UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Funtalk China Holdings Limited
(Name of Company)
Ordinary Shares, par value $0.001 per share
(Title of Class of Securities)
G36993 106
(CUSIP Number)
Dongping Fei
21/F, Block D The Place Tower
No.9 Guanghua Road, Chaoyang District
Beijing, China 100020
Tel: +86-10-5709-1198
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 31, 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 Rule 13d-1(b)(3) or (4), check the following box o.
Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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).
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1.
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Name of Reporting Person
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S.S. or I.R.S. Identification No. of above person
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Capital Ally Investments Limited
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2.
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Check the Appropriate Box if a Member of a Group*
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(a)
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þ
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(b)
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¨
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3.
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SEC Use Only
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4.
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Source of Funds
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N/A
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
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¨
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6.
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Citizenship or Place of Organization
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British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7. Sole Voting Power
729,157(1)
8. Shared Voting Power
0
9. Sole Dispositive Power
729,157(1)
10. Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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729,157(1) , (2)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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þ
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13.
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Percent of Class Represented by Amount in Row 11
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1.2% (3)
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14.
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Type of Reporting Person *
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IV
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(1)
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The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2 of the Original Schedule 13D) with certain other beneficial owners of the Company’s Ordinary Shares who collectively own 45,830,097 Ordinary Shares.
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(2)
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See Item 5 of the Original Schedule 13D.
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(3)
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Based on 60,263,183 Ordinary Shares outstanding as of May 12, 2011 (as provided by the Company).
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1.
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Name of Reporting Person
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S.S. or I.R.S. Identification No. of above person
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GM Investment Company Limited
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2.
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Check the Appropriate Box if a Member of a Group*
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(a)
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þ
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(b)
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¨
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3.
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SEC Use Only
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4.
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Source of Funds
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N/A
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
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¨
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6.
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Citizenship or Place of Organization
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Hong Kong
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7. Sole Voting Power
0
8. Shared Voting Power
15,804,157(1)
9. Sole Dispositive Power
15,075,000
10. Shared Dispositive Power
729,157(1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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15,804,157 (1), (2)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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þ
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13.
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Percent of Class Represented by Amount in Row 11
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26.2% (3)
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14.
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Type of Reporting Person *
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IV
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(1)
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The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2 of the Original Schedule 13D) with certain other beneficial owners of the Company’s Ordinary Shares who collectively own 30,755,097 Ordinary Shares.
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(2)
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See Item 5 of the Original Schedule 13D.
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(3)
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Based on 60,263,183 Ordinary Shares outstanding as of May 12, 2011 (as provided by the Company).
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1.
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Name of Reporting Person
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S.S. or I.R.S. Identification No. of above person
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Style Technology Development Limited
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2.
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Check the Appropriate Box if a Member of a Group*
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(a)
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þ
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(b)
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¨
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3.
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SEC Use Only
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4.
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Source of Funds
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N/A
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
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¨
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6.
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Citizenship or Place of Organization
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Hong Kong
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7. Sole Voting Power
0
8. Shared Voting Power
729,157 (1)
9. Sole Dispositive Power
0
10. Shared Dispositive Power
729,157 (1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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729,157 (1), (2)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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þ
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13.
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Percent of Class Represented by Amount in Row 11
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1.2% (3)
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14.
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Type of Reporting Person *
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IV
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(1)
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The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2 of the Original Schedule 13D) with certain other beneficial owners of the Company’s Ordinary Shares who collectively own 45,830,097 Ordinary Shares.
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(2)
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See Item 5 of the Original Schedule 13D.
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(3)
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Based on 60,263,183 Ordinary Shares outstanding as of May 12, 2011 (as provided by the Company).
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1.
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Name of Reporting Person
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S.S. or I.R.S. Identification No. of above person
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Golden Meditech Holdings Limited (f/k/a Golden Meditech Company Limited)
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2.
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Check the Appropriate Box if a Member of a Group*
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(a)
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þ
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(b)
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¨
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3.
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SEC Use Only
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4.
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Source of Funds
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N/A
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
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¨
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6.
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Citizenship or Place of Organization
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Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7. Sole Voting Power
0
8. Shared Voting Power
15,804,157 (1)
9. Sole Dispositive Power
15,075,000
10. Shared Dispositive Power
729,157 (1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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15,804,157 (1), (2)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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þ
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13.
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Percent of Class Represented by Amount in Row 11
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26.2% (3)
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14.
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Type of Reporting Person *
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CO
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(1)
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The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2 of the Original Schedule 13D) with certain other beneficial owners of the Company’s Ordinary Shares who collectively own 30,755,097 Ordinary Shares.
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(2)
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See Item 5 of the Original Schedule 13D.
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(3)
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Based on 60,263,183 Ordinary Shares outstanding as of May 12, 2011 (as provided by the Company).
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1.
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Name of Reporting Person
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S.S. or I.R.S. Identification No. of above person
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Sinowill Holdings Limited
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2.
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Check the Appropriate Box if a Member of a Group*
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(a)
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þ
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(b)
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¨
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3.
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SEC Use Only
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4.
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Source of Funds
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N/A
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
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¨
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6.
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Citizenship or Place of Organization
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British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7. Sole Voting Power
0
8. Shared Voting Power
10,377,157(1)
9. Sole Dispositive Power
9,648,000
10. Shared Dispositive Power
729,157(1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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10,377,157 (1), (2)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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þ
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13.
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Percent of Class Represented by Amount in Row 11
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17.2% (3)
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14.
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Type of Reporting Person *
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IV
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(1)
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The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2 of the Original Schedule 13D) with certain other beneficial owners of the Company’s Ordinary Shares who collectively own 36,182,097 Ordinary Shares.
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(2)
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See Item 5 of the Original Schedule 13D.
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(3)
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Based on 60,263,183 Ordinary Shares outstanding as of May 12, 2011 (as provided by the Company).
