Gemino Success Limited: British Virgin Islands

Jianqiu Yu: Hong Kong

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:

Gemino Success Limited

63,996,218

ordinary

38.4

63,996,218

ordinary

63,996,218

ordinary

Jianqiu Yu

63,996,218

ordinary

38.4

63,996,218

ordinary

63,996,218

ordinary

Gemino Success Limited, a British Virgin Islands company, is the record owner of 63,996,218 ordinary shares of the Issuer. Mr. Jianqiu Yu is the sole shareholder of Gemino Success Limited. 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.



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 9, 2009


Gemino Success Limited	By:	/s/ Jianqiu Yu
	Name:	Jianqiu Yu
	Title:	Sole director and sole shareholder

Jianqiu Yu		/s/ Jianqiu Yu
		Jianqiu Yu

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 9th day of February 2009.


Gemino Success Limited	By:	/s/ Jianqiu Yu
	Name:	Jianqiu Yu
	Title:	Sole director and sole shareholder

Jianqiu Yu	/s/ Jianqiu Yu
	Jianqiu Yu

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