-----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, WVwUTtyKRSADNx8iNllT2xvk1BouZGmj7pE77fi2wKJF3MW1XOxJEgMcZhIRYaiw UWKew8UWmw6wV4j6fL2DJw== 0001213900-11-000015.txt : 20110104 0001213900-11-000015.hdr.sgml : 20110104 20110104135608 ACCESSION NUMBER: 0001213900-11-000015 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110104 DATE AS OF CHANGE: 20110104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Growth CORP CENTRAL INDEX KEY: 0001381807 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85830 FILM NUMBER: 11504724 BUSINESS ADDRESS: STREET 1: C/O STUARTS CORPORATE SERVICES STREET 2: CAYMAN FINANCIAL CENTER, P.O. BOX 2510 CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 281-488-3883 MAIL ADDRESS: STREET 1: 700 GEMINI STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Star Prince Ltd CENTRAL INDEX KEY: 0001509030 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: QUASTISKY BUILDING STREET 2: P.O. BOX 4389, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 86-750-395-9988 MAIL ADDRESS: STREET 1: QUASTISKY BUILDING STREET 2: P.O. BOX 4389, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 SC 13D 1 sc13d1210star_chinagrowth.htm SCHEDULE 13D sc13d1210star_chinagrowth.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under The Securities Exchange Act Of 1934

 
CHINA GROWTH CORPORATION
(Name of Issuer)
 
ORDINARY SHARE, $0.000128 Par Value Per Share
(Title of Class of Securities)
 
(CUSIP Number)

#10 Gangkouerlu Road, Jiangmen City
Guangdong Province, 529000
People’s Republic of China
(86) (750) 395-9988
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
December 15, 2010
(Date Of Event Which Requires Filing Of This Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box o.

*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.

 
 
 
 
 
SCHEDULE 13D
 
(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
Star Prince Limited                       

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 
(a)
o
  
 
(b)
o
  

(3) SEC USE ONLY
 
 
 
 (4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
OO   
 
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) o
 
 
 
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands                                           
 
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
 
  
(7)   SOLE VOTING POWER
 
 
  12,834,964
 
 
(8)   SHARED VOTING POWER
 
 
  0
 
 
(9)   SOLE DISPOSITIVE POWER
 
 
  12,834,964
 
 
(10) SHARED DISPOSITIVE POWER
 
 
  0
 
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,834,964

(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
 
 
 
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
47.62%                 
 
(14) TYPE OF REPORTING PERSON
 
CO
 
 
2
 
 
ITEM 1. SECURITY AND ISSUER.
 
The security upon which this report is related to is the ordinary share, par value $0.000128 per share (the “Ordinary Share”), of China Growth Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Issuer”), with its principal place of business located at #10 Gangkouerlu Road, Jiangmen City, Guangdong Province, 529000, People’s Republic of China. Its telephone number is (86) (750) 395-9988.
 
ITEM 2. IDENTITY AND BACKGROUND.
 
The name of the person filing this statement is Star Prince Limited, a British Virgin Island corporation, which is hereinafter sometimes referred to as the “Reporting Person.” The principal executive office of the Reporting Person is located at Quastisky Building, PO Box 4389, Road Town, Tortola, British Virgin Islands.

During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  In addition, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years which would make it subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Star Prince Limited is a company incorporated under the laws of British Virgin Islands,

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
 
On December 15, 2010, the Reporting Person entered into an share exchange agreement with the Issuer (the “Share Exchange Agreement”), Wealth Environmental Protection Group, Inc., and shareholders of Wealth Environmental Protection  Group, Inc. (“Wealth Environmental Protection”), pursuant to which the Reporting Person transferred a total of 7,000 shares of Wealth Environmental Protection to the Issuer at par value U.S. $1.00 per share, representing all of the issued and outstanding shares of Wealth Environmental Protection held by the Reporting Person as of the date thereof, in exchange for 12,834,964 Ordinary Shares issued by the Issuer (the “Share Exchange”).
 
ITEM 4. PURPOSE OF TRANSACTION.
 
The Reporting Person acquired the 12,834,964 Ordinary Shares (the “Shares”) in connection with the Share Exchange. The Reporting Person holds the Shares for investment purpose.
 
Consistent with their investment intent, the Reporting Person may engage in communications with, without limitation, one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer regarding the Issuer, including but not limited to its operations and capital structure.  Although the acquisition of the Shares is for investment purposes, the Reporting Person may have engaged in, and may continue to pursue, either alone or with others, discussions with management or directors of the issuer regarding alternatives to protect, grow and ultimately realize long-term value for shareholders.  Furthermore, consistent with its investment research methods and evaluation criter ia, the Reporting Person may discuss such other alternatives as the Reporting Person deem appropriate with other shareholders, industry analysts, investment and financing professionals or any other third parties.

 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
 
(a) As of the date hereof, the Reporting Person holds a total of 12,834,964 Ordinary Shares, representing 47.62% of the total issued and outstanding Ordinary Shares of the Issuer.
  
(b) The Reporting Person holds the sole voting and dispositive power over the 12,834,964 Ordinary Shares issued to the Reporting Person by the Issuer.

(c)  The Reporting person did not purchase any Ordinary Shares from the Issuer during the last 60 days other than discussed herein.
 
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
 
On December 15, 2010, the Reporting Person entered into a lock up agreement (the “Lock-Up Agreement”) with the Issuer, pursuant to which, the Reporting Person will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any of the Shares for a period of 18 months following the closing of the Share Exchange, unless otherwise provided in the Lock-Up Agreement.
 
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
 
Exhibit 7.1 Share Exchange Agreement, dated December 15, 2010 (Incorporated by reference to exhibit 10.1 of the Current Report on Form 8-K that we filed on December 21, 2010);

Exhibit 7.2 Lock-Up Agreement, dated December 15, 2010 (Incorporated by reference to exhibit 10.5 of the Current Report on Form 8-K that we filed on December 21, 2010).
 
 
3
 
 
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: January 4, 2011 

By:
    /s/ Mingzhuo Tan                                                                                    &# 160;            
 
    Mingzhuo Tan
    Star Prince Limited
 
    President
 
 
 

4
 -----END PRIVACY-ENHANCED MESSAGE-----