0001144204-11-071889.txt : 20111228 0001144204-11-071889.hdr.sgml : 20111228 20111228160135 ACCESSION NUMBER: 0001144204-11-071889 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20111228 DATE AS OF CHANGE: 20111228 GROUP MEMBERS: ABAX GLOBAL CAPITAL GROUP MEMBERS: ABAX GLOBAL CAPITAL (HONG KONG) LTD GROUP MEMBERS: ABAX LOTUS LTD. GROUP MEMBERS: WISE SUN INVESTMENTS LTD. GROUP MEMBERS: XIANG DONG YANG FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fu Li CENTRAL INDEX KEY: 0001343135 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 999 WUYI ROAD JINZHOU DISTRICT STREET 2: DALIAN FUSHI BIMETALLIC MANUFACTURING CO CITY: DALIAN STATE: F4 ZIP: 116100 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fushi Copperweld, Inc. CENTRAL INDEX KEY: 0000710846 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 133140715 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46672 FILM NUMBER: 111284038 BUSINESS ADDRESS: STREET 1: 1 SHUANG QIANG ROAD, JINZHOU CITY: DALIAN STATE: F4 ZIP: 116100 BUSINESS PHONE: (860)435-7000 MAIL ADDRESS: STREET 1: 1 SHUANG QIANG ROAD, CITY: JINZHOU DALIAN F4 STATE: F4 ZIP: 116100 FORMER COMPANY: FORMER CONFORMED NAME: Fushi Copperweld, Inc DATE OF NAME CHANGE: 20080124 FORMER COMPANY: FORMER CONFORMED NAME: FUSHI INTERNATIONAL INC DATE OF NAME CHANGE: 20060213 FORMER COMPANY: FORMER CONFORMED NAME: PARALLEL TECHNOLOGIES INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 v244172_sc13da.htm SC 13D/A Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*

Fushi Copperweld, Inc.
(Name of Issuer)
 
Common Stock, Par Value $.006 Per Share
(Title of Class of Securities)
 
36113E107
(CUSIP Number)
   
Li Fu
Wise Sun Investments Ltd.
TYG Center Tower B, Suite 2601
Dongsanhuan Bei Lu, Bing 2
Beijing, 100027
China
(86) 10 8441 7777
Richard Yee
Abax Global Capital (Hong Kong) Limited
Two International Finance Centre
Suite 6708, 8 Finance Street, Central
Hong Kong
(852) 3602 1815
 
 
With copies to:
 
 
Michael V. Gisser
Peter X. Huang
Skadden, Arps, Slate, Meagher & Flom LLP
30th Floor, China World Office 2
No. 1, Jianguomenwai Avenue
Beijing 100004
China
(86) 10 6535-5599
Akiko Mikumo
Weil, Gotshal & Manges
29/F Gloucester Tower, The Landmark
15 Queen’s Road Central
Hong Kong
(852) 3476 9088
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
December 28, 2011
(Date of Event Which Requires Filing of this Statement)
 
 
 
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*
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.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No.
36113E107
 
1.
NAME OF REPORTING PERSON:  Li Fu
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o         
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): o
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
1,837,2231
8.
SHARED VOTING POWER
9,228,4332
9.
SOLE DISPOSITIVE POWER
1,837,2233
10.
SHARED DISPOSITIVE POWER
9,228,433
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,065,6564
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9%5
14.
TYPE OF REPORTING PERSON
IN
 
1 This includes 61,000 options for shares of Common Stock.
2 This includes shares directly owned by Wise Sun and members of Mr. Fu’s family.
3 This includes 61,000 options for shares of Common Stock.
4 This excludes shares beneficially owned by Abax Lotus, AGC, Abax HK and Mr. Yang.
5 The percentage of beneficial ownership of each Reporting Person is based on 38,265,138 shares of Common Stock, which includes 38,204,138 shares of Common Stock issued and outstanding as of the date of this statement and 61,000 shares of Common Stock issuable to Mr. Fu upon exercise of certain stock options.
 
