SC 13G 1 v173623_sc13g.htm Unassociated Document
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 RULE 13d-2(b)

(Amendment No. __)*

GSME ACQUISITION PARTNERS I
(Name of Issuer)
 
Ordinary Shares, $0.001 par value
(Title of Class of Securities)
 
G4161R 100
(CUSIP Number)
 
December 31, 2009
(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)
S           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 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 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.  G4161R 100
13G
Page 2 of 7 Pages
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Jing Dong Gao
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)    (a)£
(b)£
 
 
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
 
1,044,000 Shares
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,044,000 Shares
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,044,000 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)
 
21.8%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
* See instructions before filling out.
 

 
CUSIP No.  G4161R 100
13G
Page 3 of 7 Pages
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
MCK Capital Co., Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)    (a)£
(b)£
 
 
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
 
1,044,000 Shares
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,044,000 Shares
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,044,000 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)
 
21.8%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
* See instructions before filling out.
 

 
CUSIP No.  G4161R 100
13G
Page 4 of 7 Pages
 
Item 1(a). Name of Issuer:
 
GSME Acquisition Partners I (“Issuer”)
 
Item 1(b.)
Address of Issuer’s Principal Executive Offices:
 
762 West Beijing Road, Shanghai, China 200041
 
Item 2(a).  Name of Persons Filing:
 
Jing Dong Gao (“Gao”)
 
MCK Capital Co., Limited (“MCK”)
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
The principal business address of each of Gao and MCK is 762 West Beijing Road, Shanghai, China 200041
 
Item 2(c). Citizenship:
 
Gao is a citizen of the People’s Republic of China
 
MCK is a Hong Kong company
 
Item 2(d).
Title of Class of Securities:
 
Ordinary Shares, par value $.001 per share
 
Item 2(e).
CUSIP Number:
 
G4161R 100
 
Item 3.
If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
 
(a)
£
Broker or dealer registered under Section 15 of the Exchange Act;
 
 
(b)
£
Bank as defined in Section 3(a)(6) of the Exchange Act;
 
 
(c)
£
Insurance company as defined in Section 3(a)(19) of the Exchange Act;
 
 
(d)
£
Investment company registered under Section 8 of the Investment Company Act;
 
 
(e)
£
An investment adviser in accordance with Rule 13d-1(b)(ii)(E);
 
 
(f)
£
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
 
(g)
£
A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G)
 
 
(h)
£
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
 
(i)
£
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
 
(j)
£
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 

 
CUSIP No.  G4161R 100
13G
Page 5 of 7 Pages
 
Item 4. Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount beneficially owned:
 
Each of Gao and MCK beneficially owns 1,044,000 ordinary shares of the Issuer.  All of such shares are held by MCK.  MCK is wholly owned by Shanghai Jimei Investment Company, Limited, an entity which is wholly owned by Gao.  This amount does not include 3,192,000 ordinary shares issuable upon exercise of insider warrants held by Gao, none of which are exercisable and will not become exercisable within 60 days.
 
 
(b)
Percent of Class:
 
Each of Gao and MCK beneficially owns 21.8%
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote:
 
Gao and MCK: 1,044,000 ordinary shares
 
 
(ii)
Shared power to vote or to direct the vote:
 
0 ordinary shares
 
 
(iii)
Sole power to dispose or to direct the disposition of:
 
Gao and MCK: 1,044,000 ordinary shares
 
 
(iv)
Shared power to dispose or to direct the disposition of:
 
0 ordinary shares
 
Instruction:  For computations regarding securities which represent a right to acquire an underlying security see Rule 13d-3(d)(1).
 
Item 5.   Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  £
 
Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
 
None.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
None.
 
Item 8.   Identification and Classification of Members of the Group.
 
None.
 

 
CUSIP No.  G4161R 100
13G
Page 6 of 7 Pages
 
Item 9.  Notice of Dissolution of Group.
 
None.
 
Item 10.  Certifications.
 
None.
 

 
CUSIP No.  G4161R 100
13G
Page 7 of 7 Pages
 
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, 2010
 
 
 
/s/ Jing Dong Gao  
    Jing Dong Gao  
       
    MCK CAPITAL CO., LIMITED  
 
 
By:
/s/ Jing Dong Gao  
    Jing Dong Gao