sc13da.htm

0001341004-11-000620.txt : 20110302 0001341004-11-000620.hdr.sgml : 20110302 20110301210139 ACCESSION NUMBER: 0001341004-11-000620 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20110302 DATE AS OF CHANGE: 20110301 GROUP MEMBERS: ABAX ARHAT FUND GROUP MEMBERS: ABAX CLAREMONT LTD. GROUP MEMBERS: ABAX GLOBAL CAPITAL GROUP MEMBERS: ABAX GLOBAL OPPORTUNITIES FUND GROUP MEMBERS: ABAX LOTUS LTD. GROUP MEMBERS: ABAX UPLAND FUND LLC 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: 11654096 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 sc13da.htm SC 13D/A sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3 )*

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) 411 8777 7777	Donald Yang Abax Global Capital (Hong Kong) Limited Two International Finance Centre Suite 6708, 8 Finance Street, Central Hong Kong (852) 3602 1988


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 LLP 29/F Gloucester Tower, The Landmark, 15 Queen’s Road Central Hong Kong (852) 3476 9000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


February 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: 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 205,050 (See Item 5)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 205,050 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 205,050 (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) 0.5% (See Item 5)
14.	TYPE OF REPORTING PERSON CO

CUSIP No.

36113E107

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 205,050 (See Item 5)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 205,050 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 205,050 (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) 0.5% (See Item 5)
14.	TYPE OF REPORTING PERSON CO

CUSIP No.

36113E107

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 205,050 (See Item 5)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 205,050 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 205,050 (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) 0.5% (See Item 5)
14.	TYPE OF REPORTING PERSON OO

CUSIP No.

36113E107

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 205,050 (See Item 5)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 205,050 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 205,050 (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) 0.5% (See Item 5)
14.	TYPE OF REPORTING PERSON CO

CUSIP No.

36113E107

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 205,050 (See Item 5)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 205,050 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 205,050 (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) 0.5% (See Item 5)
14.	TYPE OF REPORTING PERSON CO

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) ¨
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 205,050 (See Item 5)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 205,050 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 205,050 (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) 0.5% (See Item 5)
14.	TYPE OF REPORTING PERSON CO

This Schedule 13D/A (“Schedule 13D/A”) is filed jointly by Li Fu (“Mr. Fu”), Wise Sun Investments Ltd. (“Wise Sun”), AGC ASIA 3 LTD. (“AGC Asia 3”), Abax Global Capital (Hong Kong) Limited (“Abax HK”), Abax Lotus Ltd. (“Abax Lotus”), Abax Global Opportunities Fund (“Global Fund”), Abax Upland Fund LLC (“Upland”), Abax Arhat Fund (“Arhat”), Abax Claremont Ltd. (“Upland Managing Member”), Abax Global Capital (“AGC”) and Xiang Dong Yang (“Mr. Yang”; collectively with Mr. Fu, Wise Sun, AGC Asia 3 Abax HK, Abax Lotus, Global Fund, Upland, Arhat, Upland Managing Member and AGC, the “Reporting Persons”). This Schedule 13D/A represents : (i) for Mr. Fu and Wise Sun, Amendment No. 3 to the statement on Schedule 13D with respect to the Company filed jointly by Mr. Fu and Dalian Fushi Enterprises Group Company, Ltd. with the SEC on January 13, 2006, as amended and supplemented by Amendments No. 1 and 2 jointly filed by Mr. Fu and Wise Sun with the SEC on February 10, 2009 and November 4, 2010, respectively, and (ii) for Mr. Yang, AGC Asia 3 and Abax HK, Amendment No. 1 to the initial statement on Schedule 13D with respect to the Company filed on November 4, 2010 by Mr. Yang, AGC Asia 3 and Abax HK. This Schedule 13D/A represents the initial statement on Schedule 13D filed by Abax Lotus, Global Fund, Upland, Arhat, Upland Managing Member and AGC with respect to the Company. “Abax Parties” refers, collectively, to Mr. Yang, Abax HK, AGC Asia 3, Abax Lotus, Global Fund, Upland, Arhat, Upland Managing Member and AGC.

Item 2. Identity and Background

The information set forth in this Item 2 shall be deemed to supplement Item 2 of the Schedule 13D/A filed by Mr. Fu, Wise Sun, AGC Asia 3 and Abax HK on November 4, 2010 (the “November Schedule 13D/A”).

(a) This Schedule 13D/A is being filed jointly on behalf of the Reporting Persons. A Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 7.08.

(b) Each of Abax Lotus’, Global Fund’s, Upland’s, Arhat’s, Upland Managing Member’s, AGC’s, and each Abax Person’s (as defined below in Item 2(c)) business address is Two International Finance Centre, Suite 6708, 67/F, 8 Finance Street, Central, Hong Kong.

(c) The information set forth below in this Item 2(c) shall be deemed to amend and restate in its entirety the third paragraph of Item 2(c) in the November Schedule 13D/A.