 
3
 

CUSIP No.
36113E107

1.
NAME OF REPORTING PERSON:  Wise Sun Investments Ltd.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  x
(b)  o        
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): o
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
7,930,090
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
7,930,090
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,065,6566
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9%
14.
TYPE OF REPORTING PERSON
CO
 
6 This excludes shares beneficially owned by Abax Lotus, AGC, Abax HK and Mr. Yang.
 
 
4
 
 
CUSIP No.
36113E107
 
1.
NAME OF REPORTING PERSON:  Abax Lotus Ltd.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b)  o
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): o
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
205,050
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
205,050
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,0507
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5 %
14.
TYPE OF REPORTING PERSON
CO
 
7 This excludes shares beneficially owned by Mr. Fu.
 
 
5
 
 
CUSIP No.
36113E107
 
1.
NAME OF REPORTING PERSON:  Abax Global Capital
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
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): o
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
205,050
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
205,050
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,0508
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5 %
14.
TYPE OF REPORTING PERSON
CO
 
8 This excludes shares beneficially owned by Mr. Fu.
 
 
6
 
 
CUSIP No.
36113E107

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) o         
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
205,050
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
205,050
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,0509
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14.
TYPE OF REPORTING PERSON
CO
 
9 This excludes shares beneficially owned by Mr. Fu.
 
 
7
 
 
CUSIP No.
36113E107
 
1.
NAME OF REPORTING PERSON:  Xiang Dong Yang
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
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): o
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
205,050
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
205,050
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,05010
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14.
TYPE OF REPORTING PERSON
IN
 
10 This excludes shares beneficially owned by Mr. Fu.
 
 
8
 
 
This Schedule 13D/A (the “Schedule 13D/A”) is filed jointly by Li Fu (“Mr. Fu”), Wise Sun Investments Ltd. (“Wise Sun”), Abax Lotus Ltd. (“Abax Lotus”), Abax Global Capital (“AGC”), Abax Global Capital (Hong Kong) Limited, (“Abax HK”) and Xiang Dong Yang (“Mr. Yang”, and together with Mr. Fu, Wise Sun, Abax Lotus, AGC and Abax HK, the “Reporting Persons”).  With respect to Mr. Fu and Wise Sun, this Schedule 13D/A represents Amendment No. 7 to the statement on Schedule 13D with respect to the Company filed jointly by Mr. Fu and Dalian Fushi Enterprises Group Company, Ltd. (“Fushi Group”) with the SEC on January 13, 2006 (the “Original 13D”), as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6 jointly filed by Mr. Fu and Wise Sun with the SEC on February 10, 2009, November 4, 2010, March 1, 2011, November 21, 2011, November 21, 2011 and December 5, 2011, respectively.  This Schedule 13D/A represents Amendment No. 4 to the statement on Schedule 13D with respect to the Company filed by Mr. Yang and Abax HK on November 4, 2010, as amended and supplemented by Amendment No. 1, Amendment No. 2 and Amendment No. 3 filed by Mr. Yang and Abax HK with the SEC on March 1, 2011, November 21, 2011 and December 5, 2011, respectively.  This Schedule 13D/A represents Amendment No. 3 to the statement on Schedule 13D with respect to the Company filed by Abax Lotus and AGC on March 1, 2011, as amended and supplemented by Amendment No. 1 and Amendment No. 2 filed by Abax Lotus and AGC with the SEC on November 21, 2011 and December 5, 2011, respectively.

Item 3.    Source and Amount of Funds or Other Consideration
 
The information set forth in this Item 3 shall be deemed to supplement Item 3 of the Schedule 13D/A filed by the Reporting Persons (other than Abax Lotus and AGC) on November 4, 2010 and amend and restate in its entirety Item 3 of the Schedule 13D/A filed by the Reporting Persons on November 21, 2011 (the “November Schedule 13D/A”).

With respect to the Proposed Transaction described in Item 4 of this Schedule 13D/A, the Reporting Persons anticipate that approximately US$260,000,000 will be expended in acquiring outstanding shares of Common Stock owned by shareholders of the Company other than the Reporting Persons (the “Publicly Held Shares”).

Item 4 of this Schedule 13D/A is incorporated herein by reference.

Item 4.    Purpose of Transaction

The information set forth in this Item 4 shall be deemed to supplement Item 4 of the Schedule 13D/A filed by the Reporting Persons on December 5, 2011.

Notwithstanding the termination of the firm offer to acquire all of the Publicly Held Shares at a purchase price of US$9.25 per share, submitted by Mr. Fu and AGC (acting on behalf of certain investment funds managed, advised and/or appointed by it) to a special committee of the Company’s Board of Directors (the “Special Committee”) on November 17, 2011, the Special Committee subsequently provided Mr. Fu and AGC with additional financial information with respect to the Company.  Additionally, the Special Committee permitted Mr. Fu, AGC and representatives and affiliates of TPG Capital, L.P. (“TPG”) to engage in discussions regarding a transaction with the Company by issuing waivers under their respective confidentiality agreements.

