*
|
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.
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Tianfu Yang
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): N/A
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
BK, OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People's Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
7,000,000
|
8.
|
SHARED VOTING POWER
2,633,354
|
|
9.
|
SOLE DISPOSITIVE POWER
7,000,000
|
|
10.
|
SHARED DISPOSITIVE POWER
12,695,384
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,695,384
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
40.62%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IN
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Hero Wave Investments Limited
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): N/A1
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
the British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
2,633,354
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
12,695,384
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,695,384
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.62%
|
14.
|
TYPE OF REPORTING PERSON
CO
|
1
|
Hero Wave Investments Limited is incorporated in the British Virgin Islands and does not have an I.R.S. Identification Number.
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Tianfu Investments Limited
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): N/A2
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
the Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
0
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
12,695,384
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,695,384
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
40.62%
|
|
14.
|
TYPE OF REPORTING PERSON
|
CO
|
2
|
Tianfu Investments Limited is incorporated in the Cayman Islands and does not have an I.R.S. Identification Number.
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Tech Full Electric Company Limited
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): N/A3
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
BK, OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
the Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
0
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
12,695,384
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,695,384
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.62%
|
14.
|
TYPE OF REPORTING PERSON
CO
|
3
|
Tech Full Electric Company Limited is incorporated in the Cayman Islands and does not have an I.R.S. Identification Number.
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Abax Lotus Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
OO, AF
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,225,553 (See Item 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,225,553 (See Item 5)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,225,553 (See Item 5)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
x
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
|
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Abax Nai Xin A Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
OO, AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
466,467 (See Item 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
466,467 (See Item 5)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,467 (See Item 5)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
x (See Item 5)
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5% (See Item 5)
|
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Abax Global Opportunities Fund
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
OO, AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands, British West Indies
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,692,020 (See Item 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,692,020 (See Item 5)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,020 (See Item 5)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
¨ (See Item 5)
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11)
5.4% (See Item 5)
|
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Abax Upland Fund LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
OO, AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,692,020 (See Item 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,692,020 (See Item 5)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,020 (See Item 5)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
¨ (See Item 5)
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5)
|
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Abax Arhat Fund
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
OO, AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,692,020 (See Item 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,692,020 (See Item 5)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,020 (See Item 5)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
¨ (See Item 5)
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5)
|
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Abax Claremont Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
OO, AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands, British West Indies
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,692,020 (See Item 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,692,020 (See Item 5)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,020 (See Item 5)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
¨ (See Item 5)
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5)
|
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Abax Global Capital
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
OO, AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands, British West Indies
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,692,020 (See Item 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,692,020 (See Item 5)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,020 (See Item 5)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
¨ (See Item 5)
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5)
|
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Abax Global Capital (Hong Kong) Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
OO, AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Hong Kong, SAR
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,692,020 (See Item 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,692,020 (See Item 5)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,692,020 (See Item 5)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5)
|
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Xiang Dong Yang
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,692,020 (See Item 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,692,020 (See Item 5)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,020 (See Item 5)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5)
|
14.
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: AGC Asia 5 Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
OO, AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
0 (See Item 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
o
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (See Item 5)
|
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Prosper Expand Ltd.
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
OO, AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
0 (See Item 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
o
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (See Item 5)
|
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Abax Emerald Ltd.
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
OO, AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
0 (See Item 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
o
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (See Item 5)
|
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Tianli Yang
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): N/A
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
BK, OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
The People's Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
N/A
|
8.
|
SHARED VOTING POWER
500,000
|
|
9.
|
SOLE DISPOSITIVE POWER
N/A
|
|
10.
|
SHARED DISPOSITIVE POWER
500,000
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 (See Item 5)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
x (See Item 5)
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.60%
|
14.
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Sea Giant Investments Limited
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): N/A
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
BK, OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
The British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
N/A
|
8.
|
SHARED VOTING POWER
500,000
|
|
9.
|
SOLE DISPOSITIVE POWER
N/A
|
|
10.
|
SHARED DISPOSITIVE POWER
500,000
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 (See Item 5)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
x (See Item 5)
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.60%
|
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Zedong Xu
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): N/A
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
BK, OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
The People's Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
N/A
|
8.
|
SHARED VOTING POWER
350,000
|
|
9.
|
SOLE DISPOSITIVE POWER
N/A
|
|
10.
|
SHARED DISPOSITIVE POWER
350,000
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000 (See Item 5)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
x (See Item 5)
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.12%
|
14.
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Victory Lake Investments Limited
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): N/A
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
BK, OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
The British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
N/A
|
8.
|
SHARED VOTING POWER
350,000
|
|
9.
|
SOLE DISPOSITIVE POWER
N/A
|
|
10.
|
SHARED DISPOSITIVE POWER
350,000
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000 (See Item 5)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
x (See Item 5)
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.12%
|
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Suofei Xu
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): N/A
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
BK, OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
The People's Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
N/A
|
8.
|
SHARED VOTING POWER
400,000
|
|
9.
|
SOLE DISPOSITIVE POWER
N/A
|
|
10.
|
SHARED DISPOSITIVE POWER
400,000
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 (See Item 5)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
CERTAIN SHARES
|
|
x (See Item 5)
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.28%
|
14.
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Braod Globe Investments Limited
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): N/A
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
The British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
N/A
|
8.
|
SHARED VOTING POWER
400,000
|
|
9.
|
SOLE DISPOSITIVE POWER
N/A
|
|
10.
|
SHARED DISPOSITIVE POWER
400,000
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 (See Item 5)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x (See Item 5)
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.28%
|
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Lanxiang Gao
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): N/A
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
The People's Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
N/A
|
8.
|
SHARED VOTING POWER
120,010
|
|
9.
|
SOLE DISPOSITIVE POWER
N/A
|
|
10.
|
SHARED DISPOSITIVE POWER
120,010
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,010 (See Item 5)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x (See Item 5)
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.38%
|
14.
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Acme Winner Group Limited
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): N/A
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
|
(b) ¨
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
BK, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
The British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
N/A
|
8.
|
SHARED VOTING POWER
120,010
|
|
9.
|
SOLE DISPOSITIVE POWER
N/A
|
|
10.
|
SHARED DISPOSITIVE POWER
120,010
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,010 (See Item 5)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x (See Item 5)
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.38%
|
14.
|
TYPE OF REPORTING PERSON
CO
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background
|
(a) – (c)
|
This statement is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the transaction described in Item 4 of this statement.
|
|
With respect to Mr. Tianfu Yang, Hero Wave, Tech Full and the Original Abax Parties, this statement also amends and, with respect to certain information set forth herein, supersedes the Original Joint 13D.
|
|
With respect to Mr. Tianfu Yang and Hero Wave, this statement also amends and, with respect to certain information set forth herein, supersedes the Original Founder 13D.
|
|
With respect to the Original Abax Parties, this statement amends and, with respect to certain information set forth herein, supersedes the Original Abax 13D.
|
|
Unless otherwise stated herein, each of the Original Joint 13D, the Original Founder 13D and the Original Abax 13D as previously amended remains in full force and effect.
|
|
Except as expressly otherwise set forth in this statement, each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by any other Reporting Person or any other person. The agreement between the Reporting Persons relating to the joint filing of this statement is attached hereto as Exhibit 7.01. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).
|
|
Mr. Tianfu Yang is chairman of the board of directors and chief executive officer of the Company, sole director of Hero Wave, sole director of Tianfu Investments and sole director of Tech Full. Mr. Tianfu Yang’s business address is Xi Yuan 17-5, Wan Cheng Hua Fu, Wan Liu Xi Lu, Hai Dian Qu, Beijing, China 100089.
|
|
Hero Wave is a British Virgin Islands investment holding company whose registered address is at P.O. Box 957, Offshore Incorporations Centre, Road Town, British Virgin Islands.
|
|
Tianfu Investments is a Cayman Islands investment holding company whose registered address is at Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands.
|
|
Tech Full is a Cayman Islands investment holding company whose registered address is the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
|
|
Each Abax Person’s (as defined below) and each Abax Party’s business address is Two International Finance Centre, Suite 6708, 67/F, 8 Finance Street, Central, Hong Kong.
|
|
Global Fund is the sole shareholder of Abax Lotus, Abax Emerald and Abax Nai Xin. Arhat and Upland together hold 100% of the Global Fund. AGC is the managing shareholder of Arhat and sole shareholder of Abax HK while Upland Managing Member is the managing member of Upland. AGC is the investment manager to Prosper. Abax HK is the investment advisor to AGC, Arhat, Upland, the Global Fund and AGC Asia 5 and is an asset manager focused on Asian private and public investments with an emphasis on Greater China. Abax HK is also the investment advisor to Abax Genesis Capital which acts as the investor manager of AGC Asia 5.
|
Mr. Xiang Dong Yang is the ultimate controlling person of AGC and Upland Managing Member and may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all shares of Common Stock that are owned beneficially and directly by Abax Nai Xin and Abax Lotus. Mr. Xiang Dong Yang is the ultimate controlling shareholder of Abax HK. Each of Arhat, Upland, AGC, Upland Managing Member, Abax HK, the Global Fund and Mr. Xiang Dong Yang disclaims beneficial ownership of such shares for all other purposes.
|
|
The name, title, present principal occupation or employment of each of the directors and executive officers of each Abax Party, each of which is an “Abax Person” is set forth below:
|
Name
|
Occupation/Position
|
Entity
|
||
Mr. Xiang Dong Yang
|
President, Chief Investment Officer and Director
|
Abax HK and AGC
|
||
Mr. Frank Feng Qian
|
Chief Risk Officer and Director
|
Abax HK and AGC
|
||
Mr. William Hoi Hin Chan
|
Managing Director
|
Abax HK and AGC
|
||
Mr. John Lu Goh
|
Managing Director
|
Abax HK and AGC
|
||
Mr. Richard Yee
|
|
General Counsel and Compliance Officer
|
|
Abax HK and AGC
|
Name
|
Occupation/Position
|
|
Mrs. Hope Ni
|
Director
|
|
Mr. Chin Tien Huang
|
Director
|
|
For AGC Asia 5, Abax Lotus, Abax Emerald, Abax Nai Xin, Global Fund, Arhat, and Upland Managing Members:
|
Name
|
Occupation/Position
|
Entity
|
||
Mr. Xiang Dong Yang
|
Director
|
AGC Asia 5, Abax Lotus, Abax Emerald, Abax Nai Xin, Global Fund, Arhat, Upland Managing Member
|
||
Mr. Frank Feng Qian
|
Director
|
AGC Asia 5, Abax Lotus, Abax Emerald, Abax Nai Xin, Global Fund, Arhat, Upland Managing Member
|
||
Mr. Ron Silverton
|
Director
|
Abax Lotus, Abax Emerald, Abax Nai Xin, Global Fund, Arhat, Upland Managing Member
|
||
Mr. Xiaoxin Chen
|
|
Director
|
|
AGC Asia 5, Abax Lotus, Abax Emerald, Abax Nai Xin, Global Fund, Arhat, Upland Managing Member
|
|
Tianli Yang is vice president of the Company and sole director of Sea Giant. His business address is No. 9 Ha Ping Xi Lu, Harbin Kai Fa Qu, Harbin, China.