Global Fund is the sole shareholder of Abax Lotus. Arhat and Upland together hold 100% of 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. Abax HK is the investment advisor to AGC, Arhat, Upland, Global Fund, Abax Lotus, and AGC Asia 3 and is an asset manager focused on Asian private and public investments with an emphasis on Greater China.

Mr. 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, as amended) all shares of Common Stock that are owned beneficially and directly by Abax Lotus. Mr. Yang is the ultimate controlling shareholder of Abax HK and may be deemed to beneficially own the shares owned by AGC Asia 3. Each of Arhat, Upland, AGC, Upland Managing Member, Abax HK, Global Fund and Mr. Yang disclaims beneficial ownership of such shares for all other purposes.

The name, title, present principal occupation or employment of each of the Abax Parties’ directors and executive officers, each of whom is an “Abax Person,” is set forth below:

For Abax HK and AGC:

Name	Occupation/Position	Entity
Mr. 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

For Abax Lotus, Global Fund, Arhat, and Upland Managing Member:

Name	Occupation/Position	Entity
Mr. Yang	Director	Abax Lotus, Global Fund, Arhat, Upland Managing Member
Mr. Frank Feng Qian	Director	Abax Lotus, Global Fund, Arhat, Upland Managing Member
Mr. Ron Silverton	Director	Abax Lotus, Global Fund, Arhat, Upland Managing Member
Mr. Xiaoxin Chen	Director	Abax Lotus, Global Fund, Arhat, Upland Managing Member

For AGC Asia 3:

Mr. Yang	Director	AGC Asia 3
Mr. Frank Feng Qian	Director	AGC Asia 3

(d) During the past five years, none of Abax Lotus, Global Fund, Arhat, Upland, Upland Managing Member and AGC nor any officer, director or control person of such has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of Abax Lotus, Global Fund, Arhat, Upland, Upland Managing Member and AGC has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, pursuant to which such person, 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) 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; Mr. William Hoi Hin Chan is a citizen of Hong Kong; Mr. John Lu Goh is a citizen of Singapore; Mr. Richard Yee is a citizen of the United States; Mr. Ron Silverton is a citizen of the United States; and Mr. Xiaoxin Chen is a citizen of the People’s Republic of China.

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 November 4, 2010.

On February 28, 2011, Mr. Fu and Abax HK entered into a letter agreement to terminate the Consortium Agreement in its entirety (the “Consortium Termination Agreement”). Pursuant to the Consortium Termination Agreement, Mr. Fu will no longer have an exclusive relationship with Abax HK in pursuing the Acquisition, and will be free to seek alternative equity financing arrangements for the Acquisition should he determine to do so. Notwithstanding the Consortium Termination Agreement, Mr. Fu may continue to work with Abax HK toward developing a proposal for an Acquisition; however, no assurances can be given that any agreement with Abax HK or the Company relating to the proposed Acquisition will be entered into or be consummated.

The references to the Consortium Termination Agreement in this Schedule 13D/A are qualified in their entirety by reference to the Consortium Termination Agreement itself, which is attached hereto as an Exhibit and incorporated by reference as if set forth in its entirety.

On February 28, 2011, Mr. Fu and Abax HK each entered into a confidentiality and standstill agreement with the Company (each a "Confidentiality Agreement"), whereby Mr. Fu and Abax HK agreed, among other things, to keep confidential any nonpublic information provided to them for the purposes of evaluating and/or consummating an Acquisition.

The terms of the Confidentiality Agreements further include that without the prior written consent of the special committee of the Board (the “Special Committee”), neither Mr. Fu nor Abax HK will enter into any agreement or arrangement with a potential debt financing source to restrict it from providing debt financing to any other potential purchaser of all or any part of the Company. In addition, for a period of eighteen months after the date of the Confidentiality Agreements, except with the written consent of the Special Committee, neither Mr. Fu nor Abax HK or Mr. Yang (including any affiliate in which Abax HK or Mr. Yang owns a controlling interest) will, with respect to the Company and its affiliates, in any manner (a) participate in, propose or encourage (i) any acquisition of securities or assets; (ii) any tender offer, merger or other business combination; (iii) any recapitalization, restructuring, dissolution or other extraordinary transaction; or (iv) any "solicitation" of "proxies"; (b) form, join or participate in a "group", except for any group identified in this Schedule 13D/A, with respect to any voting securities; (c) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, Board, shareholders, policies or affairs; (d) enter into any discussions or arrangements with any third party with respect to any of the foregoing; or (e) make any public disclosure, or take any action that might force the Company, the Special Committee, or any other person to make any public disclosure regarding these matters. However, the Reporting Persons and their representatives are authorized by the Special C ommittee to engage in non-exclusive discussions with each other in connection with submitting a transaction proposal to the Special Committee consistent with the terms attached to the Confidentiality Agreements; provided that the Special Committee may at any time and in its sole discretion, revoke such authorization. Mr. Fu further agreed that he will reasonably cooperate with the due diligence investigation of the Company by the Special Committee's financial and legal advisors.

The references to Confidentiality Agreements in this Schedule 13D/A are qualified in their entirety by reference to the Confidentiality Agreements themselves, which are attached hereto as Exhibits and incorporated by reference as if set forth in their entirety.

