Statement of Beneficial Ownership

 

     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Solarfun Power Holdings Co., Limited
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
83415U108
(CUSIP Number)
December 31, 2006
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

      o  Rule 13d-1(b)

      o  Rule 13d-1(c)

      þ  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 the 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 (however, see the Notes).

 
 

 

 

 

                     
CUSIP No.
 
83415U108 
  Page  
2 
  of   
7 

 

           
1   NAMES OF REPORTING PERSONS:
Cofra Holding AG
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
    000000000
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)    o
  (b)    þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Switzerland
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   15,027,312
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    15,027,312
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  15,027,312
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  6.3%**
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO
 
* *   Based on 239,994,754 ordinary shares of Solarfun Power Holdings Co., Limited outstanding immediately after the closing of Solarfun Power Holdings Co., Limited initial public offering, as disclosed by Solarfun Power Holdings Co., Limited in its filing with the Securities and Exchange Commission pursuant to Rule 424(b)(4) under the Securities Act of 1933 on December 20, 2006.

 

 

 

                     
CUSIP No.
 
83415U108 
  Page  
3 
  of   
7 

 

           
1   NAMES OF REPORTING PERSONS:
Good Energies Investments Limited
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
    000000000
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)    o
  (b)    þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Jersey, Channel Islands
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   15,027,312
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    15,027,312
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  15,027,312
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  6.3%**
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO
 
* *   Based on 239,994,754 ordinary shares of Solarfun Power Holdings Co., Limited outstanding immediately after the closing of Solarfun Power Holdings Co., Limited initial public offering, as disclosed by Solarfun Power Holdings Co., Limited in its filing with the Securities and Exchange Commission pursuant to Rule 424(b)(4) under the Securities Act of 1933 on December 20, 2006.

 

 

 

CUSIP No. 83415U108   SCHEDULE 13G   Page 4 of 7 Pages
Item 1.
  (a)   Name of Issuer:
 
      The name of the issuer is Solarfun Power Holdings Co., Limited.
 
  (b)   Address of Issuer’s Principal Executive Offices:
 
      The Company’s principal executive offices are located at 666 Linyang Road, Qidong, Jiangsu Province, 226200, People’s Republic of China.
Item 2.
  (a)   Name of Person Filing:
This statement is filed by:
  (i)   Cofra Holding AG; and
 
  (ii)   Good Energies Investments Limited
  (b)   Address of Principal Business Office or, if none, Residence:
 
      The address of the principal business office of Cofra Holding AG is Grafenauweg 10, Zug CH 6301, Switzerland.
 
      The address of the principal business office of Good Energies Investments Limited is 3rd Floor, Britannic House, 9 Hope Street, St. Helier, Jersey, JE2 3NS, the Channel Islands.
 
  (c)   Citizenship:
 
      Cofra Holding AG is a company incorporated in Switzerland.
 
      Good Energies Investments Limited is a company incorporated in Jersey, the Channel Islands.
 
  (d)   Title of Class of Securities:
 
      Ordinary Shares.

 

 

 

CUSIP No. 83415U108   SCHEDULE 13G   Page 5 of 7 Pages
  (e)   CUSIP Number: 83415U108
             
Item 3.   If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
           
 
  (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
           
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
           
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
           
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
           
 
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
           
 
  (f)   o   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
           
 
  (g)   o   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
           
 
  (h)   o   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
           
 
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
           
 
  (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
A. Cofra Holding AG
(a)   Amount beneficially owned: 15,027,312
 
(b)   Percent of class: 6.3%
 
(c)   Number of shares as to which the person has:
( i) Sole power to vote or to direct the vote: -0-
( ii) Shared power to vote or to direct the vote: 15,027,312
( iii) Sole power to dispose or to direct the disposition of: -0-
( iv) Shared power to dispose or to direct the disposition of: 15,027,312
B. Good Energies Investments Limited
(a)   Amount beneficially owned: 15,027,312
 
(b)   Percent of class: 6.3%

 

 

 

CUSIP No. 83415U108   SCHEDULE 13G   Page 6 of 7 Pages
(c)   Number of shares as to which the person has:
( i) Sole power to vote or to direct the vote: -0-
( ii) Shared power to vote or to direct the vote: 15,027,312
( iii) Sole power to dispose or to direct the disposition of: -0-
( iv) Shared power to dispose or to direct the disposition of: 15,027,312
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 the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
See Exhibit 99.1.
Item 8.   Identification and Classification of Members of the Group.
Not applicable.
Item 9.   Notice of Dissolution of Group.
Not applicable.
Item 10.   Certification.
Not applicable

 

 

 

CUSIP No. 83415U108   SCHEDULE 13G   Page 7 of 7 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 13, 2007.
COFRA HOLDING AG by
             
    /s/ H.A.S. Vellani    
         
 
  Name:   H.A.S. Vellani    
 
  Title:   Director    
GOOD ENERGIES INVESTMENTS LIMITED by
             
    /s/ Paul Andrew Bradshaw    
         
 
  Name:   Paul Andrew Bradshaw    
 
  Title:   Director    
 
Exhibit Index
     
Exhibit   Description
99.1
  Response to Item 7
99.2
  Joint Filing Agreement

 

 


 

Exhibit 99.1
The ordinary shares of Solarfun Power Holdings Co., Limited reported as beneficially owned by Cofra Holding AG in this Schedule 13G are beneficially owned, directly through Good Energies Investments Limited, which is a wholly-owned subsidiary of Cofra Holding AG.

 

 


 

Exhibit 99.2
Agreement of Joint Filing
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the ordinary shares, of Solarfun Power Holdings Co., Limited and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 13, 2007.
COFRA HOLDING AG by
             
    /s/ H.A.S. Vellani    
         
 
  Name:   H.A.S. Vellani    
 
  Title:   Director    
GOOD ENERGIES INVESTMENTS LIMITED by
             
    /s/ Paul Andrew Bradshaw    
         
 
  Name:   Paul Andrew Bradshaw    
 
  Title:   Director