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1.
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Name of Reporting Person
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S.S. or I.R.S. Identification No. of above person
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Huge Harvest Enterprises Limited
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2.
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Check the Appropriate Box if a Member of a Group*
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(a)
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þ
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(b)
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¨
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3.
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SEC Use Only
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4.
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Source of Funds
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N/A
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
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¨
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6.
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Citizenship or Place of Organization
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British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7. Sole Voting Power
0
8. Shared Voting Power
2,412,000(1)
9. Sole Dispositive Power
2,412,000
10. Shared Dispositive Power
0(1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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2,412,000 (1), (2)
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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þ
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13.
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Percent of Class Represented by Amount in Row 11
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4.0% (3)
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|
14.
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Type of Reporting Person *
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IV
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(1)
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The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2 of the Original Schedule 13D) with certain other beneficial owners of the Company’s Ordinary Shares who collectively own 44,147,254 Ordinary Shares.
|
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(2)
|
See Item 5 of the Original Schedule 13D.
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(3)
|
Based on 60,263,183 Ordinary Shares outstanding as of May 12, 2011 (as provided by the Company).
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1.
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Name of Reporting Person
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S.S. or I.R.S. Identification No. of above person
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Kingstate Group Limited
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2.
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Check the Appropriate Box if a Member of a Group*
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(a)
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þ
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(b)
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¨
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3.
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SEC Use Only
|
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4.
|
Source of Funds
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N/A
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5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
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¨
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6.
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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
2,412,000 (1)
9. Sole Dispositive Power
2,412,000
10. Shared Dispositive Power
0 (1)
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11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
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|
|
2,412,000 (1), (2)
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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þ
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|
13.
|
Percent of Class Represented by Amount in Row 11
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|
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4.0% (3)
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|
14.
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Type of Reporting Person *
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IV
|
(1)
|
The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2 of the Original Schedule 13D) with certain other beneficial owners of the Company’s Ordinary Shares who collectively own 44,147,254 Ordinary Shares.
|
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(2)
|
See Item 5 of the Original Schedule 13D.
|
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(3)
|
Based on 60,263,183 Ordinary Shares outstanding as of May 12, 2011 (as provided by the Company).
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1.
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Name of Reporting Person
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S.S. or I.R.S. Identification No. of above person
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Trend Focus Limited
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2.
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Check the Appropriate Box if a Member of a Group*
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(a)
|
þ
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(b)
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¨
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3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
|
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|
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N/A
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5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
|
¨
|
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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
603,000(1)
9. Sole Dispositive Power
603,000
10. Shared Dispositive Power
0(1)
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11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
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|
|
603,000 (1), (2)
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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þ
|
|
13.
|
Percent of Class Represented by Amount in Row 11
|
|
|
|
1.0% (3)
|
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|
14.
|
Type of Reporting Person *
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IV
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(1)
|
The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2 of the Original Schedule 13D) with certain other beneficial owners of the Company’s Ordinary Shares who collectively own 45,956,254 Ordinary Shares.
|
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(2)
|
See Item 5 of the Original Schedule 13D.
|
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(3)
|
Based on 60,263,183 Ordinary Shares outstanding as of May 12, 2011 (as provided by the Company).
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1.
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Name of Reporting Person
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S.S. or I.R.S. Identification No. of above person
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Nana Gong
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2.
|
Check the Appropriate Box if a Member of a Group*
|
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(a)
|
þ
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(b)
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¨
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3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
|
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|
|
N/A
|
|
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5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
|
¨
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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
0
8. Shared Voting Power
10,377,157(1)
9. Sole Dispositive Power
9,648,000
10. Shared Dispositive Power
729,157(1)
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
|
10,377,157 (1), (2)
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
þ
|
|
13.
|
Percent of Class Represented by Amount in Row 11
|
|
|
|
17.2% (3)
|
|
|
14.
|
Type of Reporting Person *
|
IV
|
(1)
|
The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2 of the Original Schedule 13D) with certain other beneficial owners of the Company’s Ordinary Shares who collectively own 36,182,097 Ordinary Shares.
|
|
(2)
|
See Item 5 of the Original Schedule 13D.
|
|
(3)
|
Based on 60,263,183 Ordinary Shares outstanding as of May 12, 2011 (as provided by the Company).
|
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1.
|
Name of Reporting Person
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S.S. or I.R.S. Identification No. of above person
|
|
|
Kuo Zhang
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||
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2.
|
Check the Appropriate Box if a Member of a Group*
|
|
|
(a)
|
þ
|
|
|
(b)
|
¨
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
|
|
|
|
N/A
|
|
|
5.
|
Check 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
25,000
8. Shared Voting Power
10,377,157(1)
9. Sole Dispositive Power
9,673,000
10. Shared Dispositive Power
729,157(1)
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
|
10,402,157 (1), (2)
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
þ
|
|
13.
|
Percent of Class Represented by Amount in Row 11
|
|
|
|
17.3% (3)
|
|
|
14.
|
Type of Reporting Person *
|
IV
|
(1)
|
The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2 of the Original Schedule 13D) with certain other beneficial owners of the Company’s Ordinary Shares who collectively own 36,157,097 Ordinary Shares.
|
|
(2)
|
See Item 5 of the Original Schedule 13D.
|
|
(3)
|
Based on 60,263,183 Ordinary Shares outstanding as of May 12, 2011 (as provided by the Company).
|
|
1.
|
Name of Reporting Person
|
|
|
|
S.S. or I.R.S. Identification No. of above person
|
|
|
Dongping Fei
|
||
|
2.
|
Check the Appropriate Box if a Member of a Group*
|
|
|
(a)
|
þ
|
|
|
(b)
|
¨
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
|
|
|
|
N/A
|
|
|
5.