Item 5. Interest in Securities of the Company

The information set forth in this Item 5 shall be deemed to amend and restate in their entirety the sixth and seventh paragraphs of Item 5(a)-(b) as well as Item 5(c) of the November Schedule 13D/A.

Paragraph 6

On February 28, 2011, AGC Asia 3 transferred all of its 205,050 shares of Common Stock, representing approximately 0.5% of the outstanding shares of Common Stock, to Abax Lotus, which now holds these 205,050 shares of Common Stock. Abax HK is the investment advisor to both AGC Asia 3 and Abax Lotus. Mr. Yang is a director of Abax HK and Abax Lotus, as well as the Chief Investment Officer, President and ultimate controlling shareholder of Abax HK. Abax HK and Mr. Yang therefore may be deemed to beneficially own and have shared voting and dispositive power over the shares of Common Stock owned by Abax Lotus.

Paragraph 7

By virtue of their actions to pursue the Acquisition as described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Exchange Act. As a member of a group, each Reporting Person may be deemed to beneficially own the Common Stock beneficially owned by the members of the group as a whole; thus, the Reporting Persons may be deemed to beneficially own in the aggregate 11,320,705 shares of Common Stock, which represents approximately 29.9% of the outstanding Common Stock. Each of the Abax Parties and Mr. Yang disclaims any beneficial ownership of such shares held by Mr. Fu and Wise Sun. Each of Mr. Fu and Wise Sun disclaims beneficial ownership of such shares held by the Abax Parties and Mr. Yang.

Item 5(c)

To the best knowledge of each of the Reporting Persons, none of the Reporting Persons and no other person described in Item 2 hereof has effected any transactions relating to the Common Stock of the Issuer during the past sixty (60) days, except that AGC Asia 3 transferred 205,050 shares of Common Stock to Abax Lotus for consideration of $9.64 per share, the closing price of the shares on January 31, 2011. Abax HK is the investment advisor to both AGC Asia 3 and Abax Lotus.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company

The information set forth in this Item 6 shall be deemed to amend and restate in its entirety the third paragraph of Item 6 of the November Schedule 13D/A.

Abax HK is the investment advisor to Abax Lotus. Mr. Yang is a director of Abax HK and Abax Lotus, as well as the Chief Investment Officer, President and ultimate controlling shareholder of Abax HK. Abax Lotus, Abax HK and Mr. Yang therefore may be deemed to beneficially own and have shared voting and dispositive power over the shares of Common Stock owned by Abax Lotus.

Item 7. Material to Be Filed as Exhibits

The following is filed herewith as an Exhibit to this Schedule 13D/A:

	Exhibit 7.05	Consortium Termination Agreement by and among Mr. Li Fu and Abax Global Capital (Hong Kong) Limited, dated February 28, 2011

	Exhibit 7.06	Confidentiality Agreement dated February 28, 2011 by and among Fushi Copperweld, Inc., its Special Committee and Mr. Li Fu

	Exhibit 7.07	Confidentiality Agreement dated February 28, 2011 by and among Fushi Copperweld, Inc., its Special Committee and Abax Global Capital (Hong Kong) Limited

	Exhibit 7.08	Joint Filing Agreement by and among the Reporting Persons, dated March 1, 2011

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: March 1, 2011

	Li Fu


	/s/ Li Fu
	Name: Li Fu


	Wise Sun Investments Limited


	By:	/s/ Li Fu
	Name:	Li Fu
	Title:	Director

	AGC Asia 3 Ltd.


	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


	Abax Lotus 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:	/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:	Director


	Xiang Dong Yang


	/s/ Xiang Dong Yang
	Name:	Xiang Dong Yang

EX-99 2 ex7-05.htm EXHIBIT 7.05 - CONSORTIUM TERMINATION AGREEMENT ex7-05.htm

EXHIBIT 7.05

CONSORTIUM TERMINATION AGREEMENT

Abax Global Capital (Hong Kong) Limited

Two International Finance Centre

Suite 6708, 8 Finance Street, Central

Hong Kong

February 28, 2011

Mr. Li Fu

TYG Center Tower B, Suite 2601

Dongsanhuan Bei Lu, Bing 2

Beijing, 100027, China

Dear Mr. Fu:

You and we are parties to a consortium agreement dated November 3, 2010 (the “Agreement”), pursuant to which you agreed to cooperate exclusively with Abax Global Capital (Hong Kong) Limited (“Abax”) to pursue a possible acquisition (the “Transaction”) of Fushi Copperweld, Inc. (“Fushi”). Pursuant to the Agreement, you and Abax submitted a preliminary non - -binding proposal for the Transaction to the board of directors of Fushi (the “Board”) on November 3, 2010 (the “Proposal”). You have informed us that you now wish to terminate the Agreement at the request of the Special Committee of the Board.

Accordingly, the parties agree as follows:

1. Termination. Mr. Fu and Abax hereby mutually agree to terminate the Agreement pursuant to its terms effective immediately upon the delivery of this Agreement to the Special Committee.