On December 28, 2011, following their review of the additional financial information with respect to the Company provided by the Special Committee, Mr. Fu, AGC (acting on behalf of certain investment funds managed, advised and/or appointed by it) and TPG Growth Asia, Inc. (an affiliate of TPG) submitted a revised firm offer (the “Revised Offer”) to the Special Committee to acquire all of the Publicly Held Shares at a purchase price of US$9.50 per share (the “Offer Price”) (the “Proposed Transaction”).  
 
 
9
 
 
The Revised Offer contemplates that Mr. Fu, an entity or entities nominated by AGC, and an entity or entities affiliated with TPG will form an acquisition vehicle (the “Acquirer”) for the purpose of effecting the Proposed Transaction through a merger.  The Revised Offer further contemplates that the Proposed Transaction will be funded through a combination of the proceeds from a term loan facility from China Development Bank Corporation, the proceeds from an equity investment by certain investment funds managed, advised and/or appointed by AGC, and the proceeds from an equity investment by and/or mezzanine debt financing from TPG or any of its affiliated funds, as well as rollover equity from the Reporting Persons.

The Revised Offer is subject to (i) the negotiation and execution of a definitive merger agreement and other related agreements, including a facility agreement with CDB, mutually acceptable in form and substance to the parties to the Proposed Transaction, and (ii) completion of due diligence to the satisfaction of TPG.  Any such definitive merger agreement entered into in connection with the Proposed Transaction is likely to be subject to customary closing conditions, including approval by the Company’s shareholders of the terms of the Proposed Transaction, accuracy of the representations and warranties given by the parties to the merger agreement, compliance by each party to the merger agreement with its covenants thereunder and the absence of a material adverse effect.  No assurances can be given that any agreement with the Company relating to the Proposed Transaction will be entered into or that the proposed merger will be consummated.

If the Proposed Transaction is completed, the shares of Common Stock would become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act and would be delisted from the NASDAQ Stock Exchange.

Other than as set forth herein or in the Revised Offer, none of the Reporting Persons have any plans or proposals that relate to or would result in any other action specified in clauses (a) through (j) of Item 4 on Schedule 13D.
 
The information set forth in this response to this Item 4 is qualified in its entirety by reference to the Revised Offer which is being filed herewith as Exhibit 7.01 and which is incorporated herein by reference.

Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect toSecurities of the Company.
 
The information set forth in this Item 6 shall be deemed to supplement Item 6 of the November Schedule 13D/A.

Items 3 and 4 of this Schedule 13D/A are incorporated herein by reference.

Item 7.    Material to Be Filed as Exhibits
 
The following is filed herewith as an Exhibit to this Schedule 13D/A:
 
Exhibit 7.01
Offer Letter to the Special Committee of the Board of Directors of Fushi Copperweld, Inc., dated December 28, 2011
 
 
 
10
 
 
SIGNATURE

 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D/A is true, complete and correct.
 
Dated:           December 28, 2011
 
 
Li Fu
  
       
 
 
  /s/ Li Fu  
  Name: Li Fu  
       
 
 
Wise Sun Investments Ltd.
  
       
 
By:
  /s/ Li Fu  
  Name: Li Fu  
  Title: Director  
       
 
 
 
 
 
 
ABAX LOTUS 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: Director  
       
 
 
ABAX GLOBAL CAPITAL (HONG KONG) LIMITED
  
       
 
By:
  /s/ Xiang Dong Yang  
  Name:Xiang Dong Yang  
  Title: Director  
       
 
 
XIANG DONG YANG
  
       
 
 
  /s/ Xiang Dong Yang  
 
Name: Xiang Dong Yang
  
       
 
 
 
 
 
 EX-7.01 2 v244172_ex7-01.htm EXHIBIT 7.01 Unassociated Document

LI FU
ABAX GLOBAL CAPITAL
TPG GROWTH ASIA, INC.
 
 
December 28, 2011

STRICTLY CONFIDENTIAL

By Email (via BAML)

Special Committee of the Board of Directors
Fushi Copperweld, Inc.
TYG Center Tower B, Suite 2601
Dongsanhuan Bei Lu, Bing 2
Beijing, 100027, China
 
  

Dear Members of the Special Committee:

We would like to take this opportunity to update you on the progress we have made since the submission by Mr. Li Fu and Abax Global Capital on November 17, 2011 of a firm offer (the “November Offer”) to acquire all of the outstanding shares of common stock of the Fushi Copperweld, Inc. (the “Company”) not currently owned by Mr. Li Fu and his affiliates (collectively, “Mr. Fu”) and certain investment funds managed, advised and/or appointed by Abax Global Capital and its affiliated management companies (collectively, “Abax”) by Green Dynasty Limited (“Bidco”), a special purpose vehicle formed to effect the proposed going private transaction (the “Transaction”).

