UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 1)*
ENERGROUP
HOLDINGS CORPORATION
(NAME
OF
ISSUER)
Common
Stock, par value $0.001 per share
(TITLE
OF
CLASS OF SECURITIES)
29268R20-5
(CUSIP
NUMBER)
Shi
Huashan
No.
9 Xinyi Street, Ganjingzi District
Dalian
City, Liaoning Province, PRC 116039
(NAME,
ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
December
31, 2007
(DATE
OF
EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.
o
*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 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.
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1
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Name
of Reporting Persons
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SHINE
GOLD HOLDINGS LIMITED
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I.R.S.
Identification No. of Above
Person
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2
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Check
the Appropriate Box if Member of a Group*
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(a)
o
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(b)
o
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3
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SEC
Use Only
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4
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Source
of Funds*
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OO
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5
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Check
box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d)
or 2(e)
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o
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6
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Citizenship
or Place of Organization
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7
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Sole
Voting Power
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Number
of
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8
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Shared
Voting Power
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Shares
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Beneficially
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Owned
by
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9
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Sole
Dispositive Power
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Each
Reporting
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Person
With
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10
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Shared
Dispositive Power
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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12
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Check
box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
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N/A
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o
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13
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Percent
of Class Represented by Amount in Row (11)
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14
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Type
of Reporting Person
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PERSON
2
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1
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Name
of Reporting Persons
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I.R.S.
Identification No. of Above
Person
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2
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Check
the Appropriate Box if Member of a Group*
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(a)
o
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(b)
o
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3
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SEC
Use Only
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4
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Source
of Funds*
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OO
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5
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Check
box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d)
or 2(e)
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o
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6
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Citizenship
or Place of Organization
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7
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Sole
Voting Power
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Number
of
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8
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Shared
Voting Power
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Shares
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Beneficially
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Owned
by
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9
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Sole
Dispositive Power
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Each
Reporting
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Person
With
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10
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Shared
Dispositive Power
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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12
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Check
box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
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N/A
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o
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13
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Percent
of Class Represented by Amount in Row (11)
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14
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Type
of Reporting Person
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PERSON
3
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1
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Name
of Reporting Persons
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I.R.S.
Identification No. of Above
Person
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2
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Check
the Appropriate Box if Member of a Group*
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(a)
o
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(b)
o
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3
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SEC
Use Only
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4
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Source
of Funds*
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OO
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5
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Check
box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d)
or 2(e)
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o
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6
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Citizenship
or Place of Organization
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7
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Sole
Voting Power
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Number
of
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8
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Shared
Voting Power
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Shares
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Beneficially
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Owned
by
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9
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Sole
Dispositive Power
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Each
Reporting
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Person
With
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10
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Shared
Dispositive Power
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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12
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Check
box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
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N/A
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o
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13
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Percent
of Class Represented by Amount in Row (11)
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14
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Type
of Reporting Person
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PERSON
4
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1
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Name
of Reporting Persons
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I.R.S.
Identification No. of Above
Person
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2
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Check
the Appropriate Box if Member of a Group*
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(a)
o
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(b)
o
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3
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SEC
Use Only
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4
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Source
of Funds*
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OO
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5
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Check
box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d)
or 2(e)
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o
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6
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Citizenship
or Place of Organization
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7
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Sole
Voting Power
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Number
of
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8
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Shared
Voting Power
|
Shares
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Beneficially
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Owned
by
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9
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Sole
Dispositive Power
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Each
Reporting
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Person
With
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10
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Shared
Dispositive Power
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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12
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Check
box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
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N/A
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o
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13
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Percent
of Class Represented by Amount in Row (11)
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14
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Type
of Reporting Person
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PERSON
5
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1
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Name
of Reporting Persons
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SHINY
SNOW HOLDINGS
LIMITED
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I.R.S.