|
|
Sea Giant is a British Virgin Islands investment holding company whose registered address is at P.O. Box 957, Offshore Incorporations Centre, Road Town, British Virgin Islands.
|
|
Zedong Xu is vice president of the Company. His business address is No. 9 Ha Ping Xi Lu, Harbin Kai Fa Qu, Harbin, China.
|
|
Victory Lake is a British Virgin Islands investment holding company whose registered address is at P.O. Box 957, Offshore Incorporations Centre, Road Town, British Virgin Islands.
|
|
Suofei Xu is vice president of Shanghai Tech-Full Electric Co. Ltd., a wholly-owned subsidiary of the Company, whose business address is No. 57 Jin Liang Lu, Zhu Qiao Town, Nan Hui Qu, Shanghai, China.
|
|
Broad Globe is a British Virgin Islands investment holding company whose registered address is at P.O. Box 957, Offshore Incorporations Centre, Road Town, British Virgin Islands.
|
|
Lanxiang Gao is vice president of the Company, whose business address is No. 57 Jin Liang Lu, Zhu Qiao Town, Nan Hui Qu, Shanghai, China.
|
|
Acme Winner is a British Virgin Islands investment holding company whose registered address is at P.O. Box 957, Offshore Incorporations Centre, Road Town, British Virgin Islands.
|
(d) – (e)
|
During the five years preceding the date of this filing, none of the Reporting Persons has been (A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
(f)
|
Mr. Tianfu Yang is a citizen of the People’s Republic of China; Hero Wave is a British Virgin Islands company; Tianfu Investments is a Cayman Islands company; and Tech Full is a Cayman Islands company.
|
|
Abax Lotus is a Cayman Islands domiciled exempted company; Global Fund is a Cayman Islands domiciled exempted company; Upland is a Delaware limited liability company; Arhat is a Cayman Islands domiciled exempted company; Upland Managing Member is a Cayman Islands domiciled exempted company; AGC is a Cayman Islands domiciled exempted company; Abax Emerald is a Cayman Islands domiciled exempted company; AGC Asia 5 is a Cayman Islands domiciled exempted company; Prosper is a British Virgin Islands company; Abax HK is a Hong Kong company; Abax Nai Xin is a Cayman Islands domiciled exempted company; Mr. Xiang Dong Yang is a citizen of Hong Kong; Mr. Qian is a citizen of the People’s Republic of China; Mr. Chan is a citizen of Hong Kong; Mr. Goh is a citizen of Singapore; Mr. Yee is a citizen of the United States; Mr. Silverton is a citizen of the United States; Mr. Chen is a citizen of the People’s Republic of China; Mrs. Ni is a citizen of Hong Kong and Mr. Huang is a citizen of Hong Kong.
|
|
Tianli Yang is a citizen of the People’s Republic of China; Sea Giant is a British Virgin Islands company.
|
|
Zedong Xu is a citizen of the People’s Republic of China; Victory Lake is a British Virgin Islands company.
|
|
Suofei Xu is a citizen of the People’s Republic of China; Broad Globe is a British Virgin Islands company.
|
|
Lanxiang Gao is a citizen of the People’s Republic of China; Acme Winner is a British Virgin Islands company.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
|
Pursuant to an agreement and plan of merger, dated as of June 19, 2011 (the “Merger Agreement”), by and among (i) Tech Full, (ii) Tech Full Electric Acquisition Inc. (“Merger Sub”), a Nevada corporation and a wholly-owned subsidiary of Tech Full and (iii) the Company, subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving entity and a subsidiary of Tech Full (the “Merger”). Under the terms of the Merger Agreement, each of the Company’s shares of Common Stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive $24.00 per share in cash, without interest, except shares owned by Tech Full and Merger Sub (including shares to be contributed by the Rollover Stockholders prior to the effective time of the Merger pursuant to the Contribution Agreement described below). The Merger is subject to the approval of the Company’s shareholders and other customary closing conditions. The descriptions of the Merger and of the Merger Agreement set forth in Item 4 below are incorporated by reference in their entirety into this Item 3. The information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement, a copy of which has been filed as Exhibit 7.02, and is incorporated herein by reference in its entirety as Exhibit 7.02.
|
|
The Reporting Persons anticipate that approximately US$463.8 million will be expended in acquiring 18,525,436 outstanding shares of Common Stock owned by shareholders of the Company other than the Reporting Persons (“Publicly Held Shares”). This amount includes (a) the estimated funds required by Reporting Persons to (i) purchase the Publicly Held Shares, (ii) pay for the outstanding options to purchase Common Stock, and (iii) pay for the outstanding warrants to purchase Common Stock, and (b) the estimated transaction costs associated with the purchase of the Publicly Held Shares.
|
|
The financing for the Merger and other transactions contemplated by the Merger Agreement will be obtained by the Reporting Persons pursuant to a facility agreement, dated as of June 9, 2011 (the “Facility Agreement”), by and between Tech Full and China Development Bank Corporation Hong Kong Branch (“CDB”), an equity commitment letter, dated as of June 19, 2011 (the “Equity Commitment Letter”), by and between Abax HK, AGC and Tianfu Investments, and a note purchase agreement, dated as of June 19, 2011 (the “Note Purchase Agreement”), by and between Abax Emerald Ltd. (“Abax Emerald”) and Tianfu Investments. Under the terms and subject to the conditions of the Facility Agreement, CDB will provide a $400 million term loan facility to Tech Full. Under the terms and subject to the conditions of the Equity Commitment Letter, AGC and Abax HK will cause certain of the funds and/or entities that they manage or advise to provide equity financing of an aggregate amount of US$38.8 million to Tianfu Investments. The source of funds for such equity financing will come from the investors in such funds. Under the terms and subject to the conditions of the Note Purchase Agreement, Tianfu Investments will issue to Abax Emerald US$25 million of secured notes due 2018 (the “Notes”). The information disclosed in this paragraph is qualified in its entirety by reference to the Facility Agreement, the Equity Commitment Letter and the Note Purchase Agreement. A copy of the Facility Agreement has been filed as Exhibit 7.01 to Amendment No. 1 to the Original Joint 13D, and is incorporated herein by reference in its entirety as Exhibit 7.03. Copies of the Equity Commitment Letter and the Note Purchase Agreement are filed as Exhibit 7.04 and Exhibit 7.05, respectively, and are incorporated herein by reference in their entirety.
|
|
In connection with the Note Purchase Agreement, Tianfu Investments entered into a warrant agreement with Abax Lotus dated as of June 19, 2011 (the “Warrant Agreement”) pursuant to which Tianfu Investments will issue warrants to Abax Lotus to purchase 832,964 ordinary shares of Tianfu Investments, par value US$0.001, for US$25 million payable with the Notes issued under the Note Purchase Agreement. The information disclosed in this paragraph is qualified in its entirety by reference to the Warrant Agreement, a copy of which is filed as Exhibit 7.06 and is incorporated herein by reference in its entirety.
|
|
Concurrently with the execution of the Merger Agreement, Mr. Tianfu Yang, Hero Wave, Tianli Yang, Zedong Xu, Suofei Xu, Lanxiang Gao, Abax Lotus and Abax Nai Xin (collectively, the “Rollover Stockholders”) entered into a contribution agreement (the “Contribution Agreement”) with Tech Full and Tianfu Investments. Pursuant to the Contribution Agreement, the Rollover Stockholders agreed that, immediately prior to the effective time of the Merger, they will contribute to Parent an aggregate of 12,695,384 shares of Common Stock (the “Rollover Shares”) in exchange for the same amount of shares of Tianfu Investments. The information disclosed in this paragraph is qualified in its entirety by reference to the Contribution Agreement, a copy of which is filed as Exhibit 7.07 and is incorporated herein by reference in its entirety.
|
Item 4.
|
Purpose of Transaction
|
|
On June 20, 2011, the Company announced in a press release that it had entered into the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company as the surviving the entity. Under the terms of the Merger Agreement, each share of Common Stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive $24.00 in cash, without interest, except for shares of Common Stock owned by Tech Full and Merger Sub (including shares of Common Stock to be contributed to Tech Full by the Rollover Stockholders prior to the effective time of the Merger pursuant to the Contribution Agreement).
|
|
The purpose of the transactions contemplated under the Merger Agreement, including the Merger, is to acquire all of the Publicly Held Shares. If the Merger is consummated, shares of Common Stock will no longer be traded on the NASDAQ Global Market and will cease to be registered under Section 12 of the Exchange Act, and the Company will be privately held by the Reporting Persons. The information disclosed in this paragraph and in the preceding paragraph of this Item 4 is qualified in its entirety by reference to the Merger Agreement, and is incorporated herein by reference in its entirety.
|
|
Concurrently with the execution of the Merger Agreement, the Rollover Stockholders, who collectively own approximately 40.62% of the outstanding shares of Common Stock, entered into a voting support agreement, dated as of June 19, 2011 (the “Voting Support Agreement”) with Tech Full and the Company, pursuant to which the Rollover Stockholders have agreed (i) when a meeting of the stockholders of the Company is held, to appear at such meeting or otherwise cause their shares of Common Stock to be counted as present thereat for the purpose of establishing a quorum, (ii) to vote or cause to be voted at such meeting all their shares of Common Stock in favor of the adoption of the Merger Agreement and approval of the Merger and (iii) to vote or cause to be voted at such meeting all their shares of Common Stock against (x) any acquisition proposal (other than an acquisition proposal adopted and recommended to the Company's stockholders by the board of directors of the Company) or (y) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty of the Company under the Merger Agreement or of the Rollover Stockholders under the Voting Support Agreement. The information disclosed in this paragraph is qualified in its entirety by reference to the Voting Support Agreement, a copy of which has been filed as Exhibit 7.08, and is incorporated herein by reference in its entirety.
|
|
The information required by Item 4 not otherwise provided herein is set forth in Item 3 and is incorporated herein by reference.
|
|
Other than as described in Item 3 and Item 4 above, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other persons named in Item 2, has any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
|
Item 5.
|
Interest in Securities of the Issuer.
|
(a) – (b)
|
Mr. Tianfu Yang directly holds and has the sole voting and dispositive power over 7,000,000 shares of Common Stock, approximately 22.4% of the outstanding Common Stock. Mr. Tianfu Yang is also the sole shareholder of Hero Wave. Hero Wave directly holds 2,633,354 shares of Common Stock, approximately 8.48% of the outstanding Common Stock. Mr. Tianfu Yang shares voting and dispositive control over the shares of the Common Stock held by Hero Wave. Mr. Tianfu Yang is thereby deemed to have beneficial ownership of such shares of Common Stock. Hero Wave is also the sole shareholder of Tianfu Investments. Tianfu Investments is the sole shareholder of Tech Full. By virtue of the Contribution Agreement, each of Mr. Tianfu Yang, Hero Wave, Tianfu Investments and Tech Full shares dispositive control over the shares of the Common Stock held by the Rollover Stockholders. Based on the information available to and verifiable by the Reporting Persons, each of Mr. Tianfu Yang, Hero Wave, Tianfu Investments and Tech Full is thereby deemed to have beneficial ownership of 12,695,384 shares of Common Stock, approximately 40.62% of the outstanding shares of the Common Stock.
