UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Giant Interactive Group Inc.
(Name of Issuer)
Ordinary Shares*
(Title of Class of Securities)
| 374511103** | ||
| (CUSIP 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:
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.
| * | Not for trading, but only in connection with the registration of American Depositary Shares each representing 1 ordinary share. |
| ** | This CUSIP applies to the American Depositary Shares. |
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).
| CUSIP No. 374511103 | SCHEDULE 13G | Page 2 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS/ |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| Yuzhu Shi | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| (a) | |
| (b) x | |
| 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 |
| 131,228,5401 | ||
| 6 | SHARED VOTING POWER | |
| 0 | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 131,228,540 | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 131,228,540 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 54.85%2 | |
| 12 | TYPE OF REPORTING PERSON* |
| IN |
| 1 | Includes (i) 102,000,000 ordinary shares held by Union Sky Holding Group Limited, a company owned by Mr. Yuzhu Shi; and (ii) 24,690,687 ordinary shares and 4,537,853 American Depository Shares (“ADSs”) held by Vogel Holding Group Limited, a company owned by Yuzhu Shi’s daughter, Ms. Jing Shi, for which Mr. Shi exercises sole voting and dispositive power. |
| 2 | Percentage ownership reported based on 239,252,672 shares represented by the Issuer as outstanding as of December 31, 2012, and does not include 31,920,785 ADSs repurchased by the Issuer and 1,937,169 unissued shares under the Issuer’s 2007 performance incentive plan. |
| CUSIP No. 374511103 | SCHEDULE 13G | Page 3 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS/ |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| Union Sky Holding Group Limited | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| (a) | |
| (b) x | |
| 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 |
| 102,000,000 | ||
| 6 | SHARED VOTING POWER | |
| 0 | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 102,000,000 | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 102,000,000 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 42.63%1 | |
| 12 | TYPE OF REPORTING PERSON* |
| CO |
| 1 | Percentage ownership reported based on 239,252,672 shares represented by the Issuer as outstanding as of December 31, 2012, and does not include 31,920,785 ADSs repurchased by the Issuer and 1,937,169 unissued shares under the Issuer’s 2007 performance incentive plan. |
| CUSIP No. 374511103 | SCHEDULE 13G | Page 4 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS/ |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| Vogel Holding Group Limited | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| (a) | |
| (b) x | |
| 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 |
| 29,228,540 | ||
| 6 | SHARED VOTING POWER | |
| 0 | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 29,228,540 | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 29,228,540 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 12.22%1 | |
| 12 | TYPE OF REPORTING PERSON* |
| CO |
| 1 | Percentage ownership reported based on 239,252,672 shares represented by the Issuer as outstanding as of December 31, 2012, and does not include 31,920,785 ADSs repurchased by the Issuer and 1,937,169 unissued shares under the Issuer’s 2007 performance incentive plan. |
| CUSIP No. 374511103 | SCHEDULE 13G | Page 5 of 9 Pages |
| Item 1 | (a) | Name of Issuer: |
| Giant Interactive Group Inc. (“Issuer”) | ||
| Item 1 | (b) | Address of Issuer’s Principal Executive Offices: |
| 11/F No. 3 Building, 700 Yishan Road, Shanghai, 200233, People’s Republic of China | ||
| Item 2 | (a) | Name of Person Filing: |
| Yuzhu Shi | ||
| Union Sky Holding Group Limited | ||
| Vogel Holding Group Limited | ||
| Item 2 | (b) | Address of Principal Business Office or, If None, Residence; Citizenship |
| Yuzhu Shi | ||
| c/o Giant Interactive Group Inc. | ||
| 11/F No. 3 Building | ||
| 700 Yishan Road | ||
| Shanghai, 200233 | ||
| People’s Republic of China | ||
| Union Sky Holding Group Limited | ||
| P.O. Box 957 | ||
| Offshore Incorporations Centre | ||
| Road Town, Tortola | ||
| British Virgin Islands | ||
| Vogel Holding Group Limited | ||
| P.O. Box 957 | ||
| Offshore Incorporations Centre | ||
| Road Town, Tortola | ||
| British Virgin Islands | ||
| Item 2 | (c) | Citizenship |
| Yuzhu Shi - People’s Republic of China | ||
| Union Sky Holding Group Limited - British Virgin Islands | ||
| Vogel Holding Group Limited - British Virgin Islands | ||
| Item 2 | (d) | Title of Class of Securities: |
| Ordinary shares, par value US$0.0000002 | ||
| Item 2 | (e) | CUSIP Number: |
| 374511103 |
| CUSIP No. 374511103 | SCHEDULE 13G | Page 6 of 9 Pages |
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): |
Not applicable.