2. Confidentiality. Each of Mr. Fu and Abax shall, and shall direct its employees, directors, officers, partners, members, affiliates, agents, advisors (including but not limited to legal counsel, accountants, consultants and financial advisors) to, keep this letter agreement, the Agreement and all discussions, negotiations and other information with respect to this letter agreement and the Agreement confidential, other than as mutually agreed in writing by you and Abax or as required by applicable laws, rules or regulations.

3. Governing Law; Arbitration. This letter agreement and all matters arising out of or relating to this letter agreement shall be governed by and construed in accordance with the laws of Hong Kong, without reference to conflict of laws principles. Any dispute, controversy or claim arising out of or relating to this letter agreement, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “Rules”) in force when the notice of arbitration is submitted in accordance with these Rules. There shall be three arbitrators. The arbitration proceedings shall be conducted in English.

5. Counterparts; Entire Agreement. This letter agreement may be signed and delivered by facsimile or portable document format via electronic mail and in one or

more counterparts, each of which shall be deemed an original but all of which shall be deemed to constitute a single instrument. This letter agreement sets forth the entire agreement and understanding among the parties and supersedes all prior agreements, discussions and documents relating thereto, including, but not limited to, the Agreement. No party hereto will be entitled to punitive, exemplary, special, unforeseen, incidental, indirect or other consequential damages.

Please confirm your agreement with the foregoing by having a duly authorized officer of your organization sign and return one copy of this letter to the undersigned, whereupon this letter agreement shall become a binding agreement among Mr. Fu and Abax.

Very truly yours,

Abax Global Capital (Hong Kong) Limited


By:	/s/ Richard Yee
	Name:	Richard Yee
	Title:	Authorized signatory

CONFIRMED AND AGREED

as of the date written above:

/s/ Li Fu
Name:	Mr. Li Fu

EX-99 3 ex7-06.htm EXHIBIT 7.06 - CONFIDENTIALITY AGREEMENT ex7-06.htm

EXHIBIT 7.06

CONFIDENTIALITY AGREEMENT WITH MR. LI FU

FUSHI COPPERWELD, INC.

TYG Center Tower B, Suite 2601

Dongsanhuan Bei Lu, Bing 2

Bejing, 100027, China

February 28, 2011

Mr. Li Fu

1 Shuang Qiang

Jinzhou, Dailan, 116100

People Republic of China

Ladies and Gentlemen:

You have requested information concerning Fushi Copperweld, Inc. and/or its subsidiaries, affiliates or divisions (collectively, the "Company") in connection with your consideration of a possible negotiated transaction (the "Transaction") with the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, such information being furnished to you and your employees, agents, advisors, representatives, investment bankers, Qualified Debt Financing Sources and affiliates (including, without limitation, attorneys, accoun tants, consultants and any representatives of such advisors) (collectively, "Representatives"), you agree to treat any and all information concerning the Company obtained by you or your Representatives (regardless of whether obtained before, on or after the date of this letter agreement (this "Agreement") and regardless of the manner or form in which it is obtained, including without limitation all written, oral and electronic communications), together with any notes, analyses, compilations, studies, interpretations, documents or records containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, the "Evaluation Material"), in accordance with the provisions of this Agreement, and to take or abstain from taking the other actions hereinafter set forth. For purposes of this Agreement, a "Qualified Debt Financing Source" is a financing institution that (a) is a bona fide potential provider of debt (but not equity other than as part of the debt financing) financing to you in connection with a Transaction, (b) has not agreed and will not agree, directly or indirectly, to work with or lend to you or your affiliates on an exclusive basis in connection with the Transaction and (c) has received written notification from you (which has not been revoked) to the effect that such financial institution is free to offer debt financing to any potential purchaser of all or any part of the Company. For purposes of this Agreement, the term “affiliate” has the meaning assigned thereto in Rule 12b-2 under the Securities Exchange Act of 1934.

The term "Evaluation Material" does not include information that (a) is or becomes generally available to the public other than as a result of a direct or indirect disclosure by you or your Representatives, (b) was within your possession on a non-confidential basis prior to its being furnished to you by or on behalf of the Company, (c) is received from a

source other than the Company or any of its Representatives or (d) was or is independently developed by you or your Representatives without the use of the Evaluation Material; provided, that in the case of (b) and (c) above, the source of such information was not, to your knowledge, bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or the Special Committee of the Board of Directors of the Company (the "Special Committee") with respect to such information.

You hereby agree that you and your Representatives will (a) use the Evaluation Material solely for the purposes of evaluating and, if applicable, consummating the Transaction, (b) keep the Evaluation Material confidential and (c) not disclose any of the Evaluation Material without the prior written consent of the Special Committee; provided, however, that you may disclose any of such information to your Representatives (i) who need to know such information for the sole purposes of evaluating and/or consummating the Transaction, and (ii) who are informed by you of the confidential nature of such information and agree to comply with the obligations set forth herein that are applic able to Representatives. You will be responsible for any breach by any of your Representatives to the extent that such breach violates the terms of this Agreement applicable to such Representative and you agree to take reasonable measures to restrain your Representatives from disclosure or improper use of the Evaluation Material. You may also disclose such Evaluation Material to Abax Global Capital (Hong Kong) Limited ("Abax") and its Representatives who need to know such information for the sole purposes of evaluating and/or consummating a Transaction with you and the Company. You represent and warrant that the Consortium Agreement, dated as of November 3, 2010, between you and Abax has been terminated and that there are no rights or obligations outstanding pursuant thereto.

