SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13E-3
(Amendment No. 5)

(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3
THEREUNDER

Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934

Fushi Copperweld, Inc.

(Name of the Issuer)

Fushi Copperweld, Inc.
Green Dynasty Holdings Limited
Green Dynasty Limited
Green Dynasty Acquisition, Inc.
Li Fu
Wise Sun Investments Limited
Xin Liu
Yuyan Zhang
Abax Lotus Ltd.
Abax Global Opportunities Fund
Abax Upland Fund LLC
Abax Arhat Fund
Abax Claremont Ltd.
AGC Asia 6 Ltd.
AGC China Ltd.
Abax Global Capital
Abax Global Capital (Hong Kong) Limited
Xiang Dong Yang

(Names of Persons Filing Statement)

Common Stock, $0.006 par value per share
(Title of Class of Securities)

36113E107
(CUSIP Number of Class of Securities)

(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

Copies to:

This statement is filed in connection with (check the appropriate box):

a. £ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b. £ The filing of a registration statement under the Securities Act of 1933.

c. £ A tender offer.

d. £ None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: £

Check the following box if the filing is a final amendment reporting the results of the transaction: þ

Calculation of Filing Fee

Amount Previously Paid: $41,970
Form or Registration No.: Schedule 14A
Filing Party: Fushi Copperweld, Inc.
Date Filed: August 13, 2012

Amount Previously Paid: $13.05
Form or Registration No.: Schedule 14A
Filing Party: Fushi Copperweld, Inc.
Date Filed: October 9, 2012

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS

Introduction

This Amendment No. 5 (this “Final Amendment”) to the Rule 13E-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) is being filed with the Securities and Exchange Commission (the “SEC”) jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) Fushi Copperweld, Inc., a Nevada corporation (the “Company”), the issuer of the common stock, par value $0.006 per share (the “Common Stock”), that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Green Dynasty Holdings Limited, a Cayman Islands exempted company (“Holdco”); (c) Green Dynasty Limited, a Cayman Islands exempted company wholly owned by Holdco (“Parent”); (d) Green Dynasty Acquisition, Inc., a Nevada corporation wholly owned by Parent (“Merger Sub”); (e) Li Fu; (f) Wise Sun Investments Limited (“Wise Sun”); (g) Xin Liu; (h) Yuyan Zhang; (i) Abax Lotus Ltd. (“Abax Lotus”); (j) Abax Global Opportunities Fund (“Global Fund”); (k) Abax Upland Fund LLC (“Upland”); (l) Abax Arhat Fund (“Arhat”); (m) Abax Claremont Ltd. (“Upland Managing Member”); (n) AGC Asia 6 Ltd. (“AGC Asia 6”); (o) AGC China Ltd. (“AGC China”); (p) Abax Global Capital (“AGC”); (q) Abax Global Capital (Hong Kong) Limited (“Abax HK”); and (r) Xiang Dong Yang (together with Abax Lotus, Global Fund, Upland, Arhat, Upland Managing Member, AGC Asia 6, AGC China, AGC and Abax HK, the “Abax Parties”).

On June 28, 2012, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Holdco, Parent, and Merger Sub, providing, upon the terms and subject to the conditions thereof, for the merger of Merger Sub with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent. Prior to the effective time of the merger, each of Li Fu, Yuyan Zhang, Xin Liu, Wise Sun and Abax Lotus (collectively, the “Buyer Group”) contributed the shares of Common Stock beneficially owned by them (the “Buyer Group Shares”) to Parent in exchange for newly-issued ordinary shares of Holdco pursuant to a contribution agreement, dated June 28, 2012, among Holdco, Parent and each member of the Buyer Group (the “Rollver Transaction”). As of the Effective Time (as defined below), Parent and Merger Sub are beneficially owned by the Buyer Group.

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of this Schedule 13E-3. Except as set forth in this Final Amendment, all information in this Schedule 13E-3 remains unchanged.

All information contained in this Schedule 13E-3 concerning any of the Filing Persons has been provided by such Filing Person, and no Filing Person, including the Company, has produced any disclosure with respect to any other Filing Person.

Item 15. Additional Information.

Item 15(c) is hereby supplemented as follows:

On December 11, 2012, at 9:00 a.m. (local time), a special meeting of stockholders of the Company was held at the offices of Loeb & Loeb LLP, at 345 Park Avenue, New York, New York 10154. At the special meeting, the Company’s stockholders voted in favor of the proposal to approve the Merger Agreement. On December 26, 2012, the Company filed Articles of Merger with the Secretary of State of the State of Nevada, pursuant to which the merger became effective at 12:20 p.m. Eastern time, on December 26, 2012 (the “Effective Time”). As of the Effective Time, each outstanding share of Common Stock was converted into the right to receive $9.50 per share in cash, without interest, excluding shares held in the treasury of the Company or owned, directly or indirectly, by Parent, Holdco, Merger Sub, or any wholly-owned subsidiary of the Company immediately prior to the merger. The Buyer Group Shares were contributed to Parent prior to the Effective Time and cancelled in exchange for ownership interests in Holdco.  In addition, at the Effective Time, each outstanding option to purchase Common Stock (each, a “Company Stock Option”) granted under any equity plan of the Company, whether vested or exercisable, that was outstanding at the Effective Time was converted into the right to receive an amount in cash equal to the number of shares of Common Stock subject to such Company Stock Option multiplied by the amount by which $9.50 exceeds the exercise price per share of such Company Stock Option. Also at the Effective Time, each outstanding restricted share of Common Stock granted under any equity plan of the Company became vested in full and was converted into the right to receive $9.50 in cash.

At the Effective Time, the Company became a wholly-owned subsidiary of Parent and the separate corporate existence of Merger Sub ceased. As a result of the merger, the Company’s Common Stock ceased trading on the NASDAQ Global Select Market (“NASDAQ”) as of the open of trading on December 27, 2012 and became eligible for delisting from NASDAQ and termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Exchange Act. On December 26, 2012, NASDAQ filed an application on Form 25 with the SEC to report that the Company is no longer listed on NASDAQ. The Company intends to file a Certification and Notice of Termination on Form 15 with the SEC in order to deregister the Company’s Common Stock under the Exchange Act and suspend the Company’s reporting obligations under the Exchange Act.

Item 16. Exhibits.

________________
† Previously filed

SIGNATURES

After due inquiry and to the best knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of December 27, 2012

EXHIBIT INDEX

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† Previously filed