Unassociated Document
 
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)
(Amendment No. 1)*
 
ReneSola Ltd
(Name of Issuer)
 
Ordinary Shares
(Title of Class of Securities)
 
G7500C 106
(CUSIP Number)
 
August 24, 2011 - August 30, 2011
(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 disclosures provided in a prior cover page.
 
The information required on 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)
 
 
 
 
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
24,192,109 ordinary shares
6
SHARED VOTING POWER
14,248,710 ordinary shares (consisting of 60,000 ordinary shares issuable upon the exercise of options held by Ms. Xiahe Lian, the wife of Mr. Li, which are exercisable within 60 days after the date hereof, 1,135,096 ordinary shares beneficially owned by Mr. Xiangjun Dong and 13,053,614 ordinary shares beneficially owned by Mr. Zhengmin Lian)
7
SOLE DISPOSITIVE POWER
24,192,109 ordinary shares
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
38,440,819 ordinary shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨  
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.0%
12
TYPE OF REPORTING PERSON*
IN                

 
2
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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 ordinary shares
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
23,266,229 ordinary shares
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
23,266,229 ordinary shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨  
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.3%
12
TYPE OF REPORTING PERSON*
CO                
 
 
3
 
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
925,880 ordinary shares
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
925,880 ordinary shares
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
925,880 ordinary shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨  
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
12
TYPE OF REPORTING PERSON*
CO                
 
 
4
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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 ordinary shares
7
SOLE DISPOSITIVE POWER
13,053,614 ordinary shares
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,053,614 ordinary shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨  
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.5%
12
TYPE OF REPORTING PERSON*
IN                

 
5
 
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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 ordinary shares
7
SOLE DISPOSITIVE POWER
13,053,614  ordinary shares
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,053,614 ordinary shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨  
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.5%
12
TYPE OF REPORTING PERSON*
CO                

 
6
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Xiangjun Dong
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
5,955,870 ordinary shares
7
SOLE DISPOSITIVE POWER
5,955,870 ordinary shares
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,955,870 ordinary shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨  
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.4%
12
TYPE OF REPORTING PERSON*
IN                

 
7
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Dynasty Time 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
5,955,870 ordinary shares
7
SOLE DISPOSITIVE POWER
5,955,870 ordinary shares
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,955,870 ordinary shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨  
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.4%
12
TYPE OF REPORTING PERSON*
CO                

 
8
 

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”)
 
 
Xiangjun Dong
 
 
Dynasty Time Limited (“Dynasty” and together with Champion and Assets, the “Record Holders”)
 
ITEM 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
 
 
The address of Xianshou Li, Zhengmin Lian and Xiangjun Dong is No. 8 Baoqun Road, Yaozhuang Industrial Park, Jiashan County, Zhejiang Province, PRC. The address of the principal business office of the Record Holders 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, Zhengmin Lian and Xiangjun Dong are citizens of the People’s Republic of China.  The place of organization of the Record Holders is the British Virgin Islands.  The place of organization of Cleveland is the Cayman Islands.

 
9
 
 
ITEM 2(d).
TITLE OF CLASS OF SECURITIES:

 
Ordinary Shares of no par value

ITEM 2(e). 
CUSIP NUMBER:
   
 
G7500C 106
 
ITEM 3.
Not Applicable

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:
Xianshou Li(1) (7)
  
38,440,819 ordinary shares (2)(3)
  
22.0
%
  
24,192,109
ordinary
shares
  
14,248,710
ordinary
shares(2)(3)
  
24,192,109
ordinary
shares
  
0
Champion Era Enterprises Limited(1)
  
23,266,229 ordinary shares
  
13.3
%
  
23,266,229
ordinary
shares
  
0
  
23,266,229
ordinary
shares
  
0
Cleveland Ventures Ltd(7)
  
925,880 ordinary shares
  
0.5
%
  
925,880
ordinary
shares
  
0
  
925,880
ordinary
shares
  
0
Zhengmin Lian(4)
  
13,053,614 ordinary shares
  
7.5
%
  
0
  
13,053,614
ordinary
shares
  
13,053,614
ordinary
shares
  
0
Assets Train Limited(4)
  
13,053,614 ordinary shares
  
7.5
%
  
0
  
13,053,614
ordinary
shares
  
13,053,614
ordinary
shares
  
0
Xiangjun Dong(5)
  
5,955,870 ordinary shares
  
3.4
%
  
0
  
5,955,870
ordinary
shares
  
5,955,870
ordinary
shares
  
0
Dynasty Time Limited(5)
  
5,955,870 ordinary shares(6)
  
3.4
 %
  
0
  
5,955,870
ordinary
shares
  
5,955,870
ordinary
shares
  
0
 
(1)
As of the date hereof, Champion was the record owner of 23,266,229 ordinary 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 (“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.
 