|
Check 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
25,000
8. Shared Voting Power
3,141,157(1)
9. Sole Dispositive Power
2,437,000
10. Shared Dispositive Power
729,157(1)
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
|
3,166,157 (1), (2)
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
þ
|
|
13.
|
Percent of Class Represented by Amount in Row 11
|
|
|
|
5.3% (3)
|
|
|
14.
|
Type of Reporting Person *
|
IV
|
(1)
|
The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2 of the Original Schedule 13D) with certain other beneficial owners of the Company’s Ordinary Shares who collectively own 43,393,097 Ordinary Shares.
|
|
(2)
|
See Item 5 of the Original Schedule 13D.
|
|
(3)
|
Based on 60,263,183 Ordinary Shares outstanding as of May 12, 2011 (as provided by the Company).
|
|
1.
|
Name of Reporting Person
|
|
|
|
S.S. or I.R.S. Identification No. of above person
|
|
|
Hengyang Zhou
|
||
|
2.
|
Check the Appropriate Box if a Member of a Group*
|
|
|
(a)
|
þ
|
|
|
(b)
|
¨
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
|
|
|
|
N/A
|
|
|
5.
|
Check 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
25,000
8. Shared Voting Power
2,412,000(1)
9. Sole Dispositive Power
2,437,000
10. Shared Dispositive Power
0(1)
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
|
2,437,000 (1), (2)
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
þ
|
|
13.
|
Percent of Class Represented by Amount in Row 11
|
|
|
|
4.0% (3)
|
|
|
14.
|
Type of Reporting Person *
|
IV
|
(1)
|
The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2 of the Original Schedule 13D) with certain other beneficial owners of the Company’s Ordinary Shares who collectively own 44,122,254 Ordinary Shares.
|
|
(2)
|
See Item 5 of the Original Schedule 13D.
|
|
(3)
|
Based on 60,263,183 Ordinary Shares outstanding as of May 12, 2011 (as provided by the Company).
|
|
1.
|
Name of Reporting Person
|
|
|
|
S.S. or I.R.S. Identification No. of above person
|
|
|
Francis Kwok Cheong Wan
|
||
|
2.
|
Check the Appropriate Box if a Member of a Group*
|
|
|
(a)
|
þ
|
|
|
(b)
|
¨
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
|
|
|
|
N/A
|
|
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
|
¨
|
|
6.
|
Citizenship or Place of Organization
|
Canada
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7. Sole Voting Power
35,320
8. Shared Voting Power
603,000(1)
9. Sole Dispositive Power
638,320
10. Shared Dispositive Power
0(1)
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
|
638,320 (1), (2)
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
þ
|
|
13.
|
Percent of Class Represented by Amount in Row 11
|
|
|
|
1.1% (3)
|
|
|
14.
|
Type of Reporting Person *
|
IV
|
(1)
|
The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2 of the Original Schedule 13D) with certain other beneficial owners of the Company’s Ordinary Shares who collectively own 45,920,934 Ordinary Shares.
|
|
(2)
|
See Item 5 of the Original Schedule 13D.
|
|
(3)
|
Based on 60,263,183 Ordinary Shares outstanding as of May 12, 2011 (as provided by the Company).
|
This statement of beneficial ownership on Schedule 13D/A is being filed jointly by Capital Ally Investments Limited (“Capital Ally”), GM Investment Company Limited (“GM”), Style Technology Development Limited (“Style Technology”), Golden Meditech Holdings Limited (f/k/a Golden Meditech Company Limited) (“Golden Meditech”), Sinowill Holdings Limited (“Sinowill”), Huge Harvest Enterprises Limited (“Huge Harvest”), Kingstate Group Limited (“Kingstate”), Trend Focus Limited (“Trend Focus”), Ms. Nana Gong, Mr. Kuo Zhang, Mr. Dongping Fei, Mr. Hengyang Zhou and Mr. Francis Kwok Cheong Wan (collectively, the “Reporting Persons”).
This Schedule 13D/A amends the Schedule 13D filed with the SEC on November 17, 2009 by ARCH Digital Holdings Limited (“ARCH”) and Capital Ally with respect to the ordinary shares, par value $0.001 per share (“Ordinary Shares”), of Funtalk China Holdings Limited, a Cayman Islands exempted company (the “Company”), as previously amended by Amendment No.1 filed on January 29, 2010, Amendment No.2 filed on July 16, 2010, Amendment No.3 filed on November 9, 2010, Amendment No. 4 filed on March 28, 2011, Amendment No. 5 filed on April 13, 2011 and Amendment No. 6 filed on May 31, 2011 (the “Original Schedule 13D”).
Unless otherwise stated herein, the Original Schedule 13D remains in full force and effect. Terms used therein and not defined herein have the meanings ascribed thereto in the Original Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
Pursuant to a Settlement and Share Purchase Agreement, dated as of June 30, 2010, by and among ARCH, Capital Ally, Golden Meditech, Mr. Zhang Kuo, Mr. Dongping Fei and Mr. Francis Kwok Cheong Wan (the “First Settlement and Share Purchase Agreement”), Capital Ally agreed to:
|
|
(1)
|
transfer 900,000 Ordinary Shares to ARCH (the “Share Transfer Obligations”) in exchange for $1.00 consideration on any date (the “Transfer Date”) on or between July 9, 2011 and July 15, 2011. The Share Transfer Obligations arose from a Shareholders and Sponsors Agreement, dated as of October 15, 2007, by and among, inter alia, ARCH, Capital Ally, Golden Meditech, Mr. Zhang Kuo, Mr. Dongping Fei and Mr. Francis Kwok Cheong Wan (the “Shareholders and Sponsors Agreement”), which provided for the Share Transfer Obligations upon the occurrence of certain Triggering Events (as defined in the Shareholders and Sponsors Agreement). The description of the Shareholders and Sponsors Agreement in this Item 6 is qualified in its entirety by reference to the complete text of the Shareholders and Sponsors Agreement, a copy of which has been filed as Exhibit B to this Schedule 13D/A;
|
|
|
(2)
|
grant to ARCH a call option to purchase 2,227,434 Ordinary Shares, exercisable on July 9, 2011 and expiring on July 9, 2013 (the “Option”), in exchange for $5.00 consideration per option share; and
|
|
|
(3)
|
if the average share price of the Company, defined as the volume weighted average price of Company shares for 20 trading days prior to the Transfer Date (the “Average VW Share Price”), is below $8.39 per share, to transfer additional Ordinary Shares to ARCH on the Transfer Date in an amount equal to the product of:
|
|
|
a.
