- Statement of Ownership (SC 13G)
14 Fevereiro 2011 - 9:24AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
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Global Education & Technology Group Limited
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(Name of Issuer)
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Ordinary Shares*
American Depositary Shares
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(Title of Class of
Securities)
(CUSIP
Number)
(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 persons 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.
*
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Not for trading, but only in connection with the registration of American Depositary Shares each representing 4 ordinary shares.
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**
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This CUSIP number applies to the American Depositary Shares.
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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).
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CUSIP No. 37951A108
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SCHEDULE 13G
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Page
2
of 9 pages
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1
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NAMES OF REPORTING PERSONS
Eternal Jade Inc.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
22,500,000 ordinary shares
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
22,500,000 ordinary shares
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
22,500,000
ordinary shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
21.4%
1
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12
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TYPE OF REPORTING
PERSON
CO
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1
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Based on 105,218,216 outstanding ordinary shares as of December 31, 2010.
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CUSIP No. 37951A108
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SCHEDULE 13G
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Page
3
of 9 pages
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1
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NAMES OF REPORTING PERSONS
Oriental Light Consulting Limited
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
22,500,000 ordinary shares
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
22,500,000 ordinary shares
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
22,500,000
ordinary shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
21.4%
2
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12
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TYPE OF REPORTING
PERSON
CO
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2
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Based on 105,218,216 outstanding ordinary shares as of December 31, 2010.
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CUSIP No. 37951A108
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SCHEDULE 13G
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Page
4
of 9 pages
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1
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NAMES OF REPORTING PERSONS
Yongqi Zhang
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Peoples Republic of
China
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
45,000,000 ordinary shares
3
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
45,000,000 ordinary shares
3
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
45,000,000
ordinary shares
3
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10
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
42.8%
4
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12
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TYPE OF REPORTING
PERSON
IN
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3
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Includes 22,500,000 ordinary shares held by Eternal Jade Inc., which is a British Virgin Islands company whose sole director is Mr. Yongqi Zhang, and
22,500,000 ordinary shares held by Oriental Light Consulting Limited, which is a British Virgin Islands company whose sole director is Ms. Xiaodong Zhang, the spouse of Mr. Yongqi Zhang. Mr. Yongqi Zhang disclaims beneficial ownership of the
ordinary shares held by Oriental Light Consulting Limited. The registered address of Eternal Jade Inc. is P.O Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
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4
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Based on 105,218,216 outstanding ordinary shares as of December 31, 2010.
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CUSIP No. 37951A108
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SCHEDULE 13G
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Page
5
of 9 pages
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1
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NAMES OF REPORTING PERSONS
Xiaodong Zhang
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Peoples Republic of
China
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
45,000,000 ordinary shares
5
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
45,000,000 ordinary shares
5
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
45,000,000
ordinary shares
5
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10
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
42.8%
6
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12
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TYPE OF REPORTING
PERSON
IN
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5
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Includes 22,500,000 ordinary shares held by Oriental Light Consulting Limited, which is a British Virgin Islands company whose sole director is Ms.
Xiaodong Zhang, and 22,500,000 ordinary shares held by Eternal Jade Inc., which is a British Virgin Islands company whose sole director is Mr. Yongqi Zhang, the spouse of Ms. Xiaodong Zhang. Ms. Xiaodong Zhang disclaims beneficial ownership of
the ordinary shares held by Eternal Jade Inc. The registered address of Oriental Light Consulting Limited is P.O Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
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6
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Based on 105,218,216 outstanding ordinary shares as of December 31, 2010.
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CUSIP No. 37951A108
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SCHEDULE 13G
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Page
6
of 9 pages
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Item 1
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(a)
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Name of Issuer
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Global Education & Technology Group Limited (Issuer)
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Item 1
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(b)
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Address of Issuers Principal Executive Offices
:
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9F Tower D, Beijing New Logo
A18 Zhongguancun South Street, Haidian District
Beijing 100081, China
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Item 2
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(a)
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Name of Person Filing
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Eternal Jade Inc.
Oriental Light Consulting Limited
Yongqi Zhang
Xiaodong Zhang
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Item 2
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(b)
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Address of Principal Business Office or, If None, Residence
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Eternal Jade Inc.
P.O. Box 957, Offshore Incorporations Centre,
Road Town, Tortola,
British Virgin
Islands
Oriental Light Consulting Limited
P.O. Box 957, Offshore Incorporations Centre,
Road Town, Tortola,
British Virgin
Islands
Yongqi Zhang
9F Tower D, Beijing New Logo
A18 Zhongguancun
South Street, Haidian District
Beijing 100081, China
Xiaodong Zhang
9F Tower D, Beijing New
Logo
A18 Zhongguancun South Street, Haidian District
Beijing 100081, China
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Item 2
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(c)
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Citizenship
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Eternal Jade Inc. - British Virgin Islands
Oriental Light Consulting Limited - British Virgin Islands
Yongqi Zhang - Peoples Republic of China
Xiaodong Zhang - Peoples Republic of China
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Item 2
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(d)
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Title of Class of Securities
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Ordinary shares, par value US$0.0001
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American Depository Shares, each representing four ordinary shares
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CUSIP No. 37951A108
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SCHEDULE 13G
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Page
7
of 9 pages
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Item 2
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(e)
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CUSIP Number:
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37951A108
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Item 3.
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Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c)
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Not applicable.
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Item 4.
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Ownership
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The information for each reporting person contained in Items 5-11 of the cover pages is incorporated herein by reference.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not applicable.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certifications
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Not applicable.
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CUSIP No. 37951A108
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SCHEDULE 13G
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Page
8
of 9 pages
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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
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Eternal Jade Inc.
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By:
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/s/ Yongqi Zhang
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Name:
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Yongqi Zhang
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Title:
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Sole director of Eternal Jade Inc.
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Oriental Light Consulting Limited
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By:
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/s/ Xiaodong Zhang
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Name:
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Xiaodong Zhang
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Title:
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Sole director of Oriental Light Consulting Limited
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Yongqi Zhang
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/s/ Yongqi Zhang
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Xiaodong Zhang
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/s/ Xiaodong Zhang
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CUSIP No. 37951A108
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SCHEDULE 13G
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Page
9
of 9 pages
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LIST OF EXHIBITS
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Exhibit
No.
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Description
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A
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Joint Filing Agreement
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