|
Number
of Shares Beneficially by Owned by Each Reporting Person
With:
|
5.
Sole Voting Power
15,735,600
|
|
|
6.
Shared Voting Power
0
|
||
|
7.
Sole Dispositive Power
15,735,600
|
||
|
8.
Shared Dispositive Power
0
|
|
Number
of Shares Beneficially by Owned by Each Reporting Person
With:
|
5.
Sole Voting Power
12,768,000
|
|
|
6.
Shared Voting Power
0
|
||
|
7.
Sole Dispositive Power
12,768,000
|
||
|
8.
Shared Dispositive Power
0
|
|
Number
of Shares Beneficially by Owned by Each Reporting Person
With:
|
5.
Sole Voting Power
2,667,600
|
|
|
6.
Shared Voting Power
0
|
||
|
7.
Sole Dispositive Power
2,667,600
|
||
|
8.
Shared Dispositive Power
0
|
|
Number
of Shares Beneficially by Owned by Each Reporting Person
With:
|
5.
Sole Voting Power
9,051,600
|
|
|
6.
Shared Voting Power
0
|
||
|
7.
Sole Dispositive Power
9,051,600
|
||
|
8.
Shared Dispositive Power
0
|
|
Number
of Shares Beneficially by Owned by Each Reporting Person
With:
|
5.
Sole Voting Power
9,051,600
|
|
|
6.
Shared Voting Power
0
|
||
|
7.
Sole Dispositive Power
9,051,600
|
||
|
8.
Shared Dispositive Power
0
|
|
Number
of Shares Beneficially by Owned by Each Reporting Person
With:
|
5.
Sole Voting Power
9,051,600
|
|
|
6.
Shared Voting Power
0
|
||
|
7.
Sole Dispositive Power
9,051,600
|
||
|
8.
Shared Dispositive Power
0
|
|
Number
of Shares Beneficially by Owned by Each Reporting Person
With:
|
5.
Sole Voting Power
9,051,600
|
|
|
6.
Shared Voting Power
0
|
||
|
7.
Sole Dispositive Power
9,051,600
|
||
|
8.
Shared Dispositive Power
0
|
|
CUSIP
NO. 90915 R 105
|
Schedule
13G
|
|
|
ITEM 1
|
(a).
|
|
NAME OF
ISSUER:
|
||
|
|
China
Fire & Security Group, Inc. (the “Issuer”)
|
||||
|
ITEM 1
|
(b).
|
|
ADDRESS OF ISSUER’S
PRINCIPAL EXECUTIVE OFFICES:
|
||
|
|
China
Fire & Security Group, Inc.
South
Banbidian Industrial Park
Liqiao
Township, Shunyi District
Beijing
F4 101304
People's
Republic of China
|
||||
|
ITEM
2
|
(a).
|
|
NAME OF PERSON
FILING:
|
||
|
|
This
Schedule 13G is filed by and on behalf of (a) Mr. Gangjin Li, (b) Li
Brother Holdings Inc., (c) China Honour Investment Limited, (d) Jade
Ground Holdings Limited, (e) Alpha Great Holdings Limited, (f) LGJ Family
Trust and (g) HSBC International Trustee Limited as the Trustee of LGJ
Family. Li Brother Holdings Inc. is the record owner of
12,768,000 Common Shares of the Issuers, and China Honour Investment
Limited is the record owner of 2,667,600 Common Shares of the Issuers, to
which Mr. Gangjin Li is the sole director of both
companies. Alpha Great Holdings Limited owns 50% of Li Brothers
Holdings Inc. and 100% of China Honour Investment Limited, owning
9,051,600 Common Shares of the Issuer and Mr. Gangjin Li is the sole
director of Alpha Great Holdings Limited. Jade Ground Holdings
Limited owns 100% of Alpha Great Holdings Limited and Lion International
Management Limited is sole director of Jade Ground Holdings
Limited. Jade Ground Holdings Limited is wholly owned by the
LGJ Family Trust (the “Trust”), and HSBC International Trustee Limited is
acting as the trustee (the “Trustee”) of the Trust. As
the Trustee of LGJ Family Trust, the Trustee files this Schedule 13G
voluntarily, and the
filing should not be construed as an admission that the Trustee is the
beneficial owner of the shares included in the
Schedule 13G for purposes of section 13(d) or 13(g) of the Securities
Exchange Act of 1934. Mr. Gangjin Li, LGJ Family Trust, Jade Ground
Holdings Limited and Alpha Great Holdings Limited may be deemed to be the
beneficial owners of the Common Shares of the Issuers owned by Li Brother
Holdings Inc. and China Honour Investment Limited. Mr. Gangjin
Li, Li Brother Holdings Inc., China Honour Investment Limited, Jade Ground
Holdings Limited, Alpha Great Holdings Limited and LGJ Family Trust are
making this single, joint filing pursuant to Rule 13d-1(k) of the Act
because each of them is reporting as to the beneficial ownership of the
same securities and because they may be deemed to constitute a “group”
within the meaning of Section 13(d)(3) of the Act, although neither the
fact of this filing or anything contained herein shall be deemed to be an
admission by the reporting persons that a group exists.
|
||||
|
ITEM
2
|
(b).
|
|
ADDRESS OF PRINCIPAL
BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
|
||
|
|
For
Gangjin Li:
China
Fire & Security Group, Inc.
South
Banbidian Industrial Park
Liqiao
Township, Shunyi District
Beijing
F4 101304
People's
Republic of China
For
Li Brothers Holdings Limited:
P.O.
Box 3321;
Drake
Chambers; Road Town
Tortola;
British Virgin Islands
For
China Honour Investment Limited
Pasea
Estate
Road
Town
Tortola,
British Virgin Islands
For
Jade Ground Holdings Limited:
Woodbourne
Hall, Road Town,
Tortola,
British Virgin Islands
For
Alpha Great Holdings Limited:
Woodbourne
Hall, Road Town,
Tortola,
British Virgin Islands
For
LGJ Family Trust:
Same
as the Trustee address shown as below
HSBC
International Trustee Limited:
Craigmuir
Chambers
P O
Box 71, Road Town,
Tortola,
British Virgin Islands
|
||||
|
ITEM
2
|
(c).
|
|
CITIZENSHIP:
|
||
|
|
Mr.
Gangjin Li is a citizen of the People’s Republic of China.
Li
Brothers Holdings Inc. is a British Virgin Islands
corporation.
China
Honour Investment Limited is a British Virgin Islands
corporation.
Jade
Ground Holdings Limited is a British Virgin Islands
corporation.
Alpha
Great Holdings Limited is a British Virgin Islands
corporation.
LGJ
Family Trust is a trust established under the laws of the Cayman
Islands.
HSBC
International Trustee Limited is organized under the laws of British
Virgin Islands
|
||||
|
ITEM
2
|
(d).
|
|
TITLE OF CLASS OF
SECURITIES:
|
||
|
|
Common
Shares
|
||||
|
ITEM
2
|
(e).
|
|
CUSIP
NUMBER:
|
||
|
|
90915
R 105
|
||||
|
ITEM 3.
|
STATEMENT FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) or (c): | |
| Not applicable. |
|
CUSIP
NO. 90915 R 105
|
Schedule
13G
|
Page
7 of 8 Pages
|
|
ITEM
4.
|
|
OWNERSHIP.
|
|
|
|
|
|
||||||||||||
|
Reporting
Person
|
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:
|
||||||||||||||||||
|
Gangjin
Li
|
15,735,600 | 57.0 | % | 15,735,600 | — | 15,735,600 | — | |||||||||||||||||
|
Li
Brothers Holdings Inc.
|
12,768,000 | 44.5 | % | 12,768,000 | — | 12,768,000 | — | |||||||||||||||||
|
China
Honour Investment Limited
|
2,667,600 | 9.30 | % | 2,667,600 | — | 2,667,600 | — | |||||||||||||||||
|
Jade
Ground Holdings Limited
|
9,051,600 | 32.8 | % | 9,051,600 | — | 9,051,600 | — | |||||||||||||||||
|
Alpha
Great Holdings Limited
|
9,051,600 | 32.8 | % | 9,051,600 | — | 9,051,600 | — | |||||||||||||||||
|
LGJ
Family Trust
|
9,051,600 | 32.8 | % | 9,051,600 | — | 9,051,600 | — | |||||||||||||||||
|
HSBC
International Trustee Limited
|
9,051,600 | 32.8 | % | 9,051,600 | — | 9,051,600 | — | |||||||||||||||||
|
|
Li
Brother Holdings Inc. is the record owner of 12,768,000 Common Shares of
the Issuers, and China Honour Investment Limited is the record owner of
2,667,600 Common Shares of the Issuers, to which Mr. Gangjin Li is the
sole director of both companies. Alpha Great Holdings Limited
owns 50% of Li Brothers Holdings Inc. and 100% of China Honour Investment
Limited, owning 9,051,600 Common Shares of the Issuer and Mr. Gangjin Li
is the sole director of Alpha Great Holdings Limited. Jade
Ground Holdings Limited owns 100% of Alpha Great Holdings Limited and Lion
International Management Limited is sole director of Jade Ground Holdings
Limited. Jade Ground Holdings Limited is wholly owned by the
Trust, and HSBC International Trustee Limited is the Trustee of the
Trust. Mr. Gangjin Li, LGJ Family Trust, Jade Ground
Holdings Limited and Alpha Great Holdings Limited may be deemed to be the
beneficial owners of the Common Shares of the Issuers owned by Li Brother
Holdings Inc. and China Honour Investment Limited. As
the Trustee of LGJ Family Trust, the Trustee files this Schedule 13G
voluntarily, and the
filing should not be construed as an admission that the Trustee is the
beneficial owner of the shares included in the
Schedule 13G for purposes of section 13(d) or 13(g) of the Securities
Exchange Act of 1934. Mr.
Gangjin Li, Li Brother Holdings Inc., China Honour Investment Limited,
Jade Ground Holdings Limited, Alpha Great Holdings Limited and LGJ Family
Trust may also be deemed to be a group as defined in Rule 13d-5(b) under
the Act, and each member of such group may be deemed to beneficially own
the Common Shares beneficially owned by other members constituting such
group.
|
||
|
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 5 percent of the class of securities, check the following:
|
||
|
ITEM
6.
|
|
OWNERSHIP OF MORE THAN
FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
|
|
|
Not
applicable
|
||
|
ITEM
7.
|
|
IDENTIFICATION AND
CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY.
|
|
|
|
Not
applicable
|
||
|
ITEM
8.
|
|
IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE GROUP.
|
|
|
|
The
members of this group are set forth as reporting persons on Schedule
13G.
|
||
|
ITEM
9.
|
|
NOTICE OF DISSOLUTION
OF GROUP.
|
|
|
|
Not
applicable
|
||
|
ITEM
10.
|
|
CERTIFICATION.
|
|
|
|
Not
applicable
|
||
|
Gangjin
Li
|
|||
|
By:
|
/s/ Gangjin Li | ||
|
Name:
Gangjin Li
|
|||
|
Li
Brothers Holdings Limited
|
|||
|
By:
|
/s/ Gangjin Li | ||
|
Name:
Gangjin Li
|
|||
|
Title:
Authorized Signatory of Li Brothers Holdings Limited
|
|||
|
China
Honour Investment Limited
|
|||
|
By:
|
/s/ Gangjin Li | ||
|
Name:
Gangjin Li
|
|||
|
Title:
Authorized Signatory of China Honour Investment
Limited
|
|||
|
Alpha
Great Holdings Limited
|
|||
|
By:
|
/s/ Gangjin Li | ||
|
Name:
Gangjin Li
|
|||
|
Title:
Authorized Signatory of Alpha Great Holdings
Limited
|
|||
|
Jade
Ground Holdings Limited
|
|||
|
By:
|
/s/ West Lee | ||
|
Name:
West Lee
|
|||
|
Title:
Authorized Signatory of Jade Ground Holdings
Limited
|
|||
|
LGJ
Family Trust
|
|||
|
By:
|
/s/ West Lee | ||
|
Name:
West Lee
|
|||
|
Title:
Authorized Signatory of LGJ Family
Trust
|
|||
|
By:
|
/s/ Steven Wang | ||
|
Name:
Steven Wang
|
|||
|
Title:
Authorized Signatory of LGJ Family
Trust
|
|
HSBC
International Trustee
Limited
|
|||
|
By:
|
/s/ West Lee | ||
|
Name:
West Lee
|
|||
|
Title:
Authorized Signatory of HSBC International Trustee
Limited
|
|||
|
By:
|
/s/ Steven Wang | ||
|
Name:
Steven Wang
|
|||
|
Title:
Authorized Signatory of HSBC International Trustee
Limited
|