|
the differential between $8.39 and the Average VW Share Price, multiplied by
|
|
|
b.
|
1,800,000, and divided by
|
|
|
c.
|
Average VW Share Price
|
(the “Downside Protection”).
The description of the First Settlement and Share Purchase Agreement in this Item 6 is qualified in its entirety by reference to the complete text of the First Settlement and Share Purchase Agreement, a copy of which has been filed as Exhibit C to this Schedule 13D/A.
In connection with Capital Ally’s transfer of all of its Ordinary Shares to Kingstate, Huge Harvest, Sinowill, Trend Focus and GM, ARCH, Kingstate, Huge Harvest, Sinowill, Trend Focus and GM entered into a Second Settlement and Share Purchase Agreement, dated as of August 23, 2010 (the “Second Settlement and Share Purchase Agreement”). Subject to the terms and conditions of the Second Settlement and Share Purchase Agreement, Kingstate, Huge Harvest, Sinowill, Trend Focus and GM agreed to assume Capital Ally’s obligations with respect to the Share Transfer Obligations, the Option and the Downside Protection in pro rata amounts of 8%, 8%, 32%, 2% and 50%, respectively. The description of the Second Settlement and Share Purchase Agreement in this Item 6 is qualified in its entirety by reference to the complete text of the Second Settlement and Share Purchase Agreement, a copy of which has been filed as Exhibit D to this Schedule 13D/A.
In connection with the Second Settlement and Share Purchase Agreement, Kingstate, Huge Harvest, Sinowill, Trend Focus and GM entered into a Settlement Agreement, dated as of August 23, 2010 (the “Settlement Agreement”), whereby the parties agreed that the Share Transfer Obligations, the Option and the Downside Protection would be fully borne by Kingstate, Huge Harvest, Sinowill and Trend Focus only and that GM would not bear any obligations with respect thereto. The description of the Settlement Agreement in this Item 6 is qualified in its entirety by reference to the complete text of the Settlement Agreement, a copy of which has been filed as Exhibit E to this Schedule 13D/A.
In connection with the Company’s follow-on offering on October 29, 2010 on NASDAQ (the “Offering”), ARCH, Kingstate, Huge Harvest, Sinowill and Trend Focus entered into a Settlement and Share Transfer Agreement, dated as of October 29, 2010 (the “Third Settlement and Share Transfer Agreement”), pursuant to which Kingstate, Huge Harvest, Sinowill and Trend Focus agreed to transfer Ordinary Shares to ARCH in an amount equal to the product of:
|
|
(1)
|
the differential between $7.30 and the higher of the Offering price or Average Closing Price (as defined below), multiplied by
|
|
|
(2)
|
15,579,157, and divided by
|
|
|
(3)
|
the higher of the Offering price or Average Closing Price
|
(the “Offering Share Transfer Obligations”);
provided, the Offering price was less than $7.30 per Ordinary Share and the maximum average closing price of the Ordinary Shares for any ten consecutive trading days within six months of October 29, 2010 was less than $7.30 per share (the “Average Closing Price”). Following the Offering, the Offering price was $7.00 and the Average Closing Price was less than the Offering price.
Subject to the terms and conditions of the Third Settlement and Share Transfer Agreement, the Offering Share Transfer Obligations would be borne by Kingstate, Huge Harvest, Sinowill and Trend Focus according to a pro rata distribution of 16%, 16%, 64% and 4%, respectively.
Pursuant to the formula provided above, Kingstate, Huge Harvest, Sinowill and Trend Focus would be obligated to transfer 667,679 Ordinary Shares to ARCH on any date on or between July 9, 2011 and July 15, 2011. The description of the Third Settlement and Share Transfer Agreement in this Item 6 is qualified in its entirety by reference to the complete text of the Third Settlement and Share Transfer Agreement, a copy of which has been filed as Exhibit F to this Schedule 13D/A.
In connection with the Company’s execution of the Agreement and Plan of Merger, dated as of May 31, 2011, with Fortress Group Limited and Fortress Merger Sub Limited (the “Merger Agreement”), ARCH, Kingstate, Huge Harvest, Sinowill and Trend Focus entered into a Settlement Agreement Amendment (the “Settlement Agreement Amendment”), pursuant to which ARCH, Kingstate, Huge Harvest, Sinowill and Trend Focus agreed to settle (i) the Share Transfer Obligations for a cash payment to ARCH of $6,480,000.00, (ii) the Option for a cash payment to ARCH of $4,900,355.00 and (iii) the Offering Share Transfer Obligations for a cash payment to ARCH of $2,336,874.00. In addition, the obligations of Kingstate, Huge Harvest, Sinowill and Trend Focus with regard to the Downside Protection would be cancelled. Furthermore, Kingstate, Huge Harvest, Sinowill and Trend Focus, either individually or jointly, agreed to pay to ARCH the cash payments due under the Share Transfer Obligations, the Option and the Offering Share Transfer Obligations prior to March, 31, 2012. The description of the Settlement Agreement Amendment in this Item 6 is qualified in its entirety by reference to the complete text of the Settlement Agreement Amendment, a copy of which has been filed as Exhibit G to this Schedule 13D/A.
