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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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. |
G84383101 |
1 | NAMES OF REPORTING PERSONS Defu Dong |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Peoples Republic of China | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 249,250,000 ordinary shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
249,250,000 ordinary shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
249,250,000 ordinary shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
38.3% | |||||
12 | TYPE OF REPORTING PERSON | ||||
IN |
2
CUSIP No. |
G84383101 |
1 | NAMES OF REPORTING PERSONS Oasis Land Limited |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
British Virgin Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 165,750,000 ordinary shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
165,750,000 ordinary shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
165,750,000 ordinary shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
25.5% | |||||
12 | TYPE OF REPORTING PERSON | ||||
CO |
3
CUSIP No. |
G84383101 |
1 | NAMES OF REPORTING PERSONS Dongs Family Trust |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Cayman Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 165,750,000 ordinary shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
165,750,000 ordinary shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
165,750,000 ordinary shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
25.5% | |||||
12 | TYPE OF REPORTING PERSON | ||||
OO |
4
CUSIP No. |
G84383101 |
1 | NAMES OF REPORTING PERSONS HSBC International Trustee Limited (as trustee for Dongs Family Trust and other trusts which ultimately own ordinary shares of the Issuer) |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
British Virgin Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 321,706,475 ordinary shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
321,706,475 ordinary shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
321,706,475 ordinary shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
49.5% | |||||
12 | TYPE OF REPORTING PERSON | ||||
CO |
5
6
Shared power | Sole power to | Shared power | ||||||||||||||||||||||
Amount | Sole power to | to vote or to | dispose or to | to dispose or | ||||||||||||||||||||
beneficially | Percent of | vote or direct | direct | direct the | to direct the | |||||||||||||||||||
Reporting Person | owned: | class: | the vote: | the vote: | disposition of: | disposition of: | ||||||||||||||||||
Defu Dong |
249,250,000 | 38.3 | % | 0 | 249,250,000 | 0 | 249,250,000 | |||||||||||||||||
Oasis Land Limited |
165,750,000 | 25.5 | % | 0 | 165,750,000 | 0 | 165,750,000 | |||||||||||||||||
Dongs Family Trust |
165,750,000 | 25.5 | % | 0 | 165,750,000 | 0 | 165,750,000 | |||||||||||||||||
HSBC International
Trustee Limited (as
trustee for Dongs
Family Trust and
other trusts which
ultimately own
ordinary shares of
the Issuer) |
321,706,475 | 49.5 | % | 0 | 321,706,475 | 0 | 321,706,475 |
7
ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
8
Defu Dong | /s/ Defu Dong | |||||
Defu Dong | ||||||
Oasis Land Limited | By: | /s/ Defu Dong | ||||
Name: | Defu Dong | |||||
Title: | Director | |||||
Dongs Family Trust | For and on behalf of | |||||
HSBC International Trustee Limited, as trustee | ||||||
for Dongs Family Trust | ||||||
By: | /s/ Andrew T. Chan /s/ Danny W. K. Tsui | |||||
Name: | Andrew T. Chan, Danny W. K. Tsui | |||||
Title: | Director, Associate Director | |||||
HSBC International Trustee Limited | For and on behalf of | |||||
HSBC International Trustee Limited | ||||||
By: | /s/ Andrew T. Chan /s/ Danny W. K. Tsui | |||||
Name: | Andrew T. Chan, Danny W. K. Tsui | |||||
Title: | Director, Associate Director |
9
Exhibit No. | Description | |||
99.1 | Joint Filing Agreement |
10