- Post-Effective Amendment to an S-8 filing (S-8 POS)
18 October 2012 - 8:11AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 17, 2012
Registration No. 333-159571
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Gushan Environmental Energy Limited
(Exact name of registrant as specified in its charter)
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Cayman Islands
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Not applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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No. 12, Harbour District
Changan Investment Zone,
Fuzhou Mawei Economic & Technical
Development Area
Fujian Province
Peoples Republic of China
(Address of principal executive offices)
Gushan Environmental Energy Limited Share Option Scheme
(Full title of the plan)
CT Corporation
System
111 Eighth Avenue
New York, New York 10011
212-894-8800
(Name, address and telephone number of agent for service)
With copies to:
G. Matthew Sheridan, Esq.
Sidley Austin LLP
6 Battery Road, Suite 40-01
Singapore 049909
Singapore
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company under Rule 12b-2 of the Exchange Act, as amended. (Check one)
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION OF UNSOLD SECURITIES
Gushan Environmental Energy Limited (the Registrant) is filing this Post-Effective Amendment No. 1 (this Amendment) to
Registration Statement on Form S-8 to deregister all unsold securities originally registered by the Registrant pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 29, 2009, File
No. 333-159571 (the Registration Statement), with respect to ordinary shares of the Registrant, par value HK$0.00001 per share (the Ordinary Shares), thereby registered for offer or sale pursuant to the Share Option
Scheme of the Registrant. A total of 13,683,194 Ordinary Shares were initially registered for issuance under the Registration Statement.
The
Registrant, Trillion Energy Holdings Limited (Parent), a British Virgin Islands business company limited by shares, Trillion Energy Investments Holdings Limited (Merger Sub), a Cayman Islands exempted company wholly-owned by
Parent, and Mr. Jianqiu Yu, the Registrants Chairman and Principal Executive Officer, entered into an agreement and plan of merger on June 4, 2012 and an amendment to the agreement and plan of merger on September 13, 2012 (as amended, the
merger agreement). The merger agreement was approved on October 15, 2012 by the shareholders of the Registrant at the extraordinary general meeting of shareholders. The Registrant and Merger Sub subsequently filed a plan of merger with
the Cayman Islands Companies Registrar, which became effective as of October 17, 2012 (the effective time), as a result of which Merger Sub merged with and into the Registrant, with the Registrant continuing as the surviving company
after the merger as a wholly-owned subsidiary of Parent. At the effective time, all outstanding Shares and American depositary shares of the Registrant were cancelled.
In connection with the merger, the Registrant has terminated the offering of the Ordinary Shares pursuant to the Registration Statement. The Registrant hereby removes from registration all of the Ordinary
Shares registered under the Registration Statement that remained unsold as of the date of this Amendment.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the Peoples Republic of China on October 17, 2012.
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GUSHAN ENVIRONMENTAL ENERGY LIMITED
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Name:
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Jianqiu Yu
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Title:
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Chairman & Principal Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed by the following persons in the capacities indicated on October 17, 2012:
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Signature
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Title
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/s/ Jianqiu Yu
Jianqiu Yu
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Chairman & Principal Executive Officer
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/s/ *
Deyu Chen
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Director & Chief Technology Officer
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/s/ *
Kang Nam Chu
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Director
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/s/ *
Dongming Zhang
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Director
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/s/ *
Denny Lee
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Director
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/s/ Frank Ngai Chi Chan
Frank Ngai Chi Chan
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Principal Financial Officer and Principal Accounting Officer
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*By:
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/s/ Jianqiu Yu
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Jianqiu Yu
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Attoney-in-fact
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of the
Registrant, has signed this Registration Statement on October 17, 2012.
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Authorized U.S. Representative
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Puglisi & Associates
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By:
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/s/
Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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