GM, Sinowill, Huge Harvest, Kingstate and Trend Focus (collectively, the "Secondary Share Sellers") have entered into (i) a commitment letter (the "Kingwin Commitment Letter") pursuant to which Shenzhen China Growth & Kingwin Investment Partnership (L.P.) has committed to purchase, immediately following the closing of the merger contemplated by the Merger Agreement (the “Merger”) and subject to the terms and conditions contained in the Kingwin Commitment Letter, a total of 607 ordinary shares of Fortress Group Limited from the Secondary Share Sellers at an aggregate purchase price of $20,010,987.21 and (ii) a commitment letter (the "Cypress Commitment Letter" and, together with the Kingwin Commitment Letter, the "Commitment Letters") pursuant to which Shenzhen Cypress Capital Investment Management Ltd. has committed to purchase, immediately following the closing of the Merger and subject to the terms and conditions contained in the Cypress Commitment Letter, a total of 910 ordinary shares of Fortress Group Limited from the Secondary Share Sellers at an aggregate purchase price of $29,999,997.30. The description of the Commitment Letters in this Item 6 is qualified in its entirety by reference to the complete texts of the Commitment Letters, copies of which have been filed as Exhibits H and I to this Schedule 13D/A.
To the best knowledge of the Reporting Persons, except as provided herein and in the Original Schedule 13D, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits
Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
|
Exhibit A
|
Joint Filing Agreement, dated as of January 14, 2010, by and among ARCH Digital Holdings Limited, ARC Capital Holding Limited and ARC Capital Partners Limited pursuant to Rule 13d-1(i)(1) of the Securities Exchange Act of 1934, as amended (previously filed)
|
|
|
Exhibit B
|
Shareholders and Sponsors Agreement, dated as of October 15, 2007, by and among, inter alia, ARCH Digital Holdings Limited, Capital Ally Investments Limited, Golden Meditech Company Limited, Mr. Zhang Kuo, Mr. Dongping Fei and Mr. Francis Kwok Cheong Wan (incorporated by reference to Exhibit 10.39 of Amendment No. 2 to Form S-4, SEC File No. 333-153492)
|
|
|
Exhibit C
|
Settlement and Share Purchase Agreement, dated as of June 30, 2010, by and among ARCH Digital Holdings Limited, Capital Ally Investments Limited, Golden Meditech Holdings Limited (f/k/a Golden Meditech Company Limited), Mr. Zhang Kuo, Mr. Dongping Fei and Mr. Francis Kwok Cheong Wan
|
|
|
Exhibit D
|
Second Settlement and Share Purchase Agreement, dated as of August 23, 2010, by and among ARCH Digital Holdings Limited, Kingstate Group Limited, Huge Harvest Enterprises Limited, Sinowill Holdings Limited, Trend Focus Limited and GM Investment Company Limited
|
|
|
Exhibit E
|
Settlement Agreement, dated as of August 23, 2010, by and among Kingstate Group Limited, Huge Harvest Enterprises Limited, Sinowill Holdings Limited, Trend Focus Limited and GM Investment Company Limited
|
|
|
Exhibit F
|
Settlement and Share Transfer Agreement, dated as of October 29, 2010, by and among ARCH Digital Holdings Limited, Kingstate Group Limited, Huge Harvest Enterprises Limited, Sinowill Holdings Limited and Trend Focus Limited
|
|
|
Exhibit G
|
Settlement Agreement Amendment, dated as of May 31, 2011, by and among ARCH Digital Holdings Limited, Kingstate Group Limited, Huge Harvest Enterprises Limited, Sinowill Holdings Limited and Trend Focus Limited
|
|
|
Exhibit H
|
Commitment Letter, dated as of May 31, 2011, by and among Shenzhen Cypress Capital Investment Management Ltd., GM Investment Company Limited, Sinowill Holdings Limited, Huge Harvest Enterprises Limited, Kingstate Group Limited and Trend Focus Limited
|
|
Exhibit I
|
Commitment Letter, dated as of May 31, 2011, by and among Shenzhen China Growth & Kingwin Investment Partnership (L.P.), GM Investment Company Limited, Sinowill Holdings Limited, Huge Harvest Enterprises Limited, Kingstate Group Limited and Trend Focus Limited
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D/A is true, complete and correct.