|
|
With respect to each of the Abax Parties, the cover pages of this Schedule 13D are incorporated herein by reference, as if set forth in their entirety. Abax Lotus holds 1,225,553 shares of Common Stock, approximately 3.9% of the outstanding shares of Common Stock. On February 28, 2011, AGC Asia 3 transferred all of its 130,046 shares of Common Stock to Abax Lotus, which now holds these shares of Common Stock. Moreover, on February 28, 2011, Abax Jade merged into Abax Lotus, thereby transferring 131,240 shares of Common Stock previously held by Abax Jade to Abax Lotus. Abax Nai Xin holds 466,467 shares of Common Stock, approximately 1.5% of the outstanding shares of Common Stock.
|
|
Due to their control relationship over each of Abax Lotus and Abax Nai Xin, each of AGC, Upland Managing Member, Arhat, Upland and Global Fund may be deemed to beneficially own an aggregate of 1,692,020 shares of Common Stock, or 5.4% of the outstanding shares of Common Stock. Abax HK is the investment advisor to AGC, Arhat, Upland and the Global Fund and therefore may be deemed to beneficially hold an aggregate of 1,692,020 shares of Common Stock, or 5.4% of the outstanding shares of Common Stock.
|
|
Due to Mr. Xiang Dong Yang’s control relationship over all of these entities, he may therefore may be deemed to beneficially own and have shared voting and dispositive power over the shares of Common Stock owned by each of the Abax Parties, which aggregate number is 1,692,020, representing 5.4% of the outstanding shares of Common Stock.
|
|
Tianli Yang is the sole shareholder of Sea Giant. Sea Giant directly holds 500,000 shares of Common Stock, approximately 1.60% of the outstanding Common Stock. Tianli Yang shares voting and dispositive control over the shares of the Common Stock held by Sea Giant. Tianli Yang is thereby deemed to have beneficial ownership of such shares of Common Stock.
|
|
Zedong Xu is the sole shareholder of Victory Lake. Victory Lake directly holds 350,000 shares of Common Stock, approximately 1.12% of the outstanding Common Stock. Zedong Xu shares voting and dispositive control over the shares of the Common Stock held by Victory Lake. Zedong Xu is thereby deemed to have beneficial ownership of such shares of Common Stock.
|
|
Suofei Xu is the sole shareholder of Broad Globe. Broad Globe directly holds 400,000 shares of Common Stock, approximately 1.28% of the outstanding Common Stock. Suofei Xu shares voting and dispositive control over the shares of the Common Stock held by Broad Globe. Suofei Xu is thereby deemed to have beneficial ownership of such shares of Common Stock.
|
|
Lanxiang Gao is the sole shareholder of Acme Winner. Acme Winner directly holds 120,010 shares of Common Stock, approximately 0.38% of the outstanding Common Stock. Lanxiang Gao shares voting and dispositive control over the shares of the Common Stock held by Acme Winner. Lanxiang Gao is thereby deemed to have beneficial ownership of such shares of Common Stock.
|
|
In accordance with Rule 13d-4 under the Exchange Act, each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock beneficially owned by any of the other Reporting Persons, except that (i) Mr. Tianfu Yang, Hero Wave and Tianfu Investments may be deemed to beneficially own all shares of Common Stock that are beneficially owned by Tech Full, and (ii) Global Fund, Upland, Arhat, Upland Managing Member, AGC, Abax HK and Mr. Xiang Dong Yang may be deemed to beneficially own all shares of Common Stock that are beneficially owned by Abax Lotus and Abax Nai Xin.
|
(c)
|
During the 60 days preceding the filing of this Schedule 13D, none of the Reporting Persons and, to their knowledge, none of the directors and officers of the Abax Parties, has effected any transactions in the Common Stock.
|
(d) – (e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings, or Relationships with respect to Securities of the Company.
|
|
On June 9, 2011, Tech Full and CDB entered into the Facility Agreement. On June 19, 2011, Tech Full, Merger Sub and the Company entered into the Merger Agreement. The descriptions of the Merger Agreement in Item 3 and Item 4 are incorporated herein by reference. Concurrently with the execution of the Merger Agreement: (i) Tianfu Investments, AGC and Abax HK entered into the Equity Commitment Letter; (ii) Tianfu Investments and Abax Emerald entered into the Note Purchase Agreement; (iii) Tianfu Investments and Abax Lotus entered into the Warrant Agreement; (iv) the Rollover Stockholders, Tech Full and Tianfu Investments entered into the Contribution Agreement; (v) the Rollover Stockholders, Tech Full and the Company entered into the Voting Support Agreement, (vii) Mr. Tianfu Yang, Global Fund, AGC Asia 5 and Prosper issued a limited guarantee (the “Limited Guarantee”) in favor of the Company, a copy of which has been filed as Exhibit 7.09, and is incorporated herein by reference in its entirety.
|
|
|
The descriptions in Item 3 and Item 4 of this Statement of the agreements listed in this Item 6 are incorporated herein by reference. The summaries of certain provisions of such agreements in this statement on Schedule 13D are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements. The agreements listed in this Item 6 are filed herewith as Exhibits 7.02 through 7.09 and are incorporated herein by reference.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Exhibit 7.01
|
Joint Filing Agreement by and between the Reporting Persons, dated June 19, 2011.
|
Exhibit 7.02
|
Agreement and Plan of Merger by and among Tech Full, Merger Sub and the Company, dated June 19, 2011.
|
|
Exhibit 7.03
|
Facility Agreement by and between Tech Full and CDB, dated June 9, 2011 (incorporated herein by reference to Exhibit 7.01 to Amendment No. 1 to the Original Joint 13D filed on May 2, 2011).
|
Exhibit 7.04
|
Equity Commitment Letter by AGC and Abax HK in favor of Tianfu Investments, dated June 19, 2011.
|
Exhibit 7.05
|
Note Purchase Agreement by and between Abax Emerald and Tianfu Investments, dated June 19, 2011.
|
Exhibit 7.06
|
Warrant Agreement by and between Abax Lotus and Tianfu Investments, dated June 19, 2011.
|
Exhibit 7.07
|
Contribution Agreement by and among the Rollover Stockholders, Tech Full and Tianfu Investments, dated June 19, 2011.
|
Exhibit 7.08
|
Voting Support Agreement by and among the Rollover Stockholders, Tech Full and the Company, dated June 19, 2011.
|
Exhibit 7.09
|
Limited Guaranty by Mr. Tianfu Yang, Global Fund, AGC Asia 5 Ltd. and Prosper Expand Ltd. in favor of the Company dated June 19, 2011.
|
TIANFU YANG
|
||
/s/ Tianfu Yang
|
||
Name: Tianfu Yang
|
||
HERO WAVE INVESTMENTS
LIMITED
|
||
By:
|
/s/ Tianfu Yang
|
|
Name: Tianfu Yang
|
||
Title: Director
|
||
TIANFU INVESTMENTS LIMITED
|
||
By:
|
/s/ Tianfu Yang
|
|
Name: Tianfu Yang
|
||
Title: Director
|
||
TECH FULL ELECTRIC
COMPANY LIMITED
|
||
/s/ Tianfu Yang
|
||
Name: Tianfu Yang
|
||
Title: Director
|
||
ABAX LOTUS LTD.
|
||
By:
|
/s/ Xiang Dong Yang
|
|
Name: Xiang Dong Yang
|
||
Title: Authorized Signatory
|
||
|
||
ABAX NAI XIN A LTD.
|
||
By:
|
/s/ Xiang Dong Yang
|
|
Name: Xiang Dong Yang
|
||
Title: Authorized Signatory
|
ABAX GLOBAL OPPORTUNITIES
FUND
|
||
By:
|
/s/ Xiang Dong Yang
|
|
Name: Xiang Dong Yang
|
||
Title: Director
|
||
|
||
ABAX UPLAND FUND, LLC
|
||
|
||
By:
|
ABAX CLAREMONT LTD. in
|
|
its capacity as Managing Member
|
||
By:
|
/s/ Xiang Dong Yang
|
|
Name: Xiang Dong Yang
|
||
Title: Director
|
||
ABAX ARHAT FUND
|
||
By:
|
/s/ Xiang Dong Yang
|
|
Name: Xiang Dong Yang
|
||
Title: Director
|
||
|
||
ABAX CLAREMONT LTD.
|
||
By:
|
/s/ Xiang Dong Yang
|
|
Name: Xiang Dong Yang
|
||
Title: Director
|
||
|
||
ABAX GLOBAL CAPITAL
|
||
By:
|
/s/ Xiang Dong Yang
|
|
Name: Xiang Dong Yang
|
||
Title: Authorized Signatory
|
||
|
||
ABAX GLOBAL CAPITAL (HONG
KONG) LIMITED
|
||
|
||
By:
|
/s/ Xiang Dong Yang
|
|
Name: Xiang Dong Yang
|
||
Title: Authorized Signatory
|
ABAX EMERALD LTD.
|
||
By: /s/ Xiang Dong Yang
|
||
Name: Xiang Dong Yang
|
||
Title: Director | ||
AGC ASIA 5 LTD.
|
||
By: /s/ Xiang Dong Yang
|
||
Name: Xiang Dong Yang
|
||
Title: Director | ||
PROSPER EXPAND LTD.
|
||
By: ABAX GLOBAL CAPITAL in its capacity as Investment Manager
|
||
By: /s/ Xiang Dong Yang
|
||
Name: Xiang Dong Yang
|
||
Title: Authorized Signatory | ||
XIANG DONG YANG
|
||
/s/ Xiang Dong Yang
|
||
Name: Xiang Dong Yang
|
||
TIANLI YANG
|
||
/s/ Tianli Yang
|
||
Name: Tianli Yang
|
||
SEA GIANT INVESTMENTS LIMITED
|
||
By:
|
/s/ Tianli Yang
|
|
Name: Tianli Yang
|
||
Title: Director
|
||
ZEDONG XU
|
||
/s/ Zedong Xu
|
||
Name: Zedong Xu
|
||
VICTORY LAKE INVESTMENTS
LIMITED
|
||
By:
|
/s/ Zedong Xu
|
|
Name: Zedong Xu
|
||
Title: Director
|
||
SUOFEI XU
|
||
/s/ Suofei Xu
|
||
Name: Suofei Xu
|
||
BROAD GLOBE INVESTMENTS
LIMITED
|
||
By:
|
/s/ Suofei Xu
|
|
Name: Suofei Xu
|
||
Title: Director
|
LANXIANG GAO
|
||
/s/ Lanxiang Gao
|
||
Name: Lanxiang Gao
|
||
ACME WINNER GROUP LIMITED
|
||
By:
|
/s/ Lanxiang Gao
|
|
Name: Lanxiang Gao
|
||
Title: Director
|
||
TIANFU YANG
|
||
/s/ Tianfu Yang
|
||
Name: Tianfu Yang
|
||
HERO WAVE INVESTMENTS LIMITED
|
||
By:
|
/s/ Tianfu Yang
|
|
Name: Tianfu Yang
|
||
Title: Director
|
||
TIANFU INVESTMENTS LIMITED
|
||
By:
|
/s/ Tianfu Yang
|
|
Name: Tianfu Yang
|
||
Title: Director
|
||
TECH FULL ELECTRIC COMPANY LIMITED
|
||
/s/ Tianfu Yang
|
||
Name: Tianfu Yang
|
||
Title: Director
|
||
ABAX LOTUS LTD.