Revised Price

We appreciate the Special Committee’s willingness to continue its discussions with us following the expiration of the November Offer on December 2, 2011 and we continue to be extremely enthusiastic about the Transaction.  We are pleased to inform you that TPG Growth Asia, Inc. or its affiliates (collectively, “TPG”) will be joining Mr. Fu and Abax as investors in Bidco as discussed below (Mr. Fu, Abax and TPG are collectively referred to as the “Bidco Consortium”).  The Bidco Consortium has reviewed the additional financial information with respect to the Company provided to us by the Special Committee, and we are pleased to submit our best and final offer price of US$9.50 per share in cash for each outstanding share of common stock of the Company not currently owned by Mr. Fu or Abax (the “Revised Offer”), subject to the terms and conditions set forth in the merger agreement for the transaction (the “Merger Agreement”), a revised draft of which has been provided.  We believe that the Revised Offer provides an attractive alternative to the Company’s shareholders.  In particular, the Revised Offer represents a premium of 26.3% to the closing price of the Company’s common shares on December 27, 2011 and a premium of 38.2% to the volume-weighted average price (“VWAP”) for the last three months, and a premium of 40.1% to the VWAP for the last six months.
 
 
 
 
 
Financing Sources

We had previously provided to the Special Committee a commitment letter from China Development Bank Corporation (“CDB”) for the provision of a senior term loan (the “Loan”) to finance a portion of the funds required for the Transaction.  While we have made significant progress with CDB, the nature of the lengthy bank approval process in China is such that we are unable to submit the draft facility agreement (the “Facility Agreement”) for the Loan with this letter.  We understand that the Special Committee expects the Facility Agreement to be executed concurrently with the Merger Agreement.  As previously discussed, we expect to receive a draft of the Facility Agreement in late January 2012, which should enable us to provide a fully negotiated Facility Agreement to the Special Committee during the second week of February 2012.  Upon receipt thereof, we would expect the Special Committee to give prompt consideration to our Revised Offer and we would be prepared to execute the Merger Agreement concurrently with the Facility Agreement on an expedited basis following your consideration.

We expect that the total amount of funds needed to complete the Transaction will be approximately US$260 million.  We intend to fund the Transaction through a combination of (i) the Loan and (ii) the proceeds from an equity investment from certain investment funds managed, advised and/or appointed by Abax and an equity investment and/or mezzanine debt financing from certain investment funds affiliated with TPG.  We have provided a revised form of equity commitment letter of Abax and a form of equity and mezzanine debt commitment letter of TPG. 

Transaction Documents

We have provided revised drafts of the Merger Agreement and the Limited Guarantee that we are prepared to execute.

Authorization by Special Committee

In light of the foregoing, we ask that the Special Committee extend the period during which Abax, Mr. Fu and TPG may continue to discuss a joint bid with respect to the Transaction until at least February 29, 2012.  We request that the Special Committee consent to this extension as soon as possible and prior to December 31, 2011, the date on which the Special Committee’s current consent will expire.

We continue to be extremely enthusiastic about the Transaction and believe that the Transaction will provide superior value to the Company’s shareholders.  You should be assured that we are fully committed to finalizing the Facility Agreement as expeditiously as possible, targeting the second week of February 2012, and thereafter moving very quickly towards signing a mutually agreeable Merger Agreement.

The Revised Offer and the contents of this letter are subject in all respects to (i) execution of a Facility Agreement with CDB in a form satisfactory to the Bidco Consortium, (ii) our receipt by January 13, 2012 of an executed consent letter from the Special Committee authorizing Abax, Mr. Fu and TPG to continue to discuss a joint bid with respect to the Transaction until at least February 29, 2012, (iii) completion of due diligence to the satisfaction of TPG, and (iv) execution of mutually agreeable definitive documentation with respect to the Transaction.

Should you have any questions on this letter, please do not hesitate to call or email us.  We look forward to hearing from you.


[Remainder of Page Intentionally Left Blank]

 
 
 

Yours sincerely,


Abax Global Capital
  
TPG Growth Asia, Inc.
  
       
       
By: /s/ Donald Yang
  
/s/ Ronald Cami
  
Name: Donald Yang
  
Name: Ronald Cami
  
Title: Managing Partner
  
Title: Authorized Signatory
  
       
       
Mr. Li Fu
      
       
/s/ Li Fu      

cc: 
Patrick Ramsey (Bank of America Merrill Lynch)
Dennis Friedman (Gibson, Dunn & Crutcher LLP)
Eduardo Gallardo (Gibson, Dunn & Crutcher LLP)