Dated: May 31, 2011
|
CAPITAL ALLY INVESTMENTS LIMITED
|
|||
|
By:
|
/s/ Kuo Zhang
|
||
|
Name:
|
Kuo Zhang
|
||
|
Title:
|
Director
|
||
|
GM INVESTMENT COMPANY LIMITED
|
|||
|
By:
|
/s/ Kong Kam Yu
|
||
|
Name:
|
Kong Kam Yu
|
||
|
Title:
|
Director
|
||
|
GOLDEN MEDITECH HOLDINGS LIMITED
(F/K/A GOLDEN MEDITECH COMPANY
LIMITED)
|
|||
|
By:
|
/s/ Kong Kam Yu
|
||
|
Name:
|
Kong Kam Yu
|
||
|
Title:
|
Company Secretary
|
||
|
STYLE TECHNOLOGY DEVELOPMENT LIMITED
|
|||
|
By:
|
/s/ Kuo Zhang
|
||
|
Name:
|
Kuo Zhang
|
||
|
Title:
|
Director
|
||
|
SINOWILL HOLDINGS LIMITED
|
||
|
By:
|
/s/ Nana Gong
|
|
|
Name:
|
Nana Gong
|
|
|
Title:
|
Director
|
|
|
HUGE HARVEST ENTERPRISES LIMITED
|
||
|
By:
|
/s/ Dongping Fei
|
|
|
Name:
|
Dongping Fei
|
|
|
Title:
|
Director
|
|
|
KINGSTATE GROUP LIMITED
|
||
|
By:
|
/s/ Hengyang Zhou
|
|
|
Name:
|
Hengyang Zhou
|
|
|
Title:
|
Director
|
|
|
TREND FOCUS LIMITED
|
||
|
By:
|
/s/ Francis Kwok Cheong Wan
|
|
|
Name:
|
Francis Kwok Cheong Wan
|
|
|
Title:
|
Director
|
|
|
NANA GONG
|
|
|
/s/ Nana Gong
|
|
|
Nana Gong
|
|
KUO ZHANG
|
|
|
/s/ Kuo Zhang
|
|
|
Kuo Zhang
|
|
DONGPING FEI
|
|
|
/s/ Dongping Fei
|
|
|
Dongping Fei
|
|
HENGYANG ZHOU
|
|
|
/s/ Hengyang Zhou
|
|
|
Hengyang Zhou
|
|
FRANCIS KWOK CHEONG WAN
|
|
|
/s/ Francis Kwok Cheong Wan
|
|
|
Francis Kwok Cheong Wan
|
Exhibit C
Exhibit D
Exhibit E
SETTLEMENT AGREEMENT
This settlement agreement (the “Agreement”) dated 23 August 2010 is made by and among Kingstate Group Limited (“Kingstate”), a company incorporated under the laws of the British Virgin Islands, Huge Harvest Enterprises Limited (“Huge Harvest”), a company incorporated under the laws of the British Virgin Islands, Sinowill Holdings Limited (“Sinowill”), a company incorporated under the laws of the British Virgin Islands, Trend Focus Limited (“Trend Focus”), a company incorporated under the laws of the British Virgin Islands, GM Investment Company Limited (“GM Investment”), a company incorporated under the laws of Hong Kong. Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties”.
WHEREAS, the parties and ARCH Digital Holdings Limited ( “Arch”), an exempted company incorporated and existing under the Laws of the British Virgin Islands signed SECOND SETTLEMENT AND SHARE PURCHASE AGREEMENT dated 23 August 2010.
Terms and expressions defined in or construed for the purposes of SECOND SETTLEMENT AND SHARE PURCHASE AGREEMENT shall have the same meanings in this Agreement.
NOW THEREFORE, the Parties agree as follows:
The Transferred Shares stipulated in Section 1.01，the Option Shares stipulated in Section 1.02 and the compensation shares stipulated in Section 1.05 of SECOND SETTLEMENT AND SHARE PURCHASE AGREEMENT shall be transferred by Kingstate, Huge Harvest, Sinowill and Trend Focus jointly. GM Investment shall not bear any transfer responsibility of Funtalk Shares.
[Signature Pages Follow]
1
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.
|
GM INVESTMENT:
|
GM Investment Company Limited
|
||
|
By:
|
/s/ Kong Kam Yu
|
||
|
Name: Kong Kam Yu
|
|||
|
Title: Director
|
|||
|
Address:
|
|||
|
KINGSTATE:
|
KINGSTATE GROUP LIMITED
|
||
|
By:
|
/s/ ZHOU Hengyang
|
||
|
Name: ZHOU Hengyang
|
|||
|
Title: Director
|
|||
|
Address:
|
21/F, Block D The Place Tower
|
|
|
No. 9 Guanghua Road, Chaoyang District
|
||
|
Beijing, China 100020
|
|
HUGE HARVEST:
|
HUGE HARVEST ENTERPRISES LIMITED
|
||
|
By:
|
/s/ FEI Dongping
|
||
|
Name: FEI Dongping
|
|||
|
Title: Director
|
|||
|
Address:
|
21/F, Block D The Place Tower
|
|
|
No. 9 Guanghua Road, Chaoyang District
|
||
|
Beijing, China 100020
|
|
SINOWILL:
|
SINOWILL HOLDINGS LIMITED
|
||
|
By:
|
/s/ ZHANG Kuo
|
||
|
Name: ZHANG Kuo
|
|||
|
Title: Director
|
|||
|
Address:
|
21/F, Block D The Place Tower
|
|
|
No. 9 Guanghua Road, Chaoyang District
|
||
|
Beijing, China 100020
|
|
TREND FOCUS:
|
TREND FOCUS LIMITED
|
||
|
By:
|
/s/ Francis Kwok Cheong Wan
|
||
|
Name: Francis Kwok Cheong Wan
|
|||
|
Title: Shareholder
|
|||
|
Address:
|
21/F, Block D The Place Tower
|
|
|
No. 9 Guanghua Road, Chaoyang District
|
||
|
Beijing, China 100020
|
Exhibit F
Exhibit G
SETTLEMENT AGREEMENT AMENDMENT
This Settlement Agreement Amendment dated 31 May 2011 (the “Amendment”) is made by and among ARCH Digital Holdings Limited (“Arch”), an exempted company incorporated and existing under the Laws of the British Virgin Islands, Kingstate Group Limited (“Kingstate”), a company incorporated under the laws of the British Virgin Islands, Huge Harvest Enterprises Limited (“Huge Harvest”), a company incorporated under the laws of the British Virgin Islands, Sinowill Holdings Limited (“Sinowill”), a company incorporated under the laws of the British Virgin Islands, Trend Focus Limited (“Trend Focus”), a company incorporated under the laws of the British Virgin Islands. Each of the parties to this Amendment is individually referred to herein as a “Party” and collectively as the “Parties”.
WHEREAS,
1. The Parties are currently the legal and beneficial owners of ordinary shares (the “Funtalk Shares”) in Funtalk China Holdings Limited, a company with limited liability registered by way of continuation in the Cayman Islands (the “Company”), and the Company's shares are listed on the NASDAQ Global Market under the symbol “FTLK”.