Notwithstanding anything herein to the contrary, nothing in this Agreement shall restrict you or prevent you from conducting activities in your capacity as Chief Executive Officer, Chairman or a member of the Board of Directors of the Company insofar as you take such action in one of those capacities and not as a holder of securities of the Company.

You and your Representatives agree, without the prior written consent of the Special Committee, not to disclose to any person that the Evaluation Material has been made available to you, that discussions or negotiations are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto (including the status thereof), nor will you have any communications whatsoever with any other person, including without limitation another person who may be interested in a possible transaction with the Company, concerning the Transaction; provided, however, that (i) you may make such disclosures which you have been advised by your outside legal counsel are legally required, a nd you have, to the extent reasonably practicable and permitted by law, consulted with the Company and the Special Committee prior to making any such disclosure and (ii) you may make such disclosure to Abax and its Representatives. The term "person" as used in this Agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity.

Your Representatives will not initiate or maintain contact with the Company or its Representatives regarding the business, operations, prospects or finances of the Company, except with the express permission of the Special Committee. The Special Committee will arrange for appropriate contacts for due diligence purposes. Your Representatives will submit all (a) communications regarding a possible transaction; (b) requests for additional information; (c) requests for facility tours or management meetings; and (d) questions regarding procedures only to persons specifically designated by the Special Committee for that purpose.

Without the prior written consent of the Special Committee, you will not enter into any agreement, arrangement or any other understanding, whether written or oral, with any potential financing source or sources that may reasonably be expected to limit, restrict, restrain, otherwise impair in any manner, directly or indirectly, the ability of such financing source or sources to provide financing or other assistance to any other party in any other Transaction involving the Company. You also represent that you have not entered into such an agreement, arrangement or understanding prior to the date hereof.

In the event that you or any of your Representatives are required by applicable law, regulation or legal process to disclose any of the Evaluation Material, you will, to the extent reasonably practicable and permitted by law, promptly notify the Company and the Special Committee in writing by facsimile so that the Company or the Special Committee may seek a protective order or other appropriate remedy. Nothing herein shall be deemed to prevent you or your Representatives, as the case may be, from honoring a subpoena that seeks discovery of the Evaluation Material if (a) a motion for a protective order, motion to quash and/or other motion filed to prevent the production or disclosure of the Evaluation Material has been denied; provided, however, that you disclose only that portion of the Evaluation Material which your outside legal counsel advises you is legally required and that you exercise reasonable efforts to preserve the confidentiality of the remainder of the Evaluation Material or (b) the Special Committee consents in writing to having the Evaluation Material produced or disclosed pursuant to the subpoena. In no event will you, or any of your Representatives, oppose action by the Company or the Special Committee to obtain a protective order or other relief to prevent the disclosure of the Evaluation Material or to obtain reliable assurance that confidential treatment will be afforded the Evaluation Material.

If you determine not to proceed with the Transaction, you will promptly notify the Company and the Special Committee of that decision. In that case, or at any time upon the written request of the Company or the Special Committee for any reason, you will either (a) promptly destroy all copies of the Evaluation Material in your possession and direct your Representatives to do the same or (b) promptly deliver to the Company at your own expense all remaining copies of the Evaluation Material in your and your Representatives' possession. Upon the written request of the Company or the Special Committee, you agree promptly to certify to the Company and the Special Committee that you have complied with your obligations under this paragraph. Notwithstanding the return or destruction of the Evaluat ion Material, you and your Representatives will continue to be bound by your obligations hereunder.

You understand and acknowledge that neither the Company, the Special Committee nor any of their Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material. You agree that neither the Company, the Special Committee nor any of their Representatives shall have any liability to you or to any of your Representatives relating to or resulting from the use of the Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties that are made in a Definitive Agreement (as defined in the next sentence) regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. The term "Definitive Agreement" means a written contract executed by all parties thereto for the Transaction, which contract binds the parties thereto to close such Transaction, subject only to such conditions to closing as may be negotiated between the parties thereto, and does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or verbal acceptance of an offer or bid.

Each party understands and agrees that no contract or agreement providing for any transaction between them shall be deemed to exist between them unless and until a Definitive Agreement has been executed and delivered, and each party hereby waives, in advance, any claims (including, without limitation, breach of contract and tortious interference claims) in connection with the Transaction unless and until the parties shall have entered into a Definitive Agreement. Each party also agrees that unless and until a Definitive Agreement regarding a Transaction between them has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this Agreement except for the matters specifically agreed to herein. You further acknowledge a nd agree that (a) the Special Committee and its Representatives will be free to conduct the process, if any, for the Transaction as it in its sole discretion determines (including, without limitation, negotiating with any prospective buyer(s) and entering into a Definitive Agreement without prior notice to you) and (b) any procedures relating to entering into such Transaction may be changed at any time without notice to you.