|
||
By:
|
/s/ Xiang Dong Yang
|
|
Name: Xiang Dong Yang
|
||
Title: Director
|
||
ABAX NAI XIN A LTD.
|
||
By:
|
/s/ Xiang Dong Yang | |
Name: Xiang Dong Yang
|
||
Title: Director
|
ABAX GLOBAL OPPORTUNITIES FUND
|
||
By:
|
/s/ Xiang Dong Yang
|
|
Name: Xiang Dong Yang
|
||
Title: Director
|
||
ABAX UPLAND FUND, LLC
|
||
By: ABAX CLAREMONT LTD. in its capacity as Managing Member
|
||
By:
|
/s/ Xiang Dong Yang | |
Name: Xiang Dong Yang
|
||
Title: Director
|
||
ABAX ARHAT FUND
|
||
By:
|
/s/ Xiang Dong Yang | |
Name: Xiang Dong Yang
|
||
Title: Director
|
||
ABAX CLAREMONT LTD.
|
||
By:
|
/s/ Xiang Dong Yang | |
Name: Xiang Dong Yang
|
||
Title: Director
|
||
ABAX GLOBAL CAPITAL
|
||
By:
|
/s/ Xiang Dong Yang | |
Name: Xiang Dong Yang
|
||
Title: Authorized Signatory
|
||
ABAX GLOBAL CAPITAL (HONG KONG) LIMITED
|
||
By:
|
/s/ Xiang Dong Yang | |
Name: Xiang Dong Yang
|
||
Title: Authorized Signatory
|
ABAX EMERALD LTD.
|
||
By: /s/ Xiang Dong Yang
|
||
Name: Xiang Dong Yang
|
||
Title: Director | ||
AGC ASIA 5 LTD.
|
||
By: /s/ Xiang Dong Yang
|
||
Name: Xiang Dong Yang
|
||
Title: Director | ||
PROSPER EXPAND LTD.
|
||
By: ABAX GLOBAL CAPITAL in its capacity as Investment Manager
|
||
By: /s/ Xiang Dong Yang
|
||
Name: Xiang Dong Yang
|
||
Title: Authorized Signatory | ||
XIANG DONG YANG
|
||
/s/ Xiang Dong Yang | ||
Name: Xiang Dong Yang | ||
EXECUTION VERSION
|
Page
|
||
ARTICLE I THE MERGER
|
1
|
|
Section 1.1
|
The Merger
|
1
|
Section 1.2
|
Closing
|
2
|
Section 1.3
|
Effective Time
|
2
|
Section 1.4
|
Effects of the Merger
|
2
|
Section 1.5
|
Articles of Incorporation; Bylaws
|
2
|
Section 1.6
|
Directors
|
3
|
Section 1.7
|
Officers
|
3
|
ARTICLE II EFFECT ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES
|
3
|
|
Section 2.1
|
Conversion of Capital Stock
|
3
|
Section 2.2
|
Treatment of Options, Equity-Based Awards, and Warrants
|
4
|
Section 2.3
|
Exchange and Payment
|
5
|
Section 2.4
|
Withholding Rights
|
7
|
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY
|
7
|
|
Section 3.1
|
Organization, Standing and Power
|
8
|
Section 3.2
|
Capital Stock
|
8
|
Section 3.3
|
Authority
|
9
|
Section 3.4
|
No Conflict; Consents and Approvals
|
10
|
Section 3.5
|
SEC Reports; Financial Statements
|
11
|
Section 3.6
|
No Undisclosed Liabilities
|
12
|
Section 3.7
|
Certain Information
|
12
|
Section 3.8
|
Absence of Certain Changes or Events
|
13
|
Section 3.9
|
Litigation
|
13
|
Section 3.10
|
Compliance with Laws
|
13
|
Section 3.11
|
Certain Payments
|
13
|
Section 3.12
|
OFAC and Trade Sanctions
|
14
|
Section 3.13
|
Benefit Plans
|
14
|
Section 3.14
|
Labor Matters
|
14
|
Section 3.15
|
Environmental Matters
|
14
|
Section 3.16
|
Taxes
|
15
|
Section 3.17
|
Contracts
|
15
|
Section 3.18
|
Insurance
|
16
|
Section 3.19
|
Real Property; Personal Property
|
16
|
Section 3.20
|
Intellectual Property
|
16
|
Section 3.21
|
Nevada Takeover Statutes
|
17
|
Page
|
||
Section 3.22
|
Affiliate Transactions
|
17
|
Section 3.23
|
Brokers
|
17
|
Section 3.24
|
Opinions of Financial Advisors
|
17
|
Section 3.25
|
No Other Representations or Warranties
|
18
|
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
|
18
|
|
Section 4.1
|
Organization, Standing and Power
|
18
|
Section 4.2
|
Authority
|
19
|
Section 4.3
|
No Conflict; Consents and Approvals
|
19
|
Section 4.4
|
Certain Information
|
20
|
Section 4.5
|
Litigation
|
20
|
Section 4.6
|
Certain Payments
|
20
|
Section 4.7
|
Ownership and Operations of Merger Sub
|
20
|
Section 4.8
|
Financing; Equity Rollover
|
21
|
Section 4.9
|
Vote/Approval Required
|
22
|
Section 4.10
|
Ownership of Shares
|
22
|
Section 4.11
|
Brokers
|
23
|
Section 4.12
|
Solvency of Parent and the Surviving Corporation
|
23
|
Section 4.13
|
Access to Information
|
23
|
Section 4.14
|
Guarantee
|
23
|
Section 4.15
|
Voting Support Agreement
|
24
|
Section 4.16
|
No Other Agreements
|
24
|
Section 4.17
|
Nevada Takeover Statutes
|
24
|
Section 4.18
|
Non-Reliance on Company Estimates
|
24
|
Section 4.19
|
No Other Representations or Warranties
|
24
|
ARTICLE V COVENANTS AND OTHER AGREEMENTS
|
25
|
|
Section 5.1
|
Conduct of Business
|
25
|
Section 5.2
|
Conduct of Business of Parent and Merger Sub Pending the Merger
|
27
|
Section 5.3
|
No Control of Other Party’s Business
|
27
|
Section 5.4
|
Acquisition Proposals
|
27
|
Section 5.5
|
Preparation of Proxy Statement and Schedule 13E; Stockholders’ Meeting
|
30
|
Section 5.6
|
Access to Information; Confidentiality
|
31
|
Section 5.7
|
Further Action; Efforts
|
32
|
Section 5.8
|
Takeover Laws
|
33
|
Section 5.9
|
Notification of Certain Matters
|
34
|
Section 5.10
|
Indemnification, Exculpation and Insurance
|
34
|
Page
|
||
Section 5.11
|
Rule 16b-3
|
36
|
Section 5.12
|
Public Announcements
|
36
|
Section 5.13
|
Obligations of Merger Sub
|
36
|
Section 5.14
|
Financing; Equity Rollover
|
36
|
Section 5.15
|
Delisting
|
38
|
Section 5.16
|
Knowledge of Inaccuracies
|
38
|
ARTICLE VI CONDITIONS PRECEDENT
|
39
|
|
Section 6.1
|
Conditions to Each Party’s Obligation to Effect the Merger
|
39
|
Section 6.2
|
Conditions to the Obligations of the Company
|
39
|
Section 6.3
|
Conditions to the Obligations of Parent and Merger Sub
|
39
|
Section 6.4
|
Frustration of Closing Conditions
|
40
|
Section 6.5
|
No Financing Condition
|
40
|
ARTICLE VII TERMINATION, AMENDMENT AND WAIVER
|
40
|
|
Section 7.1
|
Termination
|
40
|
Section 7.2
|
Effect of Termination
|
42
|
Section 7.3
|
Fees and Expenses
|
43
|
Section 7.4
|
Amendment or Supplement
|
44
|
Section 7.5
|
Extension of Time; Waiver
|
45
|
ARTICLE VIII GENERAL PROVISIONS
|
45
|
|
Section 8.1
|
Nonsurvival of Representations and Warranties
|
45
|
Section 8.2
|
Notices
|
45
|
Section 8.3
|
Certain Definitions
|
47
|
Section 8.4
|
Interpretation
|
50
|
Section 8.5
|
Entire Agreement
|
50
|
Section 8.6
|
Parties in Interest
|
51
|
Section 8.7
|
Governing Law
|
51
|
Section 8.8
|
Submission to Jurisdiction
|
51
|
Section 8.9
|
Assignment; Successors
|
52
|
Section 8.10
|
Enforcement
|
52
|
Section 8.11
|
Currency
|
52
|
Section 8.12
|
Severability
|
52
|
Section 8.13
|
Waiver of Jury Trial
|
53
|
Section 8.14
|
Counterparts
|
53
|
Section 8.15
|
Facsimile or Electronic Signature
|
53
|
Page
|
||
Section 8.16
|
No Presumption Against Drafting Party
|
53
|
Section 8.17
|
Parent Guarantee
|
53
|
Section 8.18
|
Payment of Sales, Use, or Similar Taxes
|
54
|
Section 8.19
|
Personal Liability
|
54
|
Definition
|
Location
|
|
2005 Stock Option Plan
|
8.3(a)
|
|
2006 Warrant Agreement
|
8.3(b)
|
|
2011 Warrant Agreement
|
4.8(e)
|
|
Abax Commitment Letter
|
4.8(b)
|
|
Abax Debt Financing
|
4.8(b)
|
|
Abax Equity Financing
|
4.8(b)
|
|
Abax Financing
|
4.8(b)
|
|
Abax Funds
|
4.8(b)
|
|
Acquisition Proposal
|
8.3(c)
|
|
Action
|
3.9
|
|
Adverse Recommendation Change
|
5.4(c)
|
|
Affiliate
|
8.3(d)
|
|
Agreement
|
Preamble
|
|
Articles of Merger
|
1.3
|
|
Bank Lender
|
4.8(b)
|
|
Book-Entry Shares
|
2.3(b)