2. Arch, Capital Ally Investments Limited, a company incorporated under the laws of the British Virgin Islands (“Capital Ally”), Golden Meditech Holdings Limited, a Hong Kong public listing company incorporated in the Cayman Islands (“Golden Meditech”), Mr. ZHANG Kuo (张阔), a citizen of the People’s Republic of China, Mr. FEI Dongping (费东平), a citizen of the People’s Republic of China, and Mr. WAN Francis (温国昌), a citizen of Canada, signed a Settlement and Share Purchase Agreement dated 30 June 2010 (the “First Settlement Agreement”). Pursuant to Sections 1.01, 1.02 and 1.05 of the First Settlement Agreement, Capital Ally agreed to (i) sell 900,000 Funtalk Shares (“Transferred Shares”) to Arch with a total purchase price of US$1.00, (ii) grant to Arch an option to purchase 2,227,434 Funtalk Shares (the “Option Shares”) from Capital Ally at the consideration of US$5.00 per Option Share, and (iii) if the volume weighted average price of Funtalk Shares for 20 trading days prior to the Transfer Date as specified in Section 1.01 of the First Settlement Agreement (the “Average Share Price”) is below US$8.39, compensate Arch in the manner of transferring to Arch the Funtalk Shares in an amount equivalent to: the product of (x) the amount by which US$8.39 exceeds the Average Share Price, multiplied by (y) one million and eight hundred thousand Funtalk shares (1,800,000), and divided by (z) the Average Share Price (the “Compensation Shares”). The stipulations (i), (ii) and (iii) related to the Transfer Shares, Option Shares and Compensation Shares, respectively, are referred to herein as the “Shares Settlement Obligations”.
1
3. Given that Capital Ally transferred all of its Funtalk Shares to Kingstate, Huge Harvest, Sinowill, Trend Focus and GM Investment Company Limited (“GM Investment”), a company incorporated under the laws of Hong Kong (collectively, the “New Shareholders”), Arch and the New Shareholders signed a Second Settlement and Share Purchase Agreement dated 23 August 2010 (the “Second Settlement Agreement”) pursuant to which the New Shareholders agreed to bear the Shares Settlement Obligations on a pro rata basis in accordance with their respective proportionate pro forma ownership set forth in the SCHEDULE of the Second Settlement Agreement.
4. The New Shareholders signed a Settlement Agreement dated 23 August 2010 to confirm that Kingstate, Huge Harvest, Sinowill and Trend Focus shall jointly bear the Shares Settlement Obligations and GM Investment shall not bear any Shares Settlement Obligations.
5. Arch, Kingstate, Huge Harvest, Sinowill and Trend Focus signed a Settlement and Share Transfer Agreement dated 29 October 2010 (the “Third Settlement Agreement”) to settle disputes related to the Funtalk Shares offering price (the “Offering Price”) among them. Kingstate, Huge Harvest, Sinowill and Trend Focus agreed if (a) the Offering Price was less than Arch’s target price at US$7.3 per share (the “Price A1”), and (b) the maximum average closing sales price per Funtalk Share for any ten (10) continuous trading days within six (6) months after the offering date (the “Price A2”) was below Price A1, then Kingstate, Huge Harvest, Sinowill and Trend Focus would individually and jointly compensate Arch in the manner of transferring to Arch the Funtalk Shares in an amount equal to: (i) the difference between Price A1 and the higher of the Offering Price and Price A2, multiplied by (ii) 15,579,157, divided by (iii) the higher of the Offering Price and Price A2 (the “Offering Compensation Shares”).
6. The Parties agreed verbally to settle the outstanding Transferred Shares, Option Shares, Compensation Shares and Offering Compensation Shares in the manner of Kingstate, Huge Harvest, Sinowill, Trend Focus paying cash, instead of transferring the Funtalk Shares, to Arch immediately after the execution date of the Second Settlement Agreement and the Third Settlement Agreement.
2
7. The Company has entered into an Agreement and Plan of Merger dated 31 May 2011 with Fortress Group Limited (“Parent”), an entity jointly owned by Arch, Capital Ally, GM Investment, Sinowill, Huge Harvest, Kingstate and Trend Focus (collectively, the “Consortium Members”), and Fortress Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which each Funtalk Share outstanding immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive $7.20 in cash without interest, except that the Funtalk Shares beneficially owned by Parent, Merger Sub and the Consortium Members will be cancelled without receiving any consideration.
NOW THEREFORE, the Parties agree as follows:
1. Settlement
1.01 The Parties agree to settle the outstanding obligations with respect to Transferred Shares, Option Shares, Compensation Shares and Offering Compensation Shares in the manner of cash paid to Arch instead of Funtalk Shares transferred and the Parties agree with the cash calculated as below:
|
Shares Series
|
Number of
Shares
|
Value of per
Share(US$)
|
Value of
Shares(US$)
|
|||||||||
|
Transferred Shares
|
900,000 | 7.2 | 6,480,000 | |||||||||
|
Option Shares
|
2,227,434 | 2.2 | 4,900,355 | |||||||||
|
Compensation Shares
|
- | - | - | |||||||||
|
Offering Compensation Shares
|
15,579,157 | 0.15 | 2,336,874 | |||||||||
|
Total
|
13,717,229 | |||||||||||
1.02 Kingstate, Huge Harvest, Sinowill and Trend Focus, either individually or jointly, hereby irrevocably agree to pay US$13,717,229 to Arch or its nominee(s) prior to March 31, 2012.
2. Representations, Warranties and Undertakings
2.01 Each of Parties represents and warrants to the other, as of the date hereof: (i) it has power under its constitutional documents to permit its entry into this Amendment in the manner set out herein and this Amendment (and its performance) has been duly authorised (such authorisation remaining in full force and effect), executed and delivered by, and constitutes legal, valid and binding obligations of, it enforceable in accordance with its terms, subject to the laws of bankruptcy and other laws affecting the rights of creditors and to general principles of equity, good faith and fair dealing; and (ii) other than as expressly set forth herein, there is no authorisation, consent, approval or notification required for the purposes of or as a consequence of the transactions contemplated by this Amendment, either from governmental, regulatory or other public bodies or authorities or courts or from any third party pursuant to any contractual or other arrangement to which it is a party.
