Edgar Filing: Shi Yuzhu

Unassociated Document

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, 2009

(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)

	57.9%2
12	TYPE OF REPORTING PERSON*

	IN

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 226,819,007 shares represented by the Issuer as outstanding as of December 31, 2009, and does not include 34,002,085 ADSs repurchased by the Issuer and 2,289,534 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)

	45.0%1
12	TYPE OF REPORTING PERSON*

	CO

1	Percentage ownership reported based on 226,819,007 shares represented by the Issuer as outstanding as of December 31, 2009, and does not include 34,002,085 ADSs repurchased by the Issuer and 2,289,534 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)

	12.9%1
12	TYPE OF REPORTING PERSON*

	CO

1	Percentage ownership reported based on 226,819,007 shares represented by the Issuer as outstanding as of December 31, 2009, and does not include 34,002,085 ADSs repurchased by the Issuer and 2,289,534 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:

		2/F No. 29 Building, 396 Guilin 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, Res idence; Citizenship

		Yuzhu Shi
		c/o Giant Interactive Group Inc.
		2/F No. 29 Building
		396 Guilin 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

beneficially

Percent

direct

to direct

disposition

to direct the

Reporting Person

owned:

of class:

the vote:

of:

disposition of:

Yuzhu Shi

131,228,540

57.9

131,228,540

ordinary

Union Sky Holding Group Limited

102,000,000

45.0

102,000,000

ordinary

Vogel Holding Group Limited

29,228,540

12.9

29,228,540

ordinary

Percentage ownership reported based on 226,819,007 shares represented by the Issuer as outstanding as of December 31, 2009, and does not include 34,002,085 ADSs repurchased by the Issuer and 2,289,534 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 28, 2010

	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

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