|
|
Business Day
|
8.3(e)
|
|
CDB Debt Financing
|
4.8(b)
|
|
Certificates
|
2.3(b)
|
|
Closing
|
1.2
|
|
Closing Date
|
1.2
|
|
Code
|
2.4
|
|
Company
|
Preamble
|
|
Company Board
|
Recitals
|
|
Company Bylaws
|
3.1(b)
|
|
Company Charter
|
3.1(b)
|
|
Company Disclosure Letter
|
Article III
|
|
Company Registered IP
|
3.20(a)
|
|
Company SEC Documents
|
3.5(a)
|
|
Company Stock Option
|
2.2(a)
|
|
Company Stock Plans
|
2.2(a)
|
|
Company Stockholder Approval
|
3.3(a)
|
|
Company Stockholders’ Meeting
|
5.5(b)
|
|
Company Termination Fee
|
7.3(b)
|
|
Company Warrant
|
2.2(b)
|
|
Confidentiality Agreement
|
5.6(b)
|
|
Contract
|
3.4(a)
|
|
Contribution Agreement
|
4.8(b)
|
|
control
|
8.3(f)
|
|
Costs
|
5.10(a)
|
Definition
|
Location
|
|
Debt Financing
|
4.8(b)
|
|
DTC
|
2.3(e)
|
|
DTC Payment
|
2.3(e)
|
|
Effective Time
|
1.3
|
|
Environmental Laws
|
8.3(g)
|
|
Environmental Permits
|
8.3(h)
|
|
Evaluation Date
|
3.5(c)
|
|
Exchange Act
|
3.4(b)
|
|
FCPA
|
3.11
|
|
Financing Documents
|
4.8(b)
|
|
GAAP
|
3.5(b)
|
|
Governmental Entity
|
3.4(b)
|
|
Guarantee
|
4.14
|
|
Holdco
|
4.8(b)
|
|
Indemnified Parties
|
5.10(a)
|
|
Intellectual Property
|
3.20(c)
|
|
knowledge
|
8.3(i)
|
|
Law
|
3.4(a)
|
|
Liens
|
3.2(c)
|
|
Majority of the Minority Approval
|
3.3(a)
|
|
Majority Outstanding Approval
|
3.3(a)
|
|
Material Adverse Effect
|
8.3(j)
|
|
Material Contract
|
3.17
|
|
Materials of Environmental Concern
|
8.3(k)
|
|
Merger
|
Recitals
|
|
Merger Consideration
|
2.1(a)(i)
|
|
Merger Shareholder
|
2.1(a)(i)
|
|
Merger Sub
|
Preamble
|
|
NASDAQ
|
3.4(b)
|
|
Nevada Secretary of State
|
1.3
|
|
Nevada Takeover Laws
|
3.21
|
|
Notice of Recommendation Change
|
5.4(c)
|
|
NRS
|
Recitals
|
|
Option Payments
|
2.2(a)
|
|
Parent
|
Preamble
|
|
Parent Material Adverse Effect
|
8.3(l)
|
|
Parent Termination Fee
|
7.3(c)
|
|
Paying Agent
|
2.3(a)
|
|
Payment Fund
|
2.3(a)
|
|
Permits
|
3.10
|
|
Person
|
8.3(m)
|
|
Plan
|
8.3(n)
|
Definition
|
Location
|
|
Proxy Statement
|
3.7
|
|
Representatives
|
5.4(a)
|
|
Schedule 13E
|
3.7
|
|
SEC
|
3.5(a)
|
|
Securities Act
|
3.2(a)
|
|
Senior Financing Agreement
|
4.8(b)
|
|
Shares
|
2.1(a)(i)
|
|
Significant Subsidiary
|
8.3(o)
|
|
Special Committee
|
Recitals
|
|
Subordinated Financing Agreement
|
4.8(b)
|
|
Subsidiaries’ Bylaws
|
3.1(c)
|
|
Subsidiaries’ Charters
|
3.1(c)
|
|
Subsidiary
|
8.3(p)
|
|
Superior Proposal
|
8.3(q)
|
|
Surviving Corporation
|
1.1
|
|
Tax Returns
|
8.3(r)
|
|
Taxes
|
8.3(s)
|
|
Termination Date
|
7.1(b)(i)
|
|
Voting Support Agreement
|
4.14
|
|
Warrant Payments
|
2.2(b)
|
Exhibit A
|
Amended and Restated Articles of Incorporation of the Company
|
Exhibit B
|
Amended and Restated Bylaws of the Company
|
(i)
|
if to Parent, Merger Sub or the Surviving Corporation, to:
|
E-mail:
|
manager@tech-full.com
|
Attention:
|
Michael V. Gisser
|
Facsimile:
|
+86 10 6535 5577
|
E-mail:
|
Michael.Gisser@skadden.com
|
(ii)
|
if to Company, to:
|
Attention:
|
Mr. Tianfu Yang and Ms. Christy Shue
|
Facsimile:
|
+86 451 8611 6769
|
E-mail:
|
manager@tech-full.com
|
E-mail:
|
JLayne@gibsondunn.com
|
TECH FULL ELECTRIC COMPANY LIMITED
|
||
By:
|
/s/ Tianfu Yang
|
|
Name: Tianfu Yang
|
||
Title: Director
|
||
TECH FULL ELECTRIC ACQUISITION, INC.
|
||
By:
|
/s/ Tianfu Yang
|
|
Name: Tianfu Yang
|
||
Title: Director
|
||
HARBIN ELECTRIC, INC.
|
||
By:
|
/s/ Boyd R. Plowman
|
|
Name: Boyd R. Plowman
|
||
Title: Chairman, Special Committee of the Board of Directors
|
Very truly yours,
|
||
ABAX GLOBAL CAPITAL (HONG KONG)
LIMITED
|
||
By:
|
/s/ Donald Xiang Dong Yang | |
Name:
|
Donald Xiang Dong Yang
|
|
Title:
|
Authorized Signatory
|
|
ABAX GLOBAL CAPITAL | ||
By:
|
/s/ Donald Xiang Dong Yang | |
Name:
|
Donald Xiang Dong Yang | |
Title:
|
Authorized Signatory |
Agreed to and acknowledged
|
||
as of the date first written above:
|
||
TIANFU INVESTMENTS LIMITED
|
||
By:
|
/s/ Tianfu Yang | |
Name:
|
Tianfu Yang
|
|
Title:
|
Director
|
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MS\6O"MAK=K\%?`_[-_BWPG\5_$*QW$?AJ^USQGXH\&W7@'P9//M^RW/B"[OO
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M[PHHHH`****`"BBB@`K^47_@YG^*GQ)^-2?LG_\`!([X.Z#\3=>U3]MG6_$?
MQ&^-
Page
|
||
ARTICLE I DEFINITIONS
|
1
|
|
ARTICLE II PURCHASE AND SALE OF SECURITIES
|
26
|
|
2.1
|
Issue of Notes
|
26
|
2.2
|
Sale and Purchase of the Notes; the Closing
|
26
|
2.3
|
Representations of the Purchasers
|
27
|
2.4
|
Expenses
|
30
|
2.5
|
Indemnification
|
30
|
2.6
|
Registration of Notes; etc.
|
31
|
ARTICLE III CLOSING CONDITIONS
|
31
|
|
3.1
|
Opinion of Counsel
|
31
|
3.2
|
Reserved
|
32
|
3.3
|
Representations
|
32
|
3.4
|
Documents
|
32
|
3.5
|
Issuance of the Notes
|
33
|
3.6
|
Warrants
|
33
|
3.7
|
Parent Loan
|
33
|
3.8
|
Concurrent Transactions
|
33
|
ARTICLE IV HOLDERS’ SPECIAL RIGHTS
|
34
|
|
4.1
|
Service Charges
|
34
|
4.2
|
Direct Payment
|
34
|
4.3
|
Lost, etc. Notes
|
34
|
4.4
|
Inspection
|
35
|
ARTICLE V REPRESENTATIONS AND WARRANTIES
|
35
|
|
5.1
|
Organization
|
35
|
5.2
|
Authorization; No Conflicts
|
35
|
5.3
|
Validity; Binding Effect
|
36
|
5.4
|
No Default
|
36
|
5.5
|
Use of Proceeds
|
36
|
5.6
|
Financial Condition
|
36
|
5.7
|
No Material Adverse Change
|
37
|
5.8
|
Ownership of Properties; Liens
|
37
|
5.9
|
Intellectual Property
|
37
|
5.10
|
Litigation; Liabilities
|
37
|
5.11
|
Taxes
|
37
|
5.12
|
Labor Matters
|
38
|
5.13
|
Insurance
|
38
|
5.14
|
Pension Plan
|
38
|
5.15
|
Investment Company Act
|
38
|
5.16
|
Margin Stock
|
38
|
5.17
|
Environmental Matters
|
38
|
5.18
|
Solvency
|
39
|
5.19
|
Capitalization
|
39
|
5.20
|
Debt
|
39
|
5.21
|
Restrictive Provisions, Certain Existing Agreements
|
39
|
5.22
|
Formation of Issuer
|
39
|
5.23
|
Transaction Documents
|
40
|
5.24
|
Security Documents
|
40
|
5.25
|
Private Offering
|
40
|
5.26
|
SEC Reports
|
40
|
5.27
|
Information
|
40
|
5.28
|
Senior Debt
|
41
|
ARTICLE VI COVENANTS
|
41
|
|
6.1
|
Payment of Notes
|
41
|
6.2
|
Reports
|
41
|
6.3
|
Compliance Certificate
|
42
|
6.4
|
Taxes
|
43
|
6.5
|
Stay, Extension and Usury Laws
|
43
|
6.6
|
Corporate Existence
|
43
|
6.7
|
Payments for Consent
|
43
|
6.8
|
Incurrence of Additional Debt
|
44
|
6.9
|
Restricted Payments
|
44
|
6.10
|
Liens
|
46
|
6.11
|
Asset Sales
|
46
|
6.12
|
Merger, Consolidation and Acquisition
|
47
|
6.13
|
Restrictions on Distributions from Subsidiaries
|
49
|
6.14
|
Affiliate Transactions
|
50
|
6.15
|
Notifications
|
51
|
6.16
|
Intentionally Omitted
|
52
|
6.17
|
Issuance or Sale of Capital Stock of Subsidiaries
|
52
|
6.18
|
Business Activities
|
52
|
6.19
|
Sale and Leaseback Transactions
|
53
|
6.20
|
Impairment of Security Interest
|
53
|
6.21
|
Amendments to Security Documents
|
53
|
6.22
|
Use of Proceeds
|
53
|
6.23
|
Maintenance of Insurance
|
53
|
6.24
|
Restriction of Amendments to Certain Documents
|
53
|
6.25
|
Anti-Layering
|
53
|
6.26
|
Governmental Approvals and Licenses
|
54
|
6.27
|
Further Assurances
|
54
|
6.28
|
Certain Matters.
