Amended Statement of Ownership (sc 13g/a)
February 14 2013 - 9:46AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
13G/A
(Amendment No. 1)
(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 RULE 13d-2(b)
China Growth
Equity Investment Ltd.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G2114K107
(CINS Number)
December 31, 2012
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x
Rule 13d-1(b)
¨
Rule 13d-1(c)
¨
Rule 13d-1(d)
13G/A
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fir Tree, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
¨
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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
New York
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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
475,000
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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
475,000
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
475,000
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10
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CHECK BOX 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
7.6%
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12
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TYPE OF REPORTING
PERSON*
IA, CO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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2
SCHEDULE 13G/A
This Amendment No. 1 to the Schedule 13G (this “Amendment”) is being filed on behalf of Fir Tree, Inc., a New York
corporation (“Fir Tree”), relating to Ordinary Shares (the “Ordinary Shares”), of China Growth Equity Investment Ltd., a Cayman Islands limited life exempted company (the “Issuer”), purchased by certain private
investment funds for which Fir Tree serves as the investment manager (the “Funds”).
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Item 1(a)
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Name of Issuer.
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China
Growth Equity Investment Ltd.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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CN11 Legend Town
No. 1 Balizhuangdongli, Chaoyang District
Beijing, 100025, PRC
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Item 2(a)
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Name of Person Filing.
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Item 2(b)
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Address of Principal Business Office.
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Item 2(c)
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Place of Organization.
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Fir Tree, Inc.
505 Fifth Avenue
23
rd
Floor
New York, New York 10017
A New York corporation
Fir Tree is the investment manager of the Funds, and has been granted
investment discretion over portfolio investments, including the Ordinary Shares, held by the Funds.
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Item 2(d)
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Title of Class of Securities.
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Ordinary Shares (the “Ordinary Shares”)
G2114K107
Fir
Tree is an investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
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(a)
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Fir Tree may be deemed to beneficially own the 475,000 Ordinary Shares held by the Funds as a result of being the investment manager of the Funds.
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3
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(b)
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Fir Tree beneficially owns 475,000 Ordinary Shares held by the Funds, which represents approximately 7.6% of the Common Stock outstanding. This percentage is determined
by dividing the number of shares Ordinary Shares beneficially held by Fir Tree, by 6,250,000, the number of Ordinary Shares issued and outstanding as of November 14, 2012, as reported in the Issuer’s Form 10-Q filed on January 22,
2013.
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(c)
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Fir Tree has been granted investment discretion over the Ordinary Shares held by the Funds, and thus, has the shared power to direct the vote and disposition of 475,000
Ordinary Shares.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Inapplicable.
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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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Inapplicable.
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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Inapplicable.
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Item 8
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Identification and Classification of Members of the Group.
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Inapplicable.
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Item 9
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Notice of Dissolution of Group.
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Inapplicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
4
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.
Date: February 14, 2013
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FIR TREE INC.
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By:
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/s/ James Walker
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Name: James Walker
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Title: Managing Director
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5
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