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. __)*
ReneSola
Ltd
(Name of
Issuer)
Ordinary
Shares
(Title of
Class of Securities)
G7500C
106
(CUSIP
Number)
December
31, 2010
(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
23,266,229 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 February 14, 2011, 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
23,266,229 ordinary
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,514,939
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
21.7%
|
||
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
||
|
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
13.5%
|
||
|
12
|
TYPE
OF REPORTING PERSON*
CO
|
||
|
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
7.6%
|
||
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
||
|
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
7.6%
|
||
|
12
|
TYPE
OF REPORTING PERSON*
CO
|
||
|
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
9,955,871
ordinary shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
9,955,871
ordinary shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,955,871
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
5.8%
|
||
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
||
|
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
9,955,871
ordinary shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
9,955,871
ordinary shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,955,871
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
5.8%
|
||
|
12
|
TYPE
OF REPORTING PERSON*
CO
|
||
|
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”)
|
|
|
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.
|
|
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.
|
|
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)
|
37,514,939
ordinary shares (2)(3)
|
21.7
|
%
|
23,266,229
ordinary shares
|
14,248,710
ordinary
shares(2)(3)
|
23,266,229
ordinary
shares
|
0
|
||||||
|
Champion
Era Enterprises Limited(1)
|
23,266,229
ordinary shares
|
13.5
|
%
|
23,266,229
ordinary
shares
|
0
|
23,266,229
ordinary
shares
|
0
|
||||||
|
Zhengmin
Lian(4)
|
13,053,614
ordinary shares
|
7.6
|
%
|
0
|
13,053,614
ordinary
shares
|
13,053,614
ordinary
shares
|
0
|
||||||
|
Assets
Train Limited(4)
|
13,053,614
ordinary shares
|
7.6
|
%
|
0
|
13,053,614
ordinary
shares
|
13,053,614
ordinary
shares
|
0
|
||||||
|
Xiangjun
Dong(5)
|
9,955,871
ordinary shares
|
5.8
|
%
|
0
|
9,955,871
ordinary
shares
|
9,955,871
ordinary
shares
|
0
|
||||||
|
Dynasty
Time Limited(5)
|
9,955,871
ordinary shares(6)
|
5.8
|
%
|
0
|
9,955,871
ordinary
shares
|
9,955,871
ordinary
shares
|
0
|
|
(1)
|
As
of December 31, 2010, 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.
|
|
(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 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. 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 February 14,
2011.
|
|
(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 December 31, 2010, 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 December 31, 2010, Dynasty was the record owner of 9,955,871 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
8,820,775 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 8,820,775 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.
|
|
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:
|
|
|
Not
applicable
|
|
ITEM
8.
|
IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE
GROUP:
|
|
|
Xianshou
Li
|
|
|
Champion
Era Enterprises Limited
|
|
|
Zhengmin
Lian
|
|
|
Assets
Train Limited
|
|
|
Xiangjun
Dong
|
|
|
Dynasty
Time Limited
|
|
ITEM
9.
|
NOTICE OF DISSOLUTION
OF GROUP:
|
|
|
Not
applicable
|
|
ITEM
10.
|
CERTIFICATION:
|
|
|
Not
applicable
|
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: February
14, 2011
|
Xianshou
Li
|
/s/ Xianshou Li
|
|
|
Xianshou
Li
|
||
|
Champion
Era Enterprises Limited
|
By:
|
/s/ Xianshou Li
|
|
Name: Xianshou
Li
|
||
|
Title:
Director
|
||
|
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 February
14, 2011.
|
Xianshou
Li
|
/s/ Xianshou Li
|
|
|
Xianshou
Li
|
||
|
Champion
Era Enterprises Limited
|
By:
|
/s/ Xianshou Li
|
|
Name: Xianshou
Li
|
||
|
Title:
Director
|
||
|
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
|
||