|
54
|
ARTICLE VII DEFAULTS AND REMEDIES
|
54
|
|
7.1
|
Event of Default
|
54
|
7.2
|
Acceleration
|
57
|
7.3
|
Other Remedies
|
57
|
7.4
|
Waiver of Past Defaults
|
57
|
7.5
|
Rights of Holders of Notes to Receive Payment
|
58
|
ARTICLE VIII NON-RECOURSE
|
58
|
|
ARTICLE IX REDEMPTION AND REPURCHASE OF THE NOTES
|
58
|
|
9.1
|
Repurchase at the Option of Holders Following a Qualifying Listing
|
58
|
9.2
|
Mandatory Redemption; Other Matters
|
60
|
9.3
|
Selection of Notes to Be Redeemed or Purchased
|
60
|
9.4
|
Notice of Redemption
|
60
|
9.5
|
Effect of Notice of Redemption
|
61
|
9.6
|
Deposit of Redemption or Purchase Price
|
61
|
9.7
|
Notes Redeemed or Purchased in Part
|
61
|
9.8
|
Certain Matters
|
61
|
ARTICLE X MISCELLANEOUS
|
62
|
|
10.1
|
Notices
|
62
|
10.2
|
Successors and Assigns
|
63
|
10.3
|
Assignments
|
63
|
10.4
|
Amendment and Waiver
|
63
|
10.5
|
Counterparts
|
64
|
10.6
|
Headings
|
64
|
10.7
|
Governing Law
|
64
|
10.8
|
Waiver of Jury Trial
|
64
|
10.9
|
Consent to Jurisdiction
|
65
|
10.10
|
Entire Agreement
|
65
|
10.11
|
Severability
|
65
|
10.12
|
No Strict Construction
|
65
|
|
(a)
|
a statement that the Person making such certificate or opinion has read such covenant or condition;
|
|
(b)
|
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
|
|
(c)
|
a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and
|
|
(d)
|
a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.
|
(a)
|
the Issuer Share Mortgage;
|
(b)
|
any other document evidencing or creating security over any asset to secure any obligation of the Issuer to the Purchasers under the Note Documents; and
|
(c)
|
any other document designated as such by both the Holders and the Issuer in writing.
|
|
“The Notes covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, (i) as part of their distribution at any time; or (ii) otherwise until 40 days after the later of the date of issuance of the Notes and the commencement of the offering, except in either case in accordance with Regulation S or Rule 144A under the Securities Act. Terms used above have the meanings given to them by Regulations S.”; and
|
|
it has offered the Notes and will offer and sell the Notes (A) as part of its distribution at any time and (B) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 of Regulation S or as otherwise permitted in Section 2.3(a)(5); accordingly, it has not engaged nor will engage in any “directed selling efforts” (within the meaning of Regulation S) with respect to the Notes, and has complied and will comply with the “offering restrictions” requirements of Regulations S (terms used in this clause (8) have the meanings given to them by Regulation S);
|
(i)
|
certifying that (A) the conditions set forth in this Article III hereof have been satisfied on and as of such date and (B) the representations of the Note Parties contained in this Agreement that are qualified as to materiality or Material Adverse Effect shall be true and correct on and as of the Closing Date and the representations and warranties of the Note Parties contained in this Agreement that are not so qualified shall be true and correct in all material respects on and as of the Closing Date;
|
(ii)
|
attaching an updated Schedule 5.19 setting forth the authorized equity securities of each Note Party as of the Closing Date (after giving effect to the Merger and the other Transactions);
|
(iii)
|
attaching an updated Schedule 5.20 setting forth in reasonable detail all material outstanding short term and long term Debt of Issuer and its Subsidiaries, after giving effect to the Merger and the other Transactions (which schedule shall also include the names of the creditors and principal amounts of all such Debt); and
|
(iv)
|
attaching an updated Schedule 5.10 as of the Closing Date.
|
(i)
|
a copy of the Group Structure Chart (as defined in the Parent Loan Agreement);
|
(ii)
|
a copy of the Original Financial Statements (as defined in the Parent Loan Agreement);
|
(iii)
|
a copy of the Funds Flow Statement (as defined in the Parent Loan Agreement);
|
(iv)
|
a Certificate of Good Standing issued by the Registrar of Companies in the Cayman Islands in respect of the Issuer and Parent;
|
(v)
|
a copy of the register of members of Issuer annotated with the particulars of the charges created under the Issuer Share Mortgage;
|
(vi)
|
a copy of the register of charges of each mortgagor named under the Issuer Share Mortgage with the particulars of the charges created under the Issuer Share Mortgage; and
|
(vii)
|
evidence that the par value of the Common Stock of the Issuer has been reduced to $0.001.
|
|
(i)
|
as soon as they are available, but in any event within one hundred and twenty (120) days after the end of each of their respective fiscal years, the audited consolidated financial statements of the Note Parties for that fiscal year (consistent in form with the Original Financial Statements, subject to Section 6.2(c) below); and
|
|
(ii)
|
as soon as they are available, but in any event within ninety (90) days after the end of each half of each of their respective fiscal years, the unaudited consolidated financial statements of the Note Parties for that fiscal half year (consistent in form with the Original Financial Statements, subject to Section 6.2(c) below).
|
|
(a)
|
a Default or Event of Default shall have occurred and be continuing, or
|
|
(b)
|
Issuer could not Incur at least $1.00 of additional Debt pursuant to Section 6.8(a)(i), or
|
|
(c)
|
the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made since the Closing Date (the amount of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value at the time of such Restricted Payment) would exceed an amount equal to the sum of:
|
|
(i)
|
10% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the Fiscal Quarter after the Closing Date to the end of the most recent Fiscal Quarter ending prior to the date of such Restricted Payment (or if the aggregate amount of Consolidated Net Income for such period shall be a deficit, minus 100% of such deficit), plus
|
|
(ii)
|
100% of the Capital Stock Sale Proceeds, plus
|
|
(iii)
|
the sum of:
|
(A)
|
the aggregate net cash proceeds received by Issuer or any Subsidiary from the issuance or sale after the Closing Date of convertible or exchangeable Debt that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of Issuer, and
|
(B)
|
the aggregate amount by which Debt (other than Subordinated Debt) of Issuer or any Subsidiary is reduced on Issuer’s consolidated balance sheet on or after the Closing Date upon the conversion or exchange of any Debt issued or sold on or prior to the Closing Date that is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of Issuer,
|
(x)
|
any such Debt issued or sold to Issuer or a Subsidiary of Issuer or an employee stock ownership plan or trust established by Issuer or any such Subsidiary for the benefit of their employees, and
|
(y)
|
the aggregate amount of any cash or other Property distributed by Issuer or any of its Subsidiaries upon any such conversion or exchange, plus
|
(I)
|
such purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments and
|
|
(II)
|
the Capital Stock Sale Proceeds from such exchange or sale shall be excluded from the calculation pursuant to clause (c)(ii) above; and
|
|
(i) repay any Senior Debt when it becomes due and payable;
|
|
(ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by any Subsidiary of Issuer with Net Available Cash received by Issuer or another Subsidiary of Issuer); or
|
|
(iii) make a Permitted Investment in Cash Equivalent pending application of such Net Available Cash as set forth in (i) and (ii) above.
|
|
(A) Issuer would be able to Incur at least $1.00 of additional Debt under Section 6.8(a)(i); and
|
|
(B) Issuer would have a Fixed Charge Coverage Ratio that is not lower than the Fixed Charge Coverage Ratio of Issuer immediately prior to such transaction;
|
|
(i)
|
in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of such Subsidiary, such Property shall have been transferred as an entirety or virtually as an entirety to one Person;
|
|
(ii)
|
immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (ii) and clauses (iii) and (iv)) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person, Issuer or any of its Subsidiaries as a result of such transaction or series of transactions as having been Incurred by the Surviving Person, Issuer or such Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;
|
|
(iii)
|
immediately after giving effect to such transaction or series of transactions on a pro forma basis:
|
(A)
|
Issuer would be able to Incur at least $1.00 of additional Debt under Section 6.8(a)(i), and
|
(B)
|
Issuer would have a Fixed Charge Coverage Ratio which is not lower than the Fixed Charge Coverage Ratio of Issuer immediately prior to such transaction; and
|
|
(i)
|
a sale, transfer, assignment, conveyance or other disposition (unless such sale, transfer, assignment, conveyance or other disposition is of all or substantially all of the assets of Issuer, taken as a whole or, in the case of a Subsidiary, such sale, transfer, assignment, conveyance or other disposition is of all or substantially all of the assets of such Subsidiary to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of Issuer, or such portion of the Capital Stock of such Subsidiary ceases to be a Subsidiary of Issuer), or
|
|
(ii)
|
a lease.
|
(A)
|
in effect on the Closing Date (including, without limitation, restrictions pursuant to the Parent Loan Agreement, the Notes and this Agreement),
|
(B)
|
relating to Debt of any Subsidiary of Issuer and existing at the time it became a Subsidiary of Issuer if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Subsidiary became a Subsidiary of Issuer or was acquired by Issuer, or
|
(C)
|
that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (i)(A) or (B) above or in clause (ii)(A) or (B) below, provided such restrictions are not less favorable to the holders of Notes than those under the agreement evidencing the Debt so Refinanced, and
|
(A)
|
relating to Debt that is permitted to be Incurred and secured without also securing the Notes pursuant to Section 6.8 and Section 6.10 that limit the right of the debtor to dispose of the Property securing such Debt,
|
(B)
|
encumbering Property at the time such Property was acquired by Issuer or any of its Subsidiaries, so long as such restrictions relate solely to the Property so acquired and were not created in connection with or in anticipation of such acquisition,
|
(C)
|
resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, or
|
(D)
|
customary restrictions contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale.
|
(i)
|
set forth in writing,
|
(ii)
|
in the best interest of Issuer or such Subsidiary, as the case may be, and
|
(iii)
|
no less favorable to Issuer or such Subsidiary, as the case may be, than those that could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of Issuer,
|
|
(i)
|
any transaction or series of transactions between Issuer and one or more of its Subsidiaries or between two or more of its Subsidiaries in the ordinary course of business, provided that no more than 5% of the total voting power of the Voting Stock (on a fully diluted basis) of any such Subsidiary is owned by an Affiliate of Issuer (other than any Subsidiary of Issuer);
|
|
(ii)
|
any Restricted Payment permitted to be made pursuant to Section 6.9 or any Permitted Investment;
|
|
(iii)
|
the payment of compensation (including amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of Issuer or any of its Subsidiaries, so long as the Board of Directors in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation to be fair consideration therefor; and
|
|
(iv)
|
applicable to an issuer with debt securities registered under the Securities Act relating to such loans and advances.