 
10
 
 
(2)
Includes 13,053,614 ordinary 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. Also includes 60,000 ordinary shares issuable upon the exercise of options held by Ms. Xiahe Lian, the wife of Mr. Li, which are exercisable within 60 days after the date hereof.  

(3)
Includes 1,135,096 ordinary 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.  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.
 
(4)
As of the date hereof, Assets was the record owner of 13,053,614 ordinary 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.
 
(5)
As of the date hereof, Dynasty was the record owner of 5,955,870 ordinary shares of Renesola Ltd.  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.  Pursuant to Section 13(d) of the Exchange Act, Mr. Dong may be deemed to beneficially own all of the shares held by Dynasty.  HSBC should not be deemed a beneficial owner of the shares in Renesola Ltd held by Dynasty under Section 13(d) of the Exchange Act.
 
(6)
Includes 5,955,870 ordinary shares to which Mr. Dong and Mr. Yuncai Wu holds shared voting rights pursuant to an irrevocable voting agreement entered into between Mr. Wu and Dynasty.  Under the voting agreement, Dynasty irrevocably appointed Mr. Wu as its attorney and proxy with full power of substitution with respect to 5,955,870 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. Please see the Schedule 13G filing made by Mr. Wu for information regarding his holdings in Renesola Ltd.
 
(7)
As of the date hereof, Cleveland was the record owner of 925,880 ordinary 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 Jan 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.
 
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

 
Not applicable
 
 
11
 
 
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:

 
Xianshou Li
 
 
Champion Era Enterprises Limited
 
 
Cleveland Ventures Ltd
 
 
Zhengmin Lian
 
 
Assets Train Limited
 
 
Xiangjun Dong
 
 
Dynasty Time Limited
 
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP:

 
Not applicable

ITEM 10.
CERTIFICATION:

 
Not applicable

 
12
 

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:  September 2, 2011
 
Xianshou Li
/s/ Xianshou Li
 
Xianshou Li
   
Champion Era Enterprises Limited
By: 
/s/ Xianshou Li
 
Name:  Xianshou Li
 
Title:    Director
 
Cleveland Ventures Ltd
By: 
/s/ Linda Cham
 
  
/s/ Stewart Chui
 
Name:
Linda Cham
   
Stewart Chui
  Title:
Authorised Signatories for and on behalf of
   
Fiduciary Services Limited as sole director of
   
Cleveland Ventures Ltd
   
2 Sep 2011
 
 
 
 

Zhengmin Lian
/s/ Zhengmin Lian
 
Zhengmin Lian
     
Assets Train Limited
By: 
/s/ Zhengmin Lian
 
Name:  Zhengmin Lian
 
Title:    Director

 
 
 

Xiangjun Dong
/s/ Xiangjun Dong
 
Xiangjun Dong
   
Dynasty Time Limited
By: 
/s/ Xiangjun Dong
 
Name:  Xiangjun Dong
 
Title:    Director

 
 
 
 
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 the Ordinary 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 Page
 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of September 2, 2011.
 
Xianshou Li
/s/ Xianshou Li
 
Xianshou Li
   
Champion Era Enterprises Limited
By:
/s/ Xianshou Li
 
Name:  Xianshou Li
 
Title:    Director

 
Cleveland Ventures Ltd
By: 
/s/ Linda Cham
   
/s/ Stewart Chui
 
Name:
Linda Cham
   
Stewart Chui
  Title:
Authorised Signatories for and on behalf of
   
Fiduciary Services Limited as sole director of
   
Cleveland Ventures Ltd
   
2 Sep 2011
 

 
 
 
 
Zhengmin Lian
/s/ Zhengmin Lian
 
Zhengmin Lian
     
Assets Train Limited
By:
/s/ Zhengmin Lian
 
Name:  Zhengmin Lian
 
Title:    Director

 
 
 
 
Xiangjun Dong
/s/ Xiangjun Dong
 
Xiangjun Dong
   
Dynasty Time Limited
By:
/s/ Xiangjun Dong
 
Name:  Xiangjun Dong
 
Title:    Director