-----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, MHiVbTEdQCio1PclW4L45TsIzKEuk9qEmOcctXJeA36QdX8Q/OpgxZAeR5lNx+W3 ngxieEkzOSpZt8iZWfkqfw== 0001213900-10-004128.txt : 20101012 0001213900-10-004128.hdr.sgml : 20101011 20101012121943 ACCESSION NUMBER: 0001213900-10-004128 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101012 DATE AS OF CHANGE: 20101012 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Keyuan Petrochemicals, Inc. CENTRAL INDEX KEY: 0001326396 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 450538522 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82275 FILM NUMBER: 101118309 BUSINESS ADDRESS: STREET 1: QINGSHI INDUSTRIAL PARK, NINGBO ECONOMIC STREET 2: & TECHNOLOGICAL DEVELOPMENT ZONE CITY: NINGBO, ZHEJIANG PROVINCE STATE: F4 ZIP: 315803 BUSINESS PHONE: (86) 574-8623-2955 MAIL ADDRESS: STREET 1: QINGSHI INDUSTRIAL PARK, NINGBO ECONOMIC STREET 2: & TECHNOLOGICAL DEVELOPMENT ZONE CITY: NINGBO, ZHEJIANG PROVINCE STATE: F4 ZIP: 315803 FORMER COMPANY: FORMER CONFORMED NAME: Silver Pearl Enterprises, Inc. DATE OF NAME CHANGE: 20050506 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Dragon State International Ltd CENTRAL INDEX KEY: 0001503263 IRS NUMBER: 000000000 STATE OF INCORPORATION: K3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O LEI XU, PRAX CAPITAL, SUITE 1701 STREET 2: SHUI ON PLAZA, 333 HUAI HAI ZHONG ROAD CITY: SHANGHAI STATE: F4 ZIP: 00000 BUSINESS PHONE: 86 21 6385 0606 MAIL ADDRESS: STREET 1: C/O LEI XU, PRAX CAPITAL, SUITE 1701 STREET 2: SHUI ON PLAZA, 333 HUAI HAI ZHONG ROAD CITY: SHANGHAI STATE: F4 ZIP: 00000 SC 13G 1 sc13g1010dragon_keyuan.htm SCHEDULE 13G sc13g1010dragon_keyuan.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)

 
KEYUAN PETROCHEMICALS, INC 

(Name of Issuer)
 
COMMON STOCK

(Title of Class of Securities)

 493722102

(CUSIP Number)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ   Rule 13d-1(c)
o   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).

 
1

 

1.    NAMES OF REPORTING PERSON
                S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

  Dragon State International Limited

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

3.    SEC USE ONLY
 

4.    CITIZENSHIP OR PLACE OF ORGANIZATION
HONG KONG
 

5.   SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 5,078,866
 

6.   SHARED VOTING POWER –  0


7.   SOLE DISPOSITIVE POWER – 5,078,866


8.   SHARED DISPOSITIVE POWER – 0
 

9.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 5,078,866


10.    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   o
 
 

11.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
 

12.    TYPE OF REPORTING PERSON
 CO
 
 
 
ITEM 1 (a) NAME OF ISSUER:
KEYUAN PETROCHEMICALS, INC.

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

Qingshi Industrial Park, Ningbo Economic & Technological Development Zone, Ningbo, Zhejiang Province
P.R. China 315803
 
 
2

 
 
ITEM 2 (a) NAME OF PERSON FILING:
Dragon State International Limited

ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Suite 1701, Shui On Plaza, Huai Hai Zhong Road, Shanghai 200021, China.

ITEM 2 (c) CITIZENSHIP:
Hong Kong

ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
This statement relates to the common stock, par value $0.001 per share, of the Issuer.

ITEM 2 (e) CUSIP NUMBER:
493722102

ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

(a)
 o
Broker or dealer registered under Section 15 of the Exchange Act.
(b)
 o
Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)
 o
Insurance Company defined in Section 3(a)(19) of the Exchange Act.
(d)
 o
Investment Company registered under Section 8 of the Investment Company Act.
(e)
 o
An Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(f)
 o
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(ii)(F)
(g)
 o
A parent holding company or control person in accordance Rule 13d-1(b)(1)(ii)(G)
(h)
 o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i)
 o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)
 o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

Not applicable

ITEM 4 OWNERSHIP

         (a) AMOUNT BENEFICIALLY OWNED: 5,078,866

         (b) PERCENT OF CLASS: 9.99%

         (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

                (i)   SOLE POWER TO VOTE OR DIRECT THE VOTE
                               
5,078,866

               (ii)  SHARED POWER TO VOTE OR DIRECT THE VOTE

                                 0

               (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

                             5,078,866

               (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

                                0
 
 
3

 
 
See Item 5-9 and Item 11 on cover page and Item 4 herein, which information is given as of September 28, 2010 and is based on 3,181,504 shares of common stock outstanding and 47,658 shares of Series M preferred stock outstanding as the date of September 28, 2010, which vote on an as converted basis with the common stock and is convertible into 47,658,000 shares of common stock upon the Company’s shareholders approving an increase in authorized common stock to at least 100,000,000 shares. In addition, pursuant to the relative rights and preferences of the Series B preferred stock, the numbers of common stock to be issued upon conversion of the Series B preferred stock cannot  exceed 9.99% of the then issued and outstanding shares of common stock outstanding at such time. Therefore, although the Reporting Person owns 5,333,340 shares of Series B preferred stock, due to this ownership cap, is deemed to beneficially own only the shares set forth herein.

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 A GROUP

Not applicable

ITEM 9   NOTICE OF DISSOLUTION OF GROUP

Not applicable

ITEM 10. CERTIFICATION.
 
By signing below I certify that, to the best of my knowledge and belief,  the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing  or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect
 
 
4

 
 
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.

                                                                                               
 
 (Date) October 6, 2010
   
 
 /s/ Lei Xu                                                
      Lei Xu
     Partner of Dragon State International Limited
 
 
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