|
|
(a)
|
the occurrence of an Event of Default or a Default;
|
|
(b)
|
any litigation, arbitration or governmental investigation or proceeding not previously disclosed by Issuer to Holders which has been instituted or, to the knowledge of Issuer, is threatened against Issuer or any other Note Party or to which any of the properties of any thereof is subject which could reasonably be expected to have a Material Adverse Effect;
|
|
(c)
|
any cancellation or material adverse change in any insurance maintained by Issuer or any other Note Party; or
|
|
(d)
|
any other event (including (i) any violation of any Environmental Law or the assertion of any Environmental Claim or (ii) the enactment or effectiveness of any law, rule or regulation) which could reasonably be expected to have a Material Adverse Effect.
|
|
(a) sell, pledge, hypothecate or otherwise dispose of any shares of Capital Stock of any of its Subsidiaries, or
|
|
(b) permit any Subsidiary of the Issuer to, directly or indirectly, issue or sell or otherwise dispose of any shares of its Capital Stock,
|
(v)
|
any issuance or disposition of shares of Capital Stock of a Subsidiary if, immediately after giving effect to such issuance or disposition, such Subsidiary would no longer constitute a Subsidiary and any remaining Investment in such Person would have been permitted to be made under Section 6.9 if made on the date of such issuance or sale and such issuance and disposition is effected in compliance with Section 6.11.
|
|
(i)
|
commences a voluntary case or gives notice of intention to make a proposal under any Bankruptcy Law;
|
|
(ii)
|
consents to the entry of an order for relief against it in an involuntary case or consents to its dissolution or winding up;
|
|
(iii)
|
consents to the appointment of a receiver, interim receiver, receiver and manager, liquidator, trustee or custodian of it or for all or substantially all of its property;
|
|
(iv)
|
makes a general assignment for the benefit of its creditors; or
|
|
(v)
|
admits in writing its inability to pay its debts as they become due or otherwise admits its insolvency;
|
|
(i)
|
is for relief against Issuer, any of its Significant Subsidiaries (or any group of Subsidiaries that, when taken together, would constitute a Significant Subsidiary) in an involuntary case; or
|
|
(ii)
|
appoints a receiver, interim receiver, receiver and manager, liquidator, trustee or custodian of Issuer, any of its Significant Subsidiaries (or any group of Subsidiaries that, when taken together, would constitute a Significant Subsidiary) for all or substantially all of the property of Issuer, any of its Significant Subsidiaries (or any group of Subsidiaries that, when taken together, would constitute a Significant Subsidiary); or
|
|
(iii)
|
orders the liquidation of Issuer, any of its Significant Subsidiaries (or any group of Subsidiaries that, when taken together, would constitute a Significant Subsidiary);
|
|
(1)
|
that all Notes tendered will be accepted for payment;
|
|
(2)
|
the aggregate redemption payment and the redemption date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Listing Offer Payment Date”);
|
|
(3)
|
that any Note not tendered will continue to accrue interest;
|
|
(4)
|
that, unless Issuer defaults in the payment of the Listing Offer Payment Amount, all Notes tendered for payment pursuant to the Listing Offer will cease to accrue interest after the Listing Offer Payment Date;
|
|
(5)
|
that such Holder will be required to surrender the Notes at the address specified in the notice prior to the close of business on the third Business Day preceding the Listing Offer Payment Date;
|
|
(6)
|
that such Holder will be entitled to withdraw its election if Issuer receives, not later than the close of business on the fourth Business Day preceding the Listing Offer Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for redemption, and a statement that such Holder is withdrawing his election to have the Notes redeemed; and
|
|
(7)
|
that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unredeemed portion of the Notes surrendered, which unredeemed portion must be equal to $1,000,000 in principal amount or an integral multiple thereof.
|
|
(1)
|
the redemption date;
|
|
(2)
|
the redemption price;
|
|
(3)
|
if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;
|
|
(4)
|
that Notes redeemed in full must be surrendered to Issuer to collect the redemption price;
|
|
(5)
|
that, unless Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; and
|
|
(6)
|
the Section of this Agreement pursuant to which the Notes called for redemption are being redeemed.
|
(a)
|
such Note shall be excluded in ascertaining whether any given percentage (including for the avoidance of doubt, unanimity) of the Holders has been obtained to approve any request for a consent, waiver, amendment or other vote or any ownership percentage under the Note Documents;
|
(b)
|
for purposes of Section 10.4, such Excluded Holder shall be deemed not to be a Holder;
|
(c)
|
such Note shall not be considered to be outstanding for any purpose whatsoever;
|
(d)
|
such Excluded Holder shall not be entitled to any payment or redemption payment pursuant to Sections 2.5, 6.1, 6.4, 9.1 and 9.2;
|
(e)
|
such Note shall not benefit from the Permitted Liens as set forth in clause (b) of the definition thereof; and
|
(f)
|
under no circumstances may such Excluded Holder have any right to vote in relation to any enforcement action (including without limitation, such actions as set forth in Sections 7.2 and 7.3 hereof).
|
|
Donald Xiang Dong Yang
|
|
c/o Abax Global Capital (Hong Kong) Limited
|
|
Suite 6708, 67/F, Two International Finance Centre
|
|
8 Finance Street
|
|
Central, Hong Kong
|
|
Facsimile No.: +852 3602 1700
|
(a)
|
reduces the aggregate principal amount of Notes;
|
(b)
|
(other than as set forth in the Notes) extends the time for payment, or reduces the rate, of interest on any Note (other than a waiver of the payment of default interest, which shall require only the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding), reduces the amount of principal or extends the principal maturity date of any Note or the redemption or prepayment provisions (other than any notice provisions relating thereto, which shall require only the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding);
|
(c)
|
makes any Note payable in money or property other than that stated in the Note; or
|
(d)
|
makes any change in Section 7.4 or 7.5 hereof or this Section 10.4 (or any related defined terms);
|
TIANFU INVESTMENTS LIMITED
|
|||
By:
|
/s/ Tianfu Yang |
|
|
Name:
|
Tianfu Yang | ||
Title:
|
Director |
PURCHASER:
|
||
ABAX EMERALD LTD.
|
||
By:
|
/s/ Donald Xiang Dong Yang | |
Name:
|
Donald Xiang Dong Yang | |
Title:
|
Director | |
SECTION 1.
|
CERTAIN DEFINITIONS
|
|
(a)
|
a statement that the Person making such certificate or opinion has read such covenant or condition;
|
|
(b)
|
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
|
|
(c)
|
a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and
|
|
(d)
|
a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.
|
SECTION 2.
|
ISSUANCE OF WARRANTS; WARRANT CERTIFICATES
|
|
2.1.
|
ISSUANCE.
|
|
2.2.
|
Warrant Register
|
|
2.3.
|
Holder Lists
|
|
2.4.
|
Transfer and Exchange
|
|
2.5.
|
Replacement Warrants
|
|
2.6.
|
Cancellation
|
SECTION 3.
|
SEPARATION OF WARRANTS; EXERCISE OF WARRANTS; TERMS OF WARRANTS
|
SECTION 4.
|
PAYMENT OF TAXES
|
SECTION 5.
|
RESERVATION OF WARRANT SHARES
|
SECTION 6.
|
INTENTIONALLY OMITTED
|
SECTION 7.
|
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES ISSUABLE
|
E¢
|
=
|
the adjusted Exercise Price.
|
E
|
=
|
the then current Exercise Price.
|
O
|
=
|
the number of Ordinary Shares outstanding on the record date.
|
N
|
=
|
the number of additional Ordinary Shares issued pursuant to such rights, options or warrants.
|
P
|
=
|
the price per share of the additional Ordinary Shares.
|
M
|
=
|
the Market Value per Ordinary Share on the record date.
|
E¢
|
=
|
the adjusted Exercise Price.
|
E
|
=
|
the then current Exercise Price.
|
M
|
=
|
the Market Value per Ordinary Share on the record date mentioned below.
|
F
|
=
|
the fair market value on the record date of the debt securities, preferred stock, assets (including cash), securities, rights or warrants to be distributed in respect of one Ordinary Share as determined in good faith by the Board of Directors of the Company based on a written opinion of an internationally recognized investment banking, appraisal or valuation firm that is not an Affiliate of the Company.
|
E¢
|
=
|
the adjusted Exercise Price.
|
E
|
=
|
the then current Exercise Price.
|
O
|
=
|
the number of Ordinary Shares outstanding immediately prior to the issuance of such additional shares.
|
P
|
=
|
the aggregate consideration received for the issuance of such additional shares.
|
A
|
=
|
the number of outstanding Ordinary Shares immediately after the issuance of such additional Ordinary Shares.
|
E¢
|
=
|
the adjusted Exercise Price.
|
E
|
=
|
the then current Exercise Price.
|
O
|
=
|
the number of Ordinary Shares outstanding immediately prior to the issuance of such securities.
|
P
|
=
|
the aggregate consideration received for the issuance of such securities.
|
D
|
=
|
the maximum number of Ordinary Shares deliverable upon conversion or in exchange for such securities at the initial conversion, exchange or exercise rate.
|
N¢
|
=
|
the adjusted number of Warrant Shares issuable upon exercise of a Warrant by payment of the adjusted Exercise Price.
|
N
|
=
|
the number or Warrant Shares previously issuable upon exercise of a Warrant by payment of the Exercise Price prior to adjustment.
|
E¢
|
=
|
the adjusted Exercise Price.
|
E
|
=
|
the Exercise Price prior to adjustment.
|
SECTION 8.
|
FRACTIONAL INTERESTS
|
SECTION 9.
|
REPURCHASE OF NOTES UPON A QUALIFYING LISTING
|
SECTION 10.
|
NOTICES TO WARRANT HOLDERS
|
SECTION 11.
|
INTENTIONALLY OMITTED
|
SECTION 12.
|
INFORMATION
|
SECTION 13.
|
NOTICES TO COMPANY
|
SECTION 14.
|
SUPPLEMENTS AND AMENDMENTS
|
SECTION 15.
|
SUCCESSORS
|
SECTION 16.
|
TERMINATION
|
SECTION 17.
|
GOVERNING LAW
|
SECTION 18.
|
JURISDICTION
|
SECTION 19.
|
BENEFITS OF THIS AGREEMENT
|
SECTION 20.
|
COUNTERPARTS
|
The Company:
|
||
Tianfu Investments Limited | ||
By:
|
/s/ Tianfu Yang
|
|
Name: Tianfu Yang
|
||
Title: Director
|
Purchaser:
|
||
ABAX LOTUS LTD.
|
||
By:
|
/s/ Donald Xiang Dong Yang | |
Name: Donald Xiang Dong Yang
|
||
Title: Director
|
||
OE^ZL6G5JTVM:
M_;]%!R%@
TECH FULL ELECTRIC COMPANY
LIMITED,
|
||
a Cayman Islands exempted company
|
||
By:
|
/s/ Tianfu Yang
|
|
Name: Tianfu Yang
|
||
Title: Director
|
||
TIANFU INVESTMENTS LIMITED,
|
||
a Cayman Islands exempted company
|
||
By:
|
/s/ Tianfu Yang
|
|
Name: Tianfu Yang
|
||
Title: Director
|
ROLLOVER STOCKHOLDERS:
|
||
/s/ Tianfu Yang
|
||
Tianfu Yang
|
||
HERO WAVE INVESTMENTS LIMITED
|
||
By:
|
/s/ Tianfu Yang | |
Name: Tianfu Yang
|
||
Title: Director
|
||
/s/ Tianli Yang | ||
Tianli Yang
|
||
/s/ Zedong Xu
|
||
Zedong Xu
|
||
/s/ Suofei Xu
|
||
Suofei Xu
|
||
/s/ Lanxiang Gao
|
||
Lanxiang Gao
|
ABAX LOTUS LTD.
|
||
By:
|
/s/ Xiang Dong Yang
|
|
Name: Xiang Dong Yang
|
||
Title: Director
|
||
ABAX NAI XIN A LTD.
|
||
By:
|
/s/ Xiang Dong Yang
|
|
Name: Xiang Dong Yang
|
||
Title: Director
|
Rollover Stockholder
Name
|
Address
Facsimile
|
Rollover
Shares
|
Holdco
Shares
|
|||
Tianfu Yang
|
c/o Harbin Electric, Inc.
