UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

China Growth Equity Investment Ltd.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G2114K115
(CINS Number)
May 27, 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:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o 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).

 
 


 

                     
CINS No.
 
G2114K115 
 

 

           
1   NAMES OF REPORTING PERSONS
Fir Tree Value Master Fund, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   320,000
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    320,000
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  320,000
     
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)
   
  4.5%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
*SEE INSTRUCTIONS BEFORE FILLING OUT

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CINS No.
 
G2114K115 
 

 

           
1   NAMES OF REPORTING PERSONS
Fir Tree Capital Opportunity Master Fund, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   55,000
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    55,000
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  55,000
     
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)
   
  0.8%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
*SEE INSTRUCTIONS BEFORE FILLING OUT

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CINS No.
 
G2114K115 
 

 

           
1   NAMES OF REPORTING PERSONS
Fir Tree, Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  New York
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   375,000
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    375,000
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  375,000
     
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)
   
  5.2%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
*SEE INSTRUCTIONS BEFORE FILLING OUT

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SCHEDULE 13G
This Schedule 13G (this “Schedule 13G”) is being filed on behalf of Fir Tree Value Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Value”), Fir Tree Capital Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Capital”), and 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 Fir Tree Value and Fir Tree Capital. Fir Tree is the investment manager of each of Fir Tree Value and Fir Tree Capital. Fir Tree Value, Fir Tree Capital and Fir Tree are collectively referred to herein as the “Reporting Persons.”
Item 1(a) Name of Issuer.
China Growth Equity Investment Ltd.
Item 1(b) Address of Issuer’s Principal Executive Offices.
A12 Jianguomenwai Avenue
NCI Tower, Suite 1602
Chaoyang District, Beijing, PRC 100022
Item 2(a) Name of Person Filing.
Item 2(b) Address of Principal Business Office.
Item 2(c) Place of Organization.
Fir Tree Value Master Fund, L.P.
c/o Citco Fund Services (Cayman Islands) Limited
89 Nexus Way, Camana Bay
Box 31106
Grand Cayman KY1-1205, Cayman Islands
A Cayman Islands exempted limited partnership
Fir Tree Capital Opportunity Master Fund, L.P.
c/o Citco Fund Services (Cayman Islands) Limited
89 Nexus Way, Camana Bay
Box 31106
Grand Cayman KY1-1205, Cayman Islands
A Cayman Islands exempted limited partnership
Fir Tree, Inc.
505 Fifth Avenue
23rd Floor
New York, New York 10017
A New York corporation

 

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Fir Tree is the investment manager of each of Fir Tree Value and Fir Tree Capital, and has been granted investment discretion over portfolio investments, including the Ordinary Shares, held by Fir Tree Value and Fir Tree Capital.
Item 2(d) Title of Class of Securities.
Ordinary Shares (the “Ordinary Shares”)
Item 2(e) CINS Number.
G2114K115
Item 3 Reporting Person.
The person filing is not listed in Items 3(a) through 3(j).
Item 4 Ownership.
  (a)  
Fir Tree Value is the beneficial owner of 320,000 Ordinary Shares. Fir Tree Capital is the beneficial owner of 55,000 Ordinary Shares. Fir Tree may be deemed to beneficially own the Ordinary Shares held by Fir Tree Value and Fir Tree Capital as a result of being the investment manager of each of Fir Tree Value and Fir Tree Capital.
  (b)  
Fir Tree Value beneficially owns 320,000 Ordinary Shares, which represents approximately 4.5% of the Ordinary Shares outstanding. Fir Tree Capital beneficially owns 55,000 Ordinary Shares, which represents approximately 0.8% of the Ordinary Shares outstanding. Collectively, the Reporting Persons beneficially own 375,000 Ordinary Shares, which represents approximately 5.2% of the Common Stock outstanding. These percentages are determined by dividing the number of shares of Common Stock beneficially held by each of the Reporting Persons, by 7,187,500, the number of Ordinary Shares issued and outstanding as of May 26, 2011, as reported in the Issuer’s 424B4 Prospectus filed on May 31, 2011.
  (c)  
Fir Tree Value may direct the vote and disposition of 320,000 Ordinary Shares. Fir Tree Capital may direct the vote and disposition of 55,000 Ordinary Shares. Fir Tree has been granted investment discretion over the Ordinary Shares held by Fir Tree Value and Fir Tree Capital, and thus, has the shared power to direct the vote and disposition of 375,000 Ordinary Shares.
Item 5 Ownership of Five Percent or Less of a Class.
Inapplicable.

 

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Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Inapplicable.
Item 7 
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
Inapplicable.
Item 8 Identification and Classification of Members of the Group.
Inapplicable.
Item 9 Notice of Dissolution of Group.
Inapplicable.
Item 10 Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

 

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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: June 6, 2011
                 
    FIR TREE VALUE MASTER FUND, L.P.    
 
               
    By:   FIR TREE, INC., its Manager    
 
               
 
      By:   /s/ Jeffrey Tannenbaum    
 
               
 
          Name: Jeffrey Tannenbaum    
 
          Title: President    
 
               
    FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P.    
 
               
    By:   FIR TREE, INC., its Manager    
 
               
 
      By:   /s/ Jeffrey Tannenbaum    
 
               
 
          Name: Jeffrey Tannenbaum    
 
          Title: President    
 
               
    FIR TREE, INC.    
 
               
    By:   /s/ Jeffrey Tannenbaum    
             
        Name: Jeffrey Tannenbaum
   
        Title: President    

 

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EXHIBIT 1
JOINT FILING AGREEMENT
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 issued by China Growth Equity Investment Ltd., a Cayman Islands limited life exempted company, 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
June 6, 2011.
                 
    FIR TREE VALUE MASTER FUND, L.P.    
 
               
    By:   FIR TREE, INC., its Manager    
 
               
 
      By:   /s/ Jeffrey Tannenbaum    
 
               
 
          Name: Jeffrey Tannenbaum    
 
          Title: President    
 
               
    FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P.    
 
               
    By:   FIR TREE, INC., its Manager    
 
               
 
      By:   /s/ Jeffrey Tannenbaum    
 
               
 
          Name: Jeffrey Tannenbaum    
 
          Title: President    

 

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    FIR TREE, INC.    
 
               
    By:   /s/ Jeffrey Tannenbaum    
             
        Name: Jeffrey Tannenbaum    
        Title: President    

 

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