The Special Committee reserves the right at any time, in its sole discretion, for any reason or no reason, to reject any and all proposals made by you or any of your Representatives with regard to a Transaction, terminate discussions and negotiations with you, and refuse to provide any further access to the Evaluation Materials. All Evaluation Material shall remain the property of the Company. No rights to use, license or otherwise exploit any Evaluation Material are granted to you or any of your Representatives, by implication or otherwise, except for the right to consider such Evaluation Material for the limited purposes explicitly provided by this Agreement.

For a period of eighteen (18) months after the date of this Agreement, except with the prior written consent of the Special Committee, neither you nor any of your affiliates will in any manner, directly or indirectly, (a) effect, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist or encourage any other person to effect, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial

ownership thereof) or assets of the Company or any of its affiliates, including rights or options to acquire such ownership; (ii) any tender or exchange offer, merger or other business combination involving the Company or any of its affiliates; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its affiliates; or (iv) any "solicitation" of "proxies" (as such terms are defined in Rule 14a-1 of Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), disregarding clause (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b)) or consents to vote any voting securities of the Company or any of its affiliates; (b) form, join or in any way participate in a "group" (as such term is used in Rule 13d-5 under the Exchange Act) with respect to any voting securities of the Company or any of its affiliates or otherwise act in concert with any person in respect of any such securities, excepting any "group" identified in the schedule 13D/A filed with the SEC on November 4, 2010 as a joint filing by you, Wise Sun Investments Ltd., AGC ASIA 3 LTD., Abax HK and Xiang Dong Yang; (c) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, Board of Directors, governing instruments, shareholders, policies or affairs of the Company or any of its affiliates; (d) enter into any discussions or arrangements with any third party with respect to any of the foregoing; or (e) make any public disclosure, or take any action that might force the Company, the Special Committee, a ny of its affiliates or any other person to make any public disclosure, with respect to the matters set forth in this Agreement. You also agree during such period not to request that the Company or the Special Committee (or any of their Representatives), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence). Notwithstanding the foregoing clauses (a), (b) and (d) of this paragraph, you and your Representatives are hereby authorized to engage in non-exclusive discussions with Abax and its Representatives in connection with submitting a Transaction proposal to the Special Committee consistent with the terms described in Annex A hereto; provided that the Special Committee, at any time and in its sole discretion, may revoke such authorization by delivering to you written notice thereof, at which time you shall immediately cease such discussions.

If the Company or the Special Committee is or becomes a party to any agreement that relates to the Transaction or a transaction comparable to the Transaction and that contains standstill provisions that are materially less restrictive taken as a whole upon the other party to such agreement than the standstill provisions set forth in the first sentence of the preceding paragraph, the Company and the Special Committee shall promptly offer to amend the standstill provisions set forth in the first sentence of the preceding paragraph to be in a form substantially identical to the standstill provisions contained in such other agreement; it being understood that neither the Company nor the Special Committee shall have any obligation to disclose to you the identity of any counterparty to the agreement containing the less restrictive stand still provisions except as otherwise specifically agreed to in writing by the parties hereto in a Definitive Agreement.

It is understood and agreed that you (i) shall within three (3) business days from the date hereof inform the Special Committee in writing of any indications of interest, proposals or inquiries you or your Representatives have received to date from any third

parties regarding a strategic transaction with the Company, including, without limitation, a merger, acquisition, consolidation, reorganization, recapitalization, restructuring, sale of assets, share exchange, leveraged buyout, joint or collaborative venture, minority investment or partnership, lease or license or similar transaction (collectively, "Inquiries"); (ii) shall promptly inform the Special Committee in writing of any Inquiries you receive within eighteen (18) months after the date hereof and (iii) shall not disclose any Inquiries or the terms, conditions or other facts with respect thereto (including the status thereof) to Abax or its Representatives. You further agree that you shall reasonably cooperate with, and not impede, the due diligence investigation of the Company by the Special Committee's financial a nd legal advisors.

To the extent that any Evaluation Material may include materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, you understand and agree that the parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties that the sharing of such materials is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privileg e shall remain entitled to such protection under these privileges, this Agreement, and the joint defense doctrine.

No provision in this Agreement can be waived or amended except by the written consent of the Special Committee. Any attempted waiver or modification in violation of this provision shall be void.

It is understood and agreed that no failure or delay by the Company or the Special Committee in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.

You acknowledge that money damages would not be a sufficient remedy for any breach of this Agreement by you or any of your Representatives and the Company is entitled to seek from a court of competent jurisdiction (i) an order finding that the Company has been irreparably harmed as a result of any such breach and (ii) the granting of injunctive relief without proof of actual damages as a remedy for any such breach, and you further waive any requirement for the securing or posting of any bond in connection with any such remedy. Such remedies shall not be deemed to be the exclusive remedies for a breach by you of this Agreement but shall be in addition to all other remedies available at law or equity.