No. 9, Ha Ping Xi Lu
Ha Ping Lu Ji Zhong Qu, Harbin, PRC 150060
+86 (451) 8611 6769
|
7,000,000
|
7,000,000
|
|||
Hero Wave Investments
Limited
|
Xi Yuan 17-5, Wan Cheng Hua Fu,
Wan Liu Xi Lu, Hai Dian Qu,
Beijing, China 100089
+86 (451) 8611 6769
|
2,633,354
|
2,633,354
|
|||
Tianli Yang
|
c/o Harbin Electric, Inc.
No. 9, Ha Ping Xi Lu
Ha Ping Lu Ji Zhong Qu, Harbin, PRC 150060
+86 (451) 8611 6769
|
500,000
|
500,000
|
|||
Zedong Xu
|
c/o Harbin Electric, Inc.
No. 9, Ha Ping Xi Lu
Ha Ping Lu Ji Zhong Qu, Harbin, PRC 150060
+86 (451) 8611 6769
|
350,000
|
350,000
|
|||
Suofei Xu
|
c/o Harbin Electric, Inc.
No. 9, Ha Ping Xi Lu
Ha Ping Lu Ji Zhong Qu, Harbin, PRC 150060
+86 (451) 8611 6769
|
400,000
|
400,000
|
|||
Lanxiang Gao
|
c/o Harbin Electric, Inc.
No. 9, Ha Ping Xi Lu
Ha Ping Lu Ji Zhong Qu, Harbin, PRC 150060
+86 (451) 8611 6769
|
120,010
|
120,010
|
|||
Abax Lotus Ltd.
|
c/o Abax Global Capital (Hong Kong) Limited
Attention: Donald Xiang Dong Yang
Two International Finance Centre
Suite 6708, 8 Finance St., Central, Hong Kong
+(852) 3602 1700
|
1,225,553
|
1,225,553
|
|||
Abax Nai Xin A Ltd.
|
|
c/o Abax Global Capital (Hong Kong) Limited
Attention: Donald Xiang Dong Yang
Two International Finance Centre
Suite 6708, 8 Finance St., Central, Hong Kong
+(852) 3602 1700
|
|
466,467
|
|
466,467
|
(ii)
|
If to Parent:
|
||
c/o Harbin Electric, Inc.
|
|||
No. 9 Ha Ping Xi Lu,
|
|||
Ha Ping Lu Ji Zhong Qu
|
|||
Harbin Kai Fa Qu,
|
|||
Harbin,
|
|||
People’s Republic of China
|
|||
150060
|
|||
Attention: Mr. Tianfu Yang
|
|||
Facsimile: +86 (451) 8611 6769
|
|||
with a copy (which shall not constitute notice) to:
|
|||
Skadden, Arps, Slate, Meagher & Flom LLP
|
|||
30th Floor, China World Office 2
|
|||
1 Jianguomenwai Avenue
|
|||
Beijing 100004, PRC
|
|||
Attention: Michael V. Gisser
|
|||
Peter X. Huang
|
|||
Facsimile: +86 10 6535 5577
|
|||
E-mail: Michael.Gisser@skadden.com
|
|||
Peter.Huang@skadden.com
|
(iii)
|
If to the Company:
|
|
Harbin Electric, Inc.
|
||
No. 9, Ha Ping Xi Lu, Ha Ping Lu Ji Zhong Qu
|
||
Harbin Kai Fa Qu, Harbin, China 150060
|
||
Attention: Mr. Tianfu Yang and Ms. Christy Shue
|
||
Facsimile: +86 451 8611 6769
|
||
E-mail: manager@tech-full.com
|
||
with a copy (which shall not constitute notice) to:
|
||
Gibson, Dunn & Crutcher LLP
|
||
2029 Century Park East
|
||
Los Angeles, California 90067
|
||
Attention: Jonathan K. Layne
|
||
Facsimile: (310) 552-7053
|
||
E-mail: JLayne@gibsondunn.com
|
||
and
|
||
Loeb & Loeb LLP
|
||
345 Park Avenue
|
||
New York, New York 10154
|
||
Attention: Angela Dowd
|
||
Facsimile: (646) 514-2919
|
||
E-mail: ADowd@loeb.com
|
PARENT
|
|||
TECH FULL ELECTRIC COMPANY LIMITED,
|
|||
a Cayman Islands exempted company
|
|||
By:
|
/s/ Tianfu Yang | ||
Name: Tianfu Yang
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Title: Director
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COMPANY
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HARBIN ELECTRIC, INC.
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By:
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/s/ Boyd R. Plowman
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Name: Boyd R. Plowman
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Title: Chairman, Special Committee of the Board of Directors
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STOCKHOLDERS:
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/s/ Tianfu Yang
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Tianfu Yang
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/s/ Tianfu Yang
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Tianli Yang
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/s/ Zedong Xu
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Zedong Xu
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||
/s/ Suofei Xu
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Suofei Xu
|
||
/s/ Lanxiang Gao
|
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Lanxiang Gao
|
By:
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Tianfu Yang
|
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Name: Tianfu Yang
|
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Title: Director
|
By:
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/s/ Donald Xiang Dong Yang
|
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Name: Donald Xiang Dong Yang
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||
Title: Director
|
By:
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/s/ Donald Xiang Dong Yang
|
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Name: Donald Xiang Dong Yang
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Title: Director
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Stockholder Name
|
Address
Facsimile
|
Owned Shares
|
||||
Tianfu Yang
|
c/o Harbin Electric, Inc.
No. 9, Ha Ping Xi Lu
Ha Ping Lu Ji Zhong Qu, Harbin, PRC 150060
+86 (451) 8611 6769
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7,000,000 | ||||
Hero Wave Investments Limited
|
Xi Yuan 17-5, Wan Cheng Hua Fu,
Wan Liu Xi Lu, Hai Dian Qu,
Beijing, China 100089
+86 (451) 8611 6769
|
2,633,354 | ||||
Tianli Yang
|
c/o Harbin Electric, Inc.
No. 9, Ha Ping Xi Lu
Ha Ping Lu Ji Zhong Qu, Harbin, PRC 150060
+86 (451) 8611 6769
|
500,000 | ||||
Zedong Xu
|
c/o Harbin Electric, Inc.
No. 9, Ha Ping Xi Lu
Ha Ping Lu Ji Zhong Qu, Harbin, PRC 150060
+86 (451) 8611 6769
|
350,000 | ||||
Suofei Xu
|
c/o Harbin Electric, Inc.
No. 9, Ha Ping Xi Lu
Ha Ping Lu Ji Zhong Qu, Harbin, PRC 150060
+86 (451) 8611 6769
|
400,000 | ||||
Lanxiang Gao
|
c/o Harbin Electric, Inc.
No. 9, Ha Ping Xi Lu
Ha Ping Lu Ji Zhong Qu, Harbin, PRC 150060
+86 (451) 8611 6769
|
120,000 | ||||
Abax Lotus Ltd.
|
c/o Abax Global Capital (Hong Kong) Limited
Attention: Donald Xiang Dong Yang
Two International Finance Centre
Suite 6708, 8 Finance St., Central, Hong Kong
+(852) 3602 1700
|
1,225,553 | ||||
Abax Nai Xin A Ltd.
|
c/o Abax Global Capital (Hong Kong) Limited
Attention: Donald Xiang Dong Yang
Two International Finance Centre
Suite 6708, 8 Finance St., Central, Hong Kong
+(852) 3602 1700
|
466,467 |
If to Mr. Yang, to:
|
|||
Attention:
|
Mr. Tianfu Yang
|
||
Address:
|
c/o Harbin Electric, Inc.
|
||
No. 9 Ha Ping Xi Lu, Ha Ping Lu Ji Zhong Qu
|
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Harbin Kai Fa Qu, Harbin, People’s Republic of China 150060
|
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Facsimile No.: +86 (451) 8611 6794
|
|||
with a copy to:
|
|||
Attention:
|
Michael V. Gisser / Peter X. Huang
|
||
Address:
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c/o Skadden, Arps, Slate, Meagher & Flom LLP
|
||
30th Floor, China World Office 2
|
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1 Jianguomenwai Avenue
|
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Beijing 100004, PRC
|
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Facsimile No.: +86 10 6535 5577
|
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If to Abax, to: | |||
Attention:
|
Donald Xiang Dong Yang
|
||
Address:
|
c/o Abax Global Capital (Hong Kong) Limited
|
||
Suite 6708, 67/F, Two International Finance Centre
|
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8 Finance Street
|
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Central, Hong Kong
|
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Facsimile No.: +852 3602 1700
|
with a copy to:
|
||
Attention:
|
Mark J. Lehmkuhler
|
|
Address:
|
c/o Davis Polk & Wardwell
|
|
18th Floor, The Hong Kong Club Building
|
||
3A Chater Road
|
||
Central, Hong Kong
|
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Facsimile No.: +852 2533 3388
|
Mr. TIANFU YANG
|
||
By:
|
/s/ Tianfu Yang
|
ABAX GLOBAL OPPORTUNITIES FUND
|
|||
By:
|
/s/ Donald Xiang Dong Yang
|
||
Name:
|
Donald Xiang Dong Yang
|
||
Title:
|
Director
|
||
AGC ASIA 5 LTD.
|
|||
By:
|
/s/ Donald Xiang Dong Yang
|
||
Name:
|
Donald Xiang Dong Yang
|
||
Title:
|
Director
|
||
PROSPER EXPAND LTD.
|
|||
By: Abax Global Capital, its Investment Manager
|
|||
By:
|
/s/ Donald Xiang Dong Yang
|
||
Name:
|
Donald Xiang Dong Yang
|
||
Title:
|
Authorized Signatory
|
Accepted and Agreed to:
|
|
HARBIN ELECTRIC, INC.
|
|
By:
|
/s/ Boyd R. Plowman
|
Name: Boyd R. Plowman
|
|
Title: Chairman, Special Committee
of the Board of Directors
|