ITEM
1. Security and Issuer
This
Schedule 13D relates to the common stock, par value $0.001 per share
(the
“Common Stock”) of ENERGROUP HOLDINGS CORPORATION, a Nevada corporation (the
“Company”). The address of the Company’s principal executive office is No. 9 Xin
Yi Street, Ganjingzi District, Dalian City, Liaoning Province, PRC
116039.
ITEM
2. Identity and Background
This
Schedule 13D is being filed on behalf of Shine Gold Holdings Limited,
a company
organized under the laws of the British Virgin Islands (“Shine Gold”), Chong
Shun, the director of Shine Gold and a citizen of Hong Kong, on behalf
of
himself, Smart Beat Limited, a company organized under the laws of the
British
Virgin Islands (“Smart Beat”), Wei Meirong, the director of Smart Beat and a
citizen of Hong Kong, on behalf of himself, Shiny Snow Holdings Limited,
a
company organized under the laws of the British (“Shiny Snow,” and together with
Shine Gold and Smart Beat, the “Shi Family Companies), Kuo Ching Wan Amy, the
director of Shiny Snow and a citizen of Hong Kong, on behalf of himself,
and Shi
Huashan, the Chief Executive Officer of the Company and a citizen of
the
People’s Republic of China, on behalf of himself.
The
persons named in this paragraph are sometimes referred to individually
herein as
a “Reporting Person” and collectively as the “Reporting Persons.”
The
Shi
Family Companies are holding companies. The address for the Reporting
Persons is
No. 9 Xin Yi Street, Ganjingzi District, Dalian City, Liaoning Province,
PRC
116039.
During
the past five years, the Reporting Persons have not been convicted in
a criminal
proceeding (excluding traffic violations and similar misdemeanors).
During
the past five years, the Reporting Persons have not been a party to a
civil
proceeding of a judicial or administrative body of competent jurisdiction
and as
a result of such proceeding was or is subject to a judgment, decree or
final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with
respect to such laws.
ITEM
3. Source of Amount of Funds or Other Compensation
On
December 31, 2007, the Company entered into a share exchange agreement
(the
“Exchange Agreement”) with Precious Sheen Investments Limited, a company
organized under the laws of the British Virgin Islands (“PSI”) and the
stockholders of PSI. As stockholders of PSI, the Reporting Persons acquired
shares of the Company in the share exchange transaction.
Pursuant
to the Exchange Agreement, the Company exchanged an aggregate of 16,850,000
shares of its common stock for all of the outstanding common stock of
PSI.
Following the closing of the Exchange Agreement, (i) there were 21,136,391
shares of the Company’s common stock outstanding, (ii) PSI became a wholly-owned
subsidiary of the Company, and (iii) the stockholders of PSI owned approximately
79.72% of the Company’s issued and outstanding shares.
Because
the stockholders of PSI obtained control of the Company, the exchange
of shares
was accounted for as a reverse acquisition under the purchase method
of
accounting, with PSI being treated as the continuing entity. In the reverse
acquisition, the Company issued 10,690,668 shares of the Company’s common stock
to Shine Gold in exchange for 6,348 shares of PSI’s common stock, 2,049,390
shares of the Company’s common stock to Smart Beat in exchange for 1,216 shares
of PSI’s common stock and 1,948,890 shares of the Company’s common stock to
Shiny Snow in exchange for 1,157 shares of PSI’s common stock. In the aggregate,
the Company issued 14,688,948 shares of the Company’s common stock to the Shi
Family Companies for 8,721 shares of PSI’s common stock.
Mr.
Huashan may be deemed to be a “beneficial owner” of the 14,688,948 shares (the
“Shares”) held by the Shi Family Companies, collectively, in accordance with
Rule 13d-3(b) of the Securities Exchange Act of 1934. Mr. Huashan, his
daughter,
Shi Jing, and his daughter-in-law, Ma Fengqin, are the shareholders of
Shine
Gold. Mr. Huashan’s sister, Shi Yu Gui, is the sole shareholder of Smart Beat
and Mr. Huashan’s sister, Shi Chun Hua, is the sole shareholder of Shiny Snow.
Mr. Huashan and the above-mentioned relatives (the “Shi Family”) have entered
into trust agreements with three non-PRC individuals, under which the
non-PRC
individuals shall hold the shares of the Shi Family Companies as trustees
for
the benefit of the Shi Family. The natural persons with voting power
and
investment power on behalf of the Shi Family Companies are (i) Chong Shun,
(ii) Kuo Ching Wan Amy, and (iii) Wey Meirong, respectively (collectively,
the “Trustees”). As beneficiaries of the trust arrangements, Mr. Huashan
and the Shi Family have only economic rights with respect to the shares
held by the Shi Family Companies. Mr. Huashan and the Shi Family hereby
disclaim beneficial ownership except to the extent of their pecuniary
interest
in the Company shares held by the Shi Family Companies.