3
3. Miscellaneous
3.01 Notices. Any notice required or permitted pursuant to this Amendment shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to the address as shown below the signature of such Party on the signature page of this Amendment (or at such other address as such Party may designate by fifteen (15) days’ advance written notice to the other Parties). Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, prepaying and sending by next-day or second-day service through an internationally- recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two (2) days after the letter containing the same is sent as aforesaid. Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid.
3.02 Entire Agreement. This Amendment constitutes the entire agreement between the Parties with respect to the matters covered herein.
3.03 Expenses. Except as otherwise agreed in writing, each Party will pay its own costs and expenses (including legal and other consultant fees) incurred in connection with the negotiation, execution and closing of this Amendment and the transactions contemplated hereby.
3.04 No Third Party Beneficiary. The terms and provisions of this Amendment are intended solely for the benefit of each Party and its successors or permitted assigns, and it is not the intention of the Parties to confer third party beneficiary rights upon any other Person.
3.05 No Assignment; Binding Effect. Neither this Amendment nor any right, interest or obligation hereunder may be assigned by any Party without the prior written consent of the other Party and any attempt to do so will be void. Subject to the preceding sentence, this Amendment is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.
4
3.06 Waivers, Rights and Remedies. Except as otherwise provided in this Amendment, no failure or delay by any Party in exercising any right or remedy provided by law or under or pursuant to this Amendment shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other remedy.
3.07 Counterparts. This Amendment may be executed in any number of counterparts, and by each Party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Amendment by e-mail attachment or fax shall be an effective mode of delivery. In relation to each counterpart, upon confirmation by or on behalf of a Party that such Party authorises the attachment of its counterpart signature page to the final text of this Amendment, such counterpart signature page shall take effect, together with such final text, as a complete authoritative counterpart.
3.08 Variations. No amendment, variation or waiver of this Amendment shall be valid unless it is in writing and duly executed by or on behalf of all of the Parties.
3.09 Invalidity. If any provision of this Amendment is held to be or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction:
(a) so far as it is illegal, invalid or unenforceable, it shall be given no effect and shall be deemed not to be included in this Amendment but it shall not affect or impair the legality, validity or enforceability in that jurisdiction of any other provisions of this Amendment (or of the provisions of this Amendment in any other jurisdiction); and
(b) the Parties shall use all reasonable endeavours to replace it with a valid and enforceable substitute provision or provisions satisfactory to any relevant competent authority but differing from the replaced provision as little as possible and the effect of which is as close to the intended effect of the illegal, invalid or unenforceable provision.
3.10 Governing Law and Jurisdiction. This Amendment shall be governed by and construed under the laws of Hong Kong, without regard to principles of conflicts of law thereunder.
3.11 Dispute Resolution.
(a) Any dispute, controversy or claim arising out of or relating to this Amendment, or the interpretation, breach, termination or validity hereof, shall first be subject to resolution through consultation of the Parties to such dispute, controversy or claim. Such consultation shall begin within seven (7) days after one Party hereto has delivered to any other Party(ies) hereto a written request for such consultation. If within thirty (30) days following the commencement of such consultation the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of either Party with notice to the other.
5
(b) The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “Centre”). There shall be three arbitrators. Each party in the dispute shall select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the Parties shall not be limited in their selection to any prescribed list. The Chairman of the Centre shall select the third arbitrator, who shall be qualified to practice law in Hong Kong. If either party does not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the Centre.
(c) The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the Arbitration Rules of the Centre in effect at the time of the arbitration. However, if such rules are in conflict with the provisions of this Section, including the provisions concerning the appointment of arbitrators, the provisions of this Section shall prevail.
(d) The arbitrators shall decide any dispute submitted by the Parties to the arbitration strictly in accordance with the substantive Laws of Hong Kong and shall not apply any other substantive Law.
(e) Each Party hereto shall cooperate with the others in making full disclosure of and providing complete access to all information and documents requested by the others in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such Party.
(f) The award of the arbitration tribunal shall be final and binding upon the disputing Parties, and either Party may apply to a court of competent jurisdiction for enforcement of such award.
(g) Either Party shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.
[Signature Pages Follow]
6
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first written above.
|
KINGSTATE:
|
KINGSTATE GROUP LIMITED
|
||
|
By:
|
/s/ ZHOU Hengyang
|
||
|
Name: ZHOU Hengyang
|
|||
|
Title: Director
|
|||
|
Address: 21/F, Block D The Place Tower
|
|||
|
No. 9 Guanghua Road, Chaoyang District
|
|||
|
Beijing, China 100020
|
|||
|
HUGE HARVEST:
|
HUGE HARVEST ENTERPRISES LIMITED
|
||
|
By:
|
/s/ FEI Dongping
|
||
|
Name: FEI Dongping
|
|||
|
Title: Director
|
|||
|
Address: 21/F, Block D The Place Tower
|
|||
|
No. 9 Guanghua Road, Chaoyang District
|
|||
|
Beijing, China 100020
|
|||
|
SINOWILL:
|
SINOWILL HOLDINGS LIMITED
|
||
|
By:
|
/s/ ZHANG Kuo
|
||
|
Name: ZHANG Kuo
|
|||
|
Title: Director
|
|||
|
Address: 21/F, Block D The Place Tower
|
|||
|
No. 9 Guanghua Road, Chaoyang District
|
|||
|
Beijing, China 100020
|
|||
|
TREND FOCUS:
|
TREND FOCUS LIMITED
|
||
|
By:
|
/s/ Francis Kwok Cheong Wan
|
||
|
Name: Francis Kwