UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
| ReneSola Ltd |
| (Name of Issuer) |
| Shares |
| (Title of Class of Securities) |
| G7500C 106 |
| (CUSIP Number) |
| December 31, 2012 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
* 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 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).
(Continued on following pages)
| CUSIP NO.: | G7500C 106 |
| (1) | NAME OF REPORTING PERSONS | |||
| Xianshou Li | ||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |||
| (a) | x | |||
| (b) | ¨ | |||
| (3) | SEC USE ONLY | |||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| People’s Republic of China | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | (5) | SOLE VOTING POWER |
29,109,309 shares | ||
| (6) | SHARED VOTING POWER | |
14,288,710 shares (consisting of 100,000 shares issuable upon the exercise of options held by Ms. Xiahe Lian, the wife of Mr. Li, which are exercisable within 60 days from December 31, 2012 and with respect to which Mr. Li also shares dispositive power with Ms. Lian, 1,135,096 shares beneficially owned by Mr. Xiangjun Dong and 13,053,614 shares beneficially owned by Mr. Zhengmin Lian) | ||
| (7) | SOLE DISPOSITIVE POWER | |
29,109,309 shares | ||
| (8) | SHARED DISPOSITIVE POWER | |
100,000 shares (consisting of shares issuable upon the exercise of options held by Ms. Xiahe Lian which are exercisable within 60 days from December 31, 2012 and with respect to which Mr. Li also shares voting power with Ms. Lian) |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 43,398,019 shares | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
| ¨ | |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 25.0% | |
| (12) | TYPE OF REPORTING PERSON* |
| IN |
| 1 |
| CUSIP NO.: | G7500C 106 |
| (1) | NAME OF REPORTING PERSONS | |||
Champion Era Enterprises Limited | ||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |||
| (a) | x | |||
| (b) | ¨ | |||
| (3) | SEC USE ONLY | |||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
British Virgin Islands | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | (5) | SOLE VOTING POWER |
23,266,229 shares | ||
| (6) | SHARED VOTING POWER | |
0 | ||
| (7) | SOLE DISPOSITIVE POWER | |
23,266,229 shares | ||
| (8) | SHARED DISPOSITIVE POWER | |
0 |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 23,266,229 shares | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
| ¨ | |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 13.5% | |
| (12) | TYPE OF REPORTING PERSON* |
| CO |
| 2 |
| CUSIP NO.: | G7500C 106 |
| (1) | NAME OF REPORTING PERSONS | |||
| Cleveland Ventures Ltd | ||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |||
| (a) | x | |||
| (b) | ¨ | |||
| (3) | SEC USE ONLY | |||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| Cayman Islands | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | (5) | SOLE VOTING POWER |
5,343,080 shares | ||
| (6) | SHARED VOTING POWER | |
0 | ||
| (7) | SOLE DISPOSITIVE POWER | |
5,343,080 shares | ||
| (8) | SHARED DISPOSITIVE POWER | |
0 |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 5,343,080 shares | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
| ¨ | |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 3.1% | |
| (12) | TYPE OF REPORTING PERSON* |
| CO |
| 3 |
| CUSIP NO.: | G7500C 106 |
| (1) | NAME OF REPORTING PERSONS | |||
| Zhengmin Lian | ||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |||
| (a) | x | |||
| (b) | ¨ | |||
| (3) | SEC USE ONLY | |||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| People’s Republic of China | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | (5) | SOLE VOTING POWER |
0 | ||
| (6) | SHARED VOTING POWER | |
13,053,614 shares | ||
| (7) | SOLE DISPOSITIVE POWER | |
13,053,614 shares | ||
| (8) | SHARED DISPOSITIVE POWER | |
0 |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 13,053,614 shares | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
| ¨ | |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 7.6% | |
| (12) | TYPE OF REPORTING PERSON* |
| IN |
| 4 |
| CUSIP NO.: | G7500C 106 |
| (1) | NAME OF REPORTING PERSONS | |||
| Assets Train Limited | ||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |||
| (a) | x | |||
| (b) | ¨ | |||
| (3) | SEC USE ONLY | |||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| British Virgin Islands | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | (5) | SOLE VOTING POWER |
0 | ||
| (6) | SHARED VOTING POWER | |
13,053,614 shares | ||
| (7) | SOLE DISPOSITIVE POWER | |
13,053,614 shares | ||
| (8) | SHARED DISPOSITIVE POWER | |
0 |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 13,053,614 shares | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
| ¨ | |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 7.6% | |
| (12) | TYPE OF REPORTING PERSON* |
| CO |
| 5 |
| Item 1(a). | Name of Issuer: |
ReneSola Ltd
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
No. 8 Baoqun Road
Yaozhuang County, Jiashan Town
Zhejiang Province 314117
People’s Republic of China
| Item 2(a). | Name of Person Filing: |
Xianshou Li
Champion Era Enterprises Limited (“Champion”)
Cleveland Ventures Ltd (“Cleveland”)
Zhengmin Lian
Assets Train Limited (“Assets”)
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of Xianshou Li and Zhengmin Lian is No. 8 Baoqun Road, Yaozhuang Industrial Park, Jiashan County, Zhejiang Province, PRC. The address of the principal business office of the Champion and Assets is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. The address of the principal business office of Cleveland is Merrill Lynch Bank & Trust Co (Cayman) Ltd., 4th Floor, Harbour Center, North Church, St. George Town, Grand Cayman, Cayman Islands.
| Item 2(c). | Citizenship: |
Xianshou Li and Zhengmin Lian are citizens of the People’s Republic of China. The place of organization of the Champion and Assets is the British Virgin Islands. The place of organization of Cleveland is the Cayman Islands.
| Item 2(d). | Title of Class of Securities: |
Shares of no par value
| Item 2(e). | CUSIP Number: |
G7500C 106
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c): |
Not Applicable
| 6 |
| Item 4. | Ownership: |
| Number of shares as to which such person has: | ||||||||||||||||||||||||
| 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 | ||||||||||||||||||
| Xianshou Li(1)(2) | 43,398,019 shares | 25.0 | % | 29,109,309 shares | (1)(2)(3) | 14,288,710 shares | (4)(5)(6) | 29,109,309 shares | (1)(2)(3) | 100,000 shares | (6) | |||||||||||||
| Champion Era Enterprises Limited(1) | 23,266,229 shares | 13.5 | % | 23,266,229 shares | 0 | 23,266,229 shares | 0 | |||||||||||||||||
| Cleveland Ventures Ltd(2) | 5,343,080 shares | 3.1 | % | 5,343,080 shares | 0 | 5,343,080 shares | 0 | |||||||||||||||||
| Zhengmin Lian(7) | 13,053,614 shares | 7.6 | % | 0 | 13,053,614 shares | 13,053,614 shares | 0 | |||||||||||||||||
| Assets Train Limited(7) | 13,053,614 shares | 7.6 | % | 0 | 13,053,614 shares | 13,053,614 shares | 0 | |||||||||||||||||
| * | Based on a total of 172,773,664 outstanding shares of ReneSola Ltd as of December 31, 2012. |
| (1) | As of December 31, 2012, Champion was the record owner of 23,266,229 shares of Renesola Ltd. Champion is indirectly wholly owned by the LXS Family Trust of which Mr. Li is the settlor. The trustee of the LXS Family Trust is HSBC International Trustee Limited (“HSBC”). Pursuant to the trust deed dated November 25, 2010 between Mr. Li and HSBC, Mr. Li holds all voting and investment powers of Champion and its assets. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Mr. Li may be deemed to beneficially own all of the shares held by Champion. HSBC should not be deemed a beneficial owner of the shares in Renesola Ltd held by Champion under Section 13(d) of the Exchange Act. |
| (2) | As of December 31, 2012, Cleveland was the record owner of 5,343,080 shares of Renesola Ltd. Cleveland is indirectly wholly owned by the Xian Shou Trust of which Mr. Li is the settlor. The trustee of the Xian Shou Trust is Merrill Lynch Bank & Trust Co (Cayman) Ltd. (“Merrill”). Pursuant to the trust deed dated January 8, 2008 between Mr. Li and Merrill, Mr. Li holds all voting and investment powers of Cleveland and its assets. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Mr. Li may be deemed to beneficially own all of the shares held by Cleveland. Merrill should not be deemed a beneficial owner of the shares in Renesola Ltd held by Cleveland under Section 13(d) of the Exchange Act. |
| (3) | Includes 500,000 shares issuable upon the exercise of options held by Mr. Li, which are exercisable within 60 days from December 31, 2012. |
| (4) | Includes 13,053,614 shares beneficially owned by Mr. Zhengmin Lian. Mr. Li holds shared voting rights with Mr. Lian with respect to those shares pursuant to an irrevocable voting agreement entered into between Mr. Li and Assets. Under the voting agreement, Assets irrevocably appointed Mr. Li as its attorney and proxy with full power of substitution with respect to 13,053,614 shares held by Assets, to vote and act at all shareholder meetings and give written consent on behalf of Assets on matters of Renesola Ltd requiring shareholder approval. |
| 7 |
| (5) | Includes 1,135,096 shares beneficially owned by Mr. Xiangjun Dong. Mr. Li holds shared voting rights with Mr. Dong with respect to those shares pursuant to an irrevocable voting agreement entered into between Mr. Li and Dynasty Time Limited (“Dynasty”). Under the voting agreement, Dynasty irrevocably appointed Mr. Li as its attorney and proxy with full power of substitution with respect to 1,135,096 shares held by Dynasty, to vote and act at all shareholder meetings and give written consent on behalf of Dynasty on matters of Renesola Ltd requiring shareholder approval. Dynasty is indirectly wholly owned by the DXJ Family Trust of which Mr. Dong is the settlor. The trustee of the DXJ Family Trust is HSBC. Pursuant to the trust deed dated November 25, 2010 between Mr. Dong and HSBC, Mr. Dong holds all voting and investment powers of Dynasty and its assets. |
| (6) | Includes 100,000 shares issuable upon the exercise of options held by Ms. Xiahe Lian, the wife of Mr. Li, which are exercisable within 60 days from December 31, 2012 and with respect to which Mr. Li also shares voting power and dispositive power with Ms. Lian. |
| (7) | As of December 31, 2012, Assets was the record owner of 13,053,614 shares of Renesola Ltd. Assets is indirectly wholly owned by the LZM Family Trust of which Mr. Lian is the settlor. The trustee of the LZM Family Trust is HSBC. Pursuant to the trust deed dated November 25, 2010 between Mr. Lian and HSBC, Mr. Lian holds all voting and investment powers of Assets and its assets. Pursuant to Section 13(d) of the Exchange Act, Mr. Lian may be deemed to beneficially own all of the shares held by Assets. HSBC should not be deemed a beneficial owner of the shares in Renesola Ltd held by Assets under Section 13(d) of the Exchange Act. |
| Item 5. | Ownership of Five Percent or Less of a Class: |
Not applicable
| 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 or Control Person: |
Not applicable
| Item 8. | Identification and Classification of Members of the Group: |
Xianshou Li
Champion Era Enterprises Limited
Cleveland Ventures Ltd
Zhengmin Lian
Assets Train Limited
| Item 9. | Notice of Dissolution of Group: |
Not applicable
| Item 10. | Certifications: |
Not applicable
| 8 |
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.
Dated: January 28, 2013
| Xianshou Li | /s/ Xianshou Li | |
| Xianshou Li |
| Champion Era Enterprises Limited | By: | /s/ Xianshou Li | |
| Name: | Xianshou Li | ||
| Title: | Director |
[Signature Page to Schedule 13G]
| Cleveland Ventures Ltd | By: | /s/ Kate Toh |
| Steward Chui | ||
| Name: | Kate Toh | |
| Steward Chui | ||
| Title: | Authorised Signatories for and on behalf of | |
| Fiduciary Services Limited as sole director of | ||
| Cleveland Ventures Ltd |
[Signature Page to Schedule 13G]
| Zhengmin Lian | /s/ Zhengmin Lian | |
| Zhengmin Lian |
| Assets Train Limited | By: | /s/ Zhengmin Lian | |
| Name: | Zhengmin Lian | ||
| Title: | Director |
[Signature Page to Schedule 13G]
LIST OF EXHIBITS
|
Exhibit No. |
|
Description |
| A | Joint Filing Agreement |
Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to shares of no par value of ReneSola Ltd, a British Virgin Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
[Remainder of this page has been left intentionally blank.]
SIGNATURE
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 28, 2013.
| Xianshou Li | /s/ Xianshou Li | |
| Xianshou Li |
| Champion Era Enterprises Limited | By: | /s/ Xianshou Li | |
| Name: | Xianshou Li | ||
| Title: | Director |
[Signature Page to Joint Filing Agreement, Schedule 13G]
| Cleveland Ventures Ltd | By: | /s/ Kate Toh |
| Steward Chui | ||
| Name: | Kate Toh | |
| Steward Chui | ||
| Title: | Authorised Signatories for and on behalf of | |
| Fiduciary Services Limited as sole director of | ||
| Cleveland Ventures Ltd |
[Signature Page to Joint Filing Agreement, Schedule 13G]
| Zhengmin Lian | /s/ Zhengmin Lian | |
| Zhengmin Lian |
| Assets Train Limited | By: | /s/ Zhengmin Lian | |
| Name: | Zhengmin Lian | ||
| Title: | Director |
[Signature Page to Joint Filing Agreement, Schedule 13G]