Identification No. of Above
Person
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2
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Check
the Appropriate Box if Member of a Group*
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(a)
o
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(b)
o
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3
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SEC
Use Only
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4
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Source
of Funds*
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OO
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5
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Check
box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d)
or 2(e)
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o
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6
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Citizenship
or Place of Organization
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7
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Sole
Voting Power
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Number
of
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8
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Shared
Voting Power
|
Shares
|
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|
Beneficially
|
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Owned
by
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9
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Sole
Dispositive Power
|
Each
Reporting
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Person
With
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10
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Shared
Dispositive Power
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11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
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12
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Check
box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
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N/A
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o
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13
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Percent
of Class Represented by Amount in Row (11)
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14
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Type
of Reporting Person
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1
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Name
of Reporting Persons
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I.R.S.
Identification No. of Above
Person
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2
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Check
the Appropriate Box if Member of a Group*
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(a)
o
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(b)
o
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3
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SEC
Use Only
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4
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Source
of Funds*
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OO
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5
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Check
box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d)
or 2(e)
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o
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6
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Citizenship
or Place of Organization
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7
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Sole
Voting Power
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Number
of
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8
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Shared
Voting Power
|
Shares
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Beneficially
|
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Owned
by
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9
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Sole
Dispositive Power
|
Each
Reporting
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Person
With
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10
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Shared
Dispositive Power
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11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
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12
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Check
box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
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N/A
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o
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13
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Percent
of Class Represented by Amount in Row (11)
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14
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Type
of Reporting Person
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PERSON
7
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1
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Name
of Reporting Persons
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I.R.S.
Identification No. of Above
Person
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2
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Check
the Appropriate Box if Member of a Group*
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(a)
o
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(b)
o
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3
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SEC
Use Only
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4
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Source
of Funds*
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5
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Check
box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d)
or 2(e)
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o
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6
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Citizenship
or Place of Organization
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PEOPLE’S
REPUBLIC OF
CHINA
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7
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Sole
Voting Power
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Number
of
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8
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Shared
Voting Power
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Shares
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Beneficially
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Owned
by
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9
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Sole
Dispositive Power
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Each
Reporting
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Person
With
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10
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Shared
Dispositive Power
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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12
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Check
box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
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N/A
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o
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13
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Percent
of Class Represented by Amount in Row (11)
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14
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Type
of Reporting Person
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(1)
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Mr.
Huashan is deemed to be a “beneficial owner” of the 14,688,948 shares (the
“Shares”) held by Shine Gold Holdings Limited, Smart Beat Limited and
Shiny Snow Holdings Limited (the “Shi Family Companies”), collectively, in
accordance with Rule 13d-3(b) of the Securities Exchange Act of
1934. Mr.
Huashan and certain of his 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, members of 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.
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SCHEDULE
13D
This
Amendment No. 1 to Schedule 13D amends and supplements certain Items of Schedule
13D (the “Schedule 13D”) filed on January 11, 2008 by Shine Gold Holdings
Limited, a company organized under the laws of the British Virgin Islands
(“Shine Gold”), Chong Shun, the director of Shine Gold, Smart Beat Limited, a
company organized under the laws of the British Virgin Islands (“Smart Beat”),
Wei Meirong, the director of Smart Beat, Shiny Snow Holdings Limited, a company
organized under the laws of the British Virgin Islands (“Shiny Snow,” and
together with Shine Gold and Smart Beat, the “Shi Family Companies”), Kuo Ching
Wan Amy, the director of Shiny Snow, and Shi Huashan (collectively, the
“Reporting Persons”), relating to the common stock, par value $0.001 per share
(the “Common Stock”) of Energroup Holdings Corporation, a Nevada corporation
(the “Company”). Except as otherwise disclosed herein there has been no change
in the information previously reported on Schedule 13D.
ITEM
3. Source of Amount of Funds or Other Compensation
Item
3 is
hereby restated in its entirety as follows:
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 wife, 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.
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.
Dated:
February 4,
2008
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/s/
Chong
Shun
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Shine
Gold Holdings Limited
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
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
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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