This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without reference to its conflicts of law principles (other than Section 5-1401 of the General Obligations Law of the State of New York).

Each party irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by the other party or its successors or assigns shall be brought and determined in any New York State or federal court sitting in the Borough of Manhattan in The City of New York (or, if such court lacks subject matter jurisdiction, in any appropriate New York State or federal court), and each party hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each party agrees not to commence any action, suit or proceeding relating thereto except in the courts desc ribed above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth herein shall be effective service of process for any action, suit or proceeding brought against either party in any such court and the parties further waive any argument that such service is insufficient. Each party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

The provisions of this Agreement shall be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.

This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed original, and all such counterparts shall together constitute one and the same instrument.

This Agreement and the rights and obligations herein may not be assigned or otherwise transferred, in whole or in part, by either party without the express written consent of the other party.

The terms of this Agreement shall terminate and be of no further force or effect two years from and after the date hereof; provided, however, that the termination of this letter agreement shall not relieve you with respect to any breach of this Agreement that occurred prior to such termination.

[The remainder of this page is intentionally left blank.]

Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you, the Company and the Special Committee.

Very truly yours,

FUSHI COPPERWELD, INC.


By:	/s/ Li Fu
	Name:	Mr. Li Fu
	Title:	Chairman and Co-CEO



THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF FUSHI COPPERWELD, INC.


By:	/s/ John F. Perkowski
	Name:	John F. Perkowski
	Title:	Chairman

Accepted and agreed as of the date

first written above:

By:	/s/ Li Fu
	Name:	Mr. Li Fu

EX-99 4 ex7-07.htm EXHIBIT 7.07 - CONFIDENTIALITY AGREEMENT ex7-07.htm

EXHIBIT 7.07

CONFIDENTIALITY AGREEMENT WITH ABAX GLOBAL CAPITAL (HONG KONG) LIMITED

FUSHI COPPERWELD, INC.

TYG Center Tower B, Suite 2601

Dongsanhuan Bei Lu, Bing 2

Bejing, 100027, China

February 28, 2011

Abax Global Capital (Hong Kong) Limited

Two International Finance Centre

Suite 6708, 8 Finance Street, Central

Hong Kong

Ladies and Gentlemen:

You have requested information concerning Fushi Copperweld, Inc. and/or its subsidiaries, affiliates or divisions (collectively, the "Company") in connection with your consideration of a possible negotiated transaction (the "Transaction") with the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, such information being furnished to you and your directors, officers, employees, agents, advisors, representatives, investment bankers, Qualified Debt Financing Sources and affiliates (including, without limitati on, attorneys, accountants, consultants and any representatives of such advisors) (collectively, "Representatives"), you agree to treat any and all information concerning the Company obtained by you or your Representatives (regardless of whether obtained before, on or after the date of this letter agreement (this "Agreement") and regardless of the manner or form in which it is obtained, including without limitation all written, oral and electronic communications), together with any notes, analyses, compilations, studies, interpretations, documents or records containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, the "Evaluation Material"), in accordance with the provisions of this Agreement, and to take or abstain from taking the other actions hereinafter s et forth. For purposes of this Agreement, a "Qualified Debt Financing Source" is a financing institution that (a) is a bona fide potential provider of debt (but not equity other than as part of the debt financing) financing to you in connection with a Transaction, (b) has not agreed and will not agree, directly or indirectly, to work with or lend to you or your affiliates on an exclusive basis in connection with the Transaction and (c) has received written notification from you (which has not been revoked) to the effect that such financial institution is free to offer debt financing to any potential purchaser of all or any part of the Company. For purposes of this Agreement, the term “affiliate” has the meaning assigned thereto in Rule 12b-2 under the Securities Exchange Act of 1934.

You hereby agree that you and your Representatives will (a) use the Evaluation Material solely for the purposes of evaluating and, if applicable, consummating the Transaction, (b) keep the Evaluation Material confidential and (c) not disclose any of the Evaluation Material without the prior written consent of the Special Committee; provided, however, that you may disclose any of such information to your Representatives (i) who need to know such information for the sole purposes of evaluating and/or consummating the Transaction, and (ii) who are informed by you of the confidential nature of such information and agree to comply with the obligations set forth herein that are applic able to Representatives. You will be responsible for any breach by any of your Representatives to the extent that such breach violates the terms of this Agreement applicable to such Representative and you agree to take reasonable measures to restrain your Representatives from disclosure or improper use of the Evaluation Material. You may also disclose such Evaluation Material to Mr. Li Fu and his Representatives who need to know such information for the sole purposes of evaluating and/or consummating a Transaction with you and the Company. You represent and warrant that the Consortium Agreement, dated as of November 3, 2010, between you and Mr. Fu has been terminated and that there are no rights or obligations outstanding pursuant thereto.