| Item 4. | Ownership |
(a) Amount Beneficially Owned:
| Shared | Sole power to | |||||||||||||
| Sole power | power to | dispose or to | Shared power | |||||||||||
| Amount | to vote or | vote or | direct the | to dispose or to | ||||||||||
| beneficially | Percent | direct | to direct | disposition | direct the | |||||||||
| Reporting Person | owned: | of class: | the vote: | the vote: | of: | disposition of: | ||||||||
| Yuzhu Shi | 131,228,540 | 54.85 | % | 131,228,540 | 0 | 131,228,540 | 0 | |||||||
| ordinary | ordinary | ordinary | ||||||||||||
| shares | shares | shares | ||||||||||||
| Union Sky Holding Group Limited | 102,000,000 | 42.63 | % | 102,000,000 | 0 | 102,000,000 | 0 | |||||||
| ordinary | ordinary | ordinary | ||||||||||||
| shares | shares | shares | ||||||||||||
| Vogel Holding Group Limited | 29,228,540 | 12.22 | % | 29,228,540 | 0 | 29,228,540 | 0 | |||||||
| ordinary | ordinary | ordinary | ||||||||||||
| shares | shares | shares | ||||||||||||
Percentage ownership reported based on 239,252,672 shares represented by the Issuer as outstanding as of December 31, 2012, and does not include 31,920,785 ADSs repurchased by the Issuer and 1,937,169 unissued shares under the Issuer’s 2007 performance incentive plan.
Union Sky Holding Group Limited is the record owner of 102,000,000 ordinary shares of the Issuer. Yuzhu Shi is the sole shareholder of Union Sky Holding Group Limited, and thereby may be deemed to beneficially own all of the shares held by Union Sky Holding Group Limited.
Vogel Holding Group Limited is the record owner of 29,228,540 ordinary shares of the Issuer. Vogel Holding Group Limited is owned by Mr. Shi’s daughter, Ms. Jing Shi. However, Mr. Shi exercises sole voting power and dispositive power for the shares, and thereby may be deemed to beneficially own all of the shares held by Vogel Holding Group Limited.
| Item 5. | Ownership of Five Percent or Less of a Class |
| Not applicable. | |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
| Not applicable. | |
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
| 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. 374511103 | SCHEDULE 13G | Page 7 of 9 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. In addition, by signing below, the undersigned agrees that this Schedule 13G may be filed jointly on behalf of each of the Reporting Persons.
Dated: January 17, 2013
| Yuzhu Shi | ||
| /s/ Yuzhu Shi | ||
| Union Sky Holding Group Limited | ||
| By: | /s/ Yuzhu Shi | |
| Name: | Yuzhu Shi | |
| Title: | Director | |
| Vogel Holding Group Limited | ||
| By: | /s/ Yuzhu Shi | |
| Name: | Yuzhu Shi | |
| Title: | Authorized Signatory | |
| CUSIP No. 374511103 | SCHEDULE 13G | Page 8 of 9 Pages |
LIST OF EXHIBITS
| Exhibit No. | Description |
| A | Joint Filing Agreement |
| Page 9 of 9 Pages |
EXHIBIT A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.0000002, of Giant Interactive Group Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.
| Yuzhu Shi | ||
| /s/ Yuzhu Shi | ||
| Union Sky Holding Group Limited | ||
| By: | /s/ Yuzhu Shi | |
| Name: | Yuzhu Shi | |
| Title: | Director | |
| Vogel Holding Group Limited | ||
| By: | /s/ Yuzhu Shi | |
| Name: | Yuzhu Shi | |
| Title: | Authorized Signatory | |