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. 1)*
| Daqo New Energy Corp. |
(Name of Issuer)
| Ordinary Shares |
(Title of Class of Securities)
| G26583 107 |
(CUSIP Number)
| December 31, 2011 |
(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)
| CUSIP NO. G26583 107 | 13G | Page 2 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON
Daoli Guo | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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
4,480,416 ordinary shares held by Instantup Investments Limited (“Instantup”), a British Virgin Islands company jointly owned and controlled by Daoli Guo and Heping Chen. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,480,416 ordinary shares held by Instantup. | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,480,416 shares | |||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5% | |||||
| 12 |
TYPE OF REPORTING PERSON
IN | |||||
| CUSIP NO. G26583 107 | 13G | Page 3 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON
Heping Chen | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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
4,480,416 ordinary shares held by Instantup. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,480,416 ordinary shares held by Instantup. | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,480,416 shares | |||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5% | |||||
| 12 |
TYPE OF REPORTING PERSON
IN | |||||
| CUSIP NO. G26583 107 | 13G | Page 4 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON
Instantup Investments Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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
4,480,416 ordinary shares. Daoli Guo and Heping Chen, as the joint shareholder of Instantup, may also be deemed to have shared voting power with respect to these ordinary shares held by Instantup. | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
4,480,416 ordinary shares. Daoli Guo and Heping Chen, as the joint shareholder of Instantup, may also be deemed to have shared dispositive power with respect to these ordinary shares held by Instantup. | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,480,416 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
2.5% | |||||
| 12 |
TYPE OF REPORTING PERSON
CO | |||||
| CUSIP NO. G26583 107 | 13G | Page 5 of 8 Pages |
| ITEM 1 | (a). |
NAME OF ISSUER: | ||||||||||
| Daqo New Energy Corp. | ||||||||||||
| ITEM 1 | (b). |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: | ||||||||||
| 666 Longdu Avenue Wanzhou, Chongqing 404000 People’s Republic of China |
||||||||||||
| ITEM 2 | (a). |
NAME OF PERSON FILING: | ||||||||||
| Daoli Guo
Heping Chen
Instantup Investments Limited |
||||||||||||
| ITEM 2 | (b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: | ||||||||||
| For all Reporting Persons:
c/o 66 Xinzhong Road Xinba, Yangzhong, Jiangsu Province People’s Republic of China |
||||||||||||
| ITEM 2 | (c) |
CITIZENSHIP: | ||||||||||
| Daoli Guo - People’s Republic of China. Heping Chen - People’s Republic of China.
The place of organization of Instantup Investments Limited is the British Virgin Islands. |
||||||||||||
| ITEM 2 | (d). |
TITLE OF CLASS OF SECURITIES: | ||||||||||
| Ordinary Shares | ||||||||||||
| ITEM 2 | (e). |
CUSIP NUMBER: | ||||||||||
| G26583 107 | ||||||||||||
| ITEM 3. | Not Applicable | |||||||||||
| CUSIP NO. G26583 107 | 13G | Page 6 of 8 Pages |
| ITEM 4. | OWNERSHIP: | |||||||||
| The following information with respect to the ownership of the ordinary shares of Daqo New Energy Corp. (the “Ordinary Shares”) by the reporting persons is provided as of December 31, 2011: | ||||||||||
| 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: |
||||||||||||||||||
| Daoli Guo |
4,480,416 | 2.5 | % | 0 | 4,480,416 | 0 | 4,480,416 | |||||||||||||||||
| Heping Chen |
4,480,416 | 2.5 | % | 0 | 4,480,416 | 0 | 4,480,416 | |||||||||||||||||
| Instantup Investments Limited |
4,480,416 | 2.5 | % | 4,480,416 | 0 | 4,480,416 | 0 | |||||||||||||||||
| Instantup is the registered holder of 4,480,416 Ordinary Shares. Daoli Guo and Heping Chen are the ultimate joint shareholders of Instantup. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Daoli Guo and Heping Chen may be deemed to jointly beneficially own all of the Ordinary Shares held by Instantup. | ||||||||||
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: | |||||||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person had ceased to be the beneficial owner of more than five percent of the class of securities, check the following x. | ||||||||||
| 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: | |||||||||
| Not applicable | ||||||||||
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP: | |||||||||
| Not applicable | ||||||||||
| ITEM 10. | CERTIFICATIONS: | |||||||||
| Not applicable | ||||||||||
| CUSIP NO. G26583 107 | 13G | Page 7 of 8 Pages |
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, 2012
| Daoli Guo | /s/ Daoli Guo | |
| Name: Daoli Guo | ||
| Heping Chen | /s/ Heping Chen | |
| Name: Heping Chen | ||
| Instantup Investments Limited | /s/ Daoli Guo | |
| Name: Daoli Guo | ||
| Title: Director | ||
| CUSIP NO. G26583 107 | 13G | Page 8 of 8 Pages |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| A | Joint Filing Agreement | |