You and your Representatives agree, without the prior written consent of the Special Committee, not to disclose to any person that the Evaluation Material has been made available to you, that discussions or negotiations are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto (including the status thereof), nor will you have any communications whatsoever with any other person, including without limitation another person who may be interested in a possible transaction with the Company, concerning the Transaction; provided, however, that (i) you may make such disclosures which you have been advised by your outside legal counsel are legally required, a nd you have, to the extent reasonably practicable and permitted by law, consulted with the Company and the Special Committee prior to making any such disclosure and (ii) you may make such disclosure to Mr. Fu and his Representatives. The term "person" as used in this Agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity.

Neither you nor your Representatives will initiate or maintain contact with the Company or its Representatives (other than Mr. Fu) regarding the business, operations, prospects or finances of the Company, except with the express permission of the Special Committee. The Special Committee will arrange for appropriate contacts for due diligence purposes. You will submit all (a) communications regarding a possible transaction; (b) requests for additional information; (c) requests for facility tours or management

meetings; and (d) questions regarding procedures only to persons specifically designated by the Special Committee for that purpose. For a period of two years after the date hereof, you will not solicit for employment (including as an independent contractor) any officer or employee of the Company of whom you become aware as part of your evaluation of the Transaction; provided, however, that the foregoing provisions will not prevent you from employing any such person who contacts you solely on his or her own initiative or in response to general advertisements in periodicals including newspapers and trade publications.

For a period of eighteen (18) months after the date of this Agreement, except with the prior written consent of the Special Committee, neither you nor Mr. Xiang Dong Yang nor any affiliates in which you or Mr. Yang own a direct or indirect controlling interest will in any manner, directly or indirectly, (a) effect, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist or encourage any other person to effect, offer or propose (whether publicly or

otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or assets of the Company or any of its affiliates, including rights or options to acquire such ownership; (ii) any tender or exchange offer, merger or other business combination involving the Company or any of its affiliates; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its affiliates; or (iv) any "solicitation" of "proxies" (as such terms are defined in Rule 14a-1 of Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), disregarding clause (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicita tion pursuant to Rule 14a-2(b)) or consents to vote any voting securities of the Company or any of its affiliates; (b) form, join or in any way participate in a "group" (as such term is used in Rule 13d-5 under the Exchange Act) with respect to any voting securities of the Company or any of its affiliates or otherwise act in concert with any person in respect of any such securities, excepting any "group" identified in the schedule 13D/A that will be filed with the SEC on March 1, 2011 as a joint filing by Mr. Fu, Wise Sun Investments Ltd., AGC Asia 3 Ltd., Abax HK, Abax Lotus Ltd., Abax Global Opportunities Fund, Abax Upland Fund LLC, Abax Arhat Fund, Abax Claremont Ltd., Abax Global Capital and Xiang Dong Yang; (c) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, Board of Directors, governing instruments, shareholders, policies or affairs of the Company or any of its affiliates; (d) enter into any discussions or arrangements with any third party with respect to any of the foregoing; or (e) make any public disclosure, or take any action that might force the Company, the Special Committee, any of its affiliates or any other person to make any public disclosure, with respect to the matters set forth in this Agreement. You also agree during such period not to request that the Company or the Special Committee (or any of their Representatives), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence). Notwithstanding the foregoing clauses (a), (b) and (d) of this paragraph, you and your Representatives are hereby authorized to engage in non-exclusive discussions with Mr. Fu and his Representatives in connection with submitting a Transaction proposal to the Special Committee consistent with the terms described in Annex A hereto; provided that the Special Committee, at any time and in its sole discre tion, may revoke such authorization by delivering to you written notice thereof, at which time you shall immediately cease such discussions.

No provision in this Agreement can be waived or amended except by the written consent of the Special Committee. Any attempted waiver or modification in violation of this provision shall be void.

New York as described herein. Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth herein shall be effective service of process for any action, suit or proceeding brought against either party in any such court and the parties further waive any argument that such service is insufficient. Each party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

This Agreement and the rights and obligations herein may not be assigned or otherwise transferred, in whole or in part, by either party without the express written consent of the other party.

[The remainder of this page is intentionally left blank.]

Very truly yours,

FUSHI COPPERWELD, INC.

By:	/s/ Li Fu
	Name:	Mr. Li Fu
	Title:	Chairman and Co-CEO


THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF FUSHI COPPERWELD, INC.

By:	/s/ John F. Perkowski
	Name:	John F. Perkowski
	Title:	Chairman

Accepted and agreed as of the date

first written above:

ABAX GLOBAL CAPITAL (HONG KONG) LIMITED

By:	/s/ Richard Yee
	Name:	Richard Yee
	Title:	Authorized signatory

EX-99 5 ex7-08.htm EXHIBIT 7.08 - JOINT FILING AGREEMENT ex7-08.htm

EXHIBIT 7.08

AGREEMENT OF JOINT FILING

The parties listed below agree that the Schedule 13D/A to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: March 1, 2011

	Li Fu


	/s/ Li Fu
	Name: Li Fu


	Wise Sun Investments Limited


	By:	/s/ Li Fu
	Name:	Li Fu
	Title:	Director

	AGC Asia 3 Ltd.


	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


	Abax Lotus 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:	/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:	Director


	Xiang Dong Yang


	/s/ Xiang Dong Yang
	Name:	Xiang Dong Yang