A
copy of
the Exchange Agreement is referenced herein as an exhibit and incorporated
by
reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on
January 7, 2008.
The
Reporting Persons acquired the Shares as former holders of PSI common
stock
pursuant to this reverse acquisition.
ITEM
4. Purpose of Transaction
The
purpose of the transactions were to carry out the reverse acquisition
described
in Item 3 of this Schedule 13D, which is hereby incorporated by reference.
The
issuance of the Shares to the Reporting Persons was approved by the Board
of
Directors of the Company.
The
Reporting Persons may in the future directly acquire shares of Common
Stock in
open market or private transactions, block purchases or otherwise. The
Reporting
Persons may continue to hold or dispose of all or some of the securities
reported herein from time to time, in each case in open market or private
transactions, block sales or purchases or otherwise, subject to compliance
with
applicable law. Other than as set forth herein, the Reporting Persons
have no
plans or proposals which relate to, or could result in, any of the matters
referred to in paragraphs (b), (c), (e) through (j), inclusive, of Item
4 of the
Schedule 13D. The Reporting Persons may, at any time and from time to
time,
review or reconsider their position and formulate plans or proposals
with
respect thereto, but has no present intention of doing so.
ITEM
5. Interest in Securities of the Issuer
(a)
The
aggregate number and percentage of class of securities identified pursuant
to
Item 1 beneficially owned by each Reporting Person named in Item 2 may
be found
in rows 11 and 13 of the Cover Pages relating to each of the Reporting
Persons,
which hereby is incorporated by reference. Applicable percentages are
based upon
21,136,391 shares of common stock outstanding as of January 1,
2008.
(b)
The
powers that the Reporting Persons identified in the preceding paragraph
have
relative to the shares discussed herein may be found in rows 7 through
10 of the
Cover Pages relating to each of the Reporting Persons, which hereby is
incorporated by reference.
(c)
All
transactions in the class of securities reported on effected by any of
the
persons named in Item 5(a) during the past 60 days may be found in Item
3.
(d)
Not
applicable.
(e)
Not
applicable.
ITEM
6. Contracts, Arrangements, Understandings or Relationships with Respect
to
Securities of the Issuer.
To
the
best of the knowledge of each Reporting Person, other than as described
in this
Schedule 13D, the Reporting Persons have no contracts, arrangements,
understandings or relationships with any other person with respect to
any
securities of the Issuer.
ITEM
7. Material to be Filed as Exhibits
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(1)
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Joint
Filing Agreement attached hereto as Exhibit A.
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(2)
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Share
Exchange Agreement dated December 31, 2007, by and among PSI,
the
shareholders of PSI and the Company, incorporated herein by
reference to
Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 7,
2008.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete
and
correct.
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/s/
Chong Shun
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Shine
Gold Holdings Limited
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By:
Chong Shun, Director
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/s/
Chong Shun
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Chong
Shun, an individual
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/s/
Wei Meirong
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Smart
Beat Limited
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By:
Wei Meirong, Director
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/s/
Wei Meirong
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Wei
Meirong, an individual
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/s/
Kuo Ching Wan Amy
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Shiny
Snow Holdings Limited
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By:
Kuo Ching Wan Amy, Director
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/s/
Kuo Ching Wan Amy
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Kuo
Ching Wan Amy, an individual
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/s/
Shi Huashan
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Shi
Huashan, an individual
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EXHIBIT
A
JOINT
FILING AGREEMENT
PURSUANT
TO RULE 13d-1(k)(1)
The
undersigned acknowledge and agree that the foregoing statement of Schedule
13D
is filed on behalf of each of the undersigned and that all subsequent
amendments
to this Schedule 13D shall be filed on behalf of each of the undersigned
without
the necessity of filing additional joint filing agreements. The undersigned
acknowledge that each shall be responsible for the timely filing of such
amendments, and the completeness and accuracy of the information concerning
it
contained therein, but shall not be responsible for the completeness
and
accuracy of the information concerning the others, except to the extent
that it
knows or has reason to believe that such information is inaccurate.
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/s/
Chong Shun
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Shine
Gold Holdings Limited
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By:
Chong Shun, Director
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/s/
Chong Shun
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Chong
Shun, an individual
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/s/
Wei Meirong
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Smart
Beat Limited
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By:
Wei Meirong, Director
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/s/
Wei Meirong
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Wei
Meirong, an individual
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/s/
Kuo Ching Wan Amy
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Shiny
Snow Holdings Limited
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By:
Kuo Ching Wan Amy, Director
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/s/
Kuo Ching Wan Amy
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Kuo
Ching Wan Amy, an individual
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/s/
Shi Huashan
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Shi
Huashan, an individual
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