China Sunergy Co., Ltd.
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(Name of Issuer)
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Ordinary Shares, par value $0.0001 per share
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American Depositary Shares, each representing six Ordinary Shares
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(Title of Class of Securities)
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G84381 105
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(CUSIP Number)
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Mr. Tingxiu Lu
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No. 123 Focheng West Road, Jiangning Economic & Technical Development Zone
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Nanjing, Jiangsu 211100, People’s Republic of China
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(86-25) 5276 6666
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(Name, Address and Telephone Number of Person Authorized to
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Receive Notices and Communications)
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September 19, 2011
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(Date of Event Which Requires Filing of this Statement)
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CUSIP NO. G84381 105
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Schedule 13 D
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1
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NAME OF REPORTING PERSON
Elite Shine Group Limited I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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||
(a) ¨
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(b) ¨
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||
3
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SEC USE ONLY
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||
4
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SOURCE OF FUNDS
PF
|
||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) x
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
74,403,246 ordinary shares (1)
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8
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SHARED VOTING POWER
0 |
|
9
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SOLE DISPOSITIVE POWER
74,403,246 ordinary shares (1) |
|
10
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SHARED DISPOSITIVE POWER
0 |
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 74,403,246 ordinary shares (1) |
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES ¨* |
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.8%(2) |
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14
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TYPE OF REPORTING PERSON*
|
CO
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CUSIP NO. G84381 105
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Schedule 13 D
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1
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NAME OF REPORTING PERSON
Tingxiu Lu
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
(a) ¨
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(b) ¨
|
||
3
|
SEC USE ONLY
|
||
4
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SOURCE OF FUNDS
PF
|
||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) x
|
||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
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||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
74,403,246 ordinary shares (1)
|
8
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SHARED VOTING POWER
0 |
|
9
|
SOLE DISPOSITIVE POWER
74,403,246 ordinary shares (1) |
|
10
|
SHARED DISPOSITIVE POWER
0 |
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 74,403,246 ordinary shares (1) |
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES ¨*
|
¨
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.8%(2) |
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14
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TYPE OF REPORTING PERSON*
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IN
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CUSIP NO. G84381 105
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Schedule 13 D
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(a)
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This Schedule 13D is being filed jointly by Elite Shine Group Limited and Mr. Tingxiu Lu (collectively, the “Reporting Persons”).
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(b)
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Elite Shine Group Limited is a British Virgin Islands company wholly owned by Mr. Tingxiu Lu. Its registered address is P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola, British Virgin Islands.
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Mr. Tingxiu Lu is a citizen of the People’s Republic of China. His residence address is No. 123 Focheng West Road, Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu 211100, People’s Republic of China.
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(c)
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Mr. Tingxiu Lu is the sole director of Elite Shine Group Limited. His principal business is to serve as the chairman of the Issuer.
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(d)
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During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
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(e)
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The ownership of 5,000,000 American Depository Shares (“ADSs”) representing 30,000,000 ordinary shares of China Sunergy Co., Ltd. held by Elite Shine Group Limited and Mr. Tingxiu Lu was the subject of a settlement agreement approved by court order on November 30, 2010. As noted in previous filings, the ADSs had been the subject of a turnover order entered by the United States District Court for the Southern District of Ohio (the “Court”) on September 30, 2009 in case number 08-cv-0667, Securities and Exchange Comm’n v. One Equity Corp., et al., which caused the ADSs to become part of a receivership estate managed by a Court-appointed receiver (“Receiver”). As part of a settlement agreement, however, the Receiver agreed to return the ADSs to Elite Shine Group Limited and Mr. Tingxiu Lu, pending Court approval. On November 30, 2010, the Court issued the Order on Motion by Court Appointed Receiver, Frederick L. Ransier, for Order Authorizing and Approving Compromise, thereby approving the settlement agreement between the Receiver and Elite Shine Group Limited. Thereafter, the Receiver returned the ADSs to Elite Shine Group Limited and Mr. Tingxiu Lu. As of the date of this filing, Elite Shine Group Limited and Mr. Tingxiu Lu possess the ADSs. The Receiver has disclaimed any interest in or claim to the ADSs, and Elite Shine Group Limited and Mr. Tingxiu Lu hold the ADSs free and clear of any encumbrance or claim.
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(f)
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Elite Shine Group Limited is a British Virgin Islands company.
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Mr. Tingxiu Lu is a citizen of the People’s Republic of China.
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CUSIP NO. G84381 105
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Schedule 13 D
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(a)–(b)
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Elite Shine Group Limited is the beneficial owner of 74,403,246 Ordinary Shares (including 5,000,000 ADSs representing 30,000,000 Ordinary Shares held by Elite Shine Group Limited, and 2,320,541 ADSs representing 13,923,246 Ordinary Shares which will be transferred by Mr. Tingxiu Lu to Elite Shine Group Limited after all the Purchased Shares are settled in his account) of China Sunergy Co., Ltd. Mr. Tingxiu Lu is the sole shareholder of Elite Shine Group Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Mr. Tingxiu Lu may be deemed to beneficially own all of the shares held by Elite Shine Group Limited.
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CUSIP NO. G84381 105
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Schedule 13 D
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Reporting person
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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:
|
||||||||||
Elite Shine Group Limited
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74,403,246(1) ordinary shares
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27.8 | % |
74,403,246(1) ordinary shares
|
0 |
74,403,246(1) ordinary shares
|
0 | |||||||||
Mr. Tingxiu Lu
|
74,403,246(1) ordinary shares
|
27.8 | % |
74,403,246(1) ordinary shares
|
0 |
74,403,246(1) ordinary shares
|
0 |
(c)
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Information concerning transactions in securities of the Issuer from September 13, 2011 to September 30, 2011 by the Reporting Persons, other than the transaction pursuant to the Share Purchase Agreement as described in Item 3, is set forth below.. All of the purchases listed below were made by Mr. Tingxiu Lu through open market transactions.
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Date
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Securities Purchased
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Price per
Security
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Aggregate Purchase
Price
|
|||||||
September 13, 2011
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212,931 ADS
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$ | 1.16 | $ | 247,447.12 | |||||
September 14, 2011
|
210,203 ADS
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$ | 1.18 | $ | 248,333.82 | |||||
September 15, 2011
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125,716 ADS
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$ | 1.22 | $ | 153,574.67 | |||||
September 16, 2011
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213,085 ADS
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$ | 1.25 | $ | 266,569.34 | |||||
September 19, 2011
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206,617 ADS
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$ | 1.29 | $ | 265,916.08 | |||||
September 20, 2011
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414,214 ADS
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$ | 1.43 | $ | 590,503.48 | |||||
September 28, 2011
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328,574 ADS
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$ | 1.22 | $ | 399,545.98 | |||||
September 29, 2011
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302,000 ADS
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$ | 1.25 | $ | 378,526.80 | |||||
September 30, 2011
|
307,201 ADS
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$ | 1.31 | $ | 403,170.59 | |||||
Total
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2,320,541 ADS
|
- | $ | 2,953,587.87 |
(d)
|
The ownership of 5,000,000 American Depository Shares (“ADSs”) representing 30,000,000 ordinary shares of China Sunergy Co., Ltd. held by Elite Shine Group Limited and Mr. Tingxiu Lu was the subject of a settlement agreement approved by court order on November 30, 2010. As noted in previous filings, the ADSs had been the subject of a turnover order entered by the United States District Court for the Southern District of Ohio (the “Court”) on September 30, 2009 in case number 08-cv-0667, Securities and Exchange Comm’n v. One Equity Corp., et al., which caused the ADSs to become part of a receivership estate managed by a Court-appointed receiver (“Receiver”). As part of a settlement agreement, however, the Receiver agreed to return the ADSs to Elite Shine Group Limited and Mr. Tingxiu Lu, pending Court approval. On November 30, 2010, the Court issued the Order on Motion by Court Appointed Receiver, Frederick L. Ransier, for Order Authorizing and Approving Compromise, thereby approving the settlement agreement between the Receiver and Elite Shine Group Limited. Thereafter, the Receiver returned the ADSs to Elite Shine Group Limited and Mr. Tingxiu Lu. As of the date of this filing, Elite Shine Group Limited and Mr. Tingxiu Lu possess the ADSs. The Receiver has disclaimed any interest in or claim to the ADSs, and Elite Shine Group Limited and Mr. Tingxiu Lu hold the ADSs free and clear of any encumbrance or claim.
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CUSIP NO. G84381 105
|
Schedule 13 D
|
(e)
|
Not applicable.
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Elite Shine Group Limited
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By:
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/s/ Tingxiu Lu
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Name: Tingxiu Lu
|
||
Title: Director
|
||
Mr. Tingxiu Lu
|
/s/ Tingxiu Lu
|
|
Tingxiu Lu
|
Exhibit No.
|
Description
|
|
99.1
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Joint Filing Agreement
|
|
99.2
|
|
Share Purchase Agreement
|
Elite Shine Group Limited
|
By:
|
/s/ Tingxiu Lu
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Name: Tingxiu Lu
|
||
Title: Director
|
||
Mr. Tingxiu Lu
|
/s/ Tingxiu Lu
|
|
Tingxiu Lu
|
SELLER:
|
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SMOOTH KING INVESTMENTS LIMITED
|
|
By:
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/s/ Yingchun Huang
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Name: Yingchun Huang
|
|
Title: Director
|
|
BUYER:
|
|
ELITE SHINE GROUP LIMITED
|
|
By:
|
/s/ Tingxiu Lu
|
Name: Tingxiu Lu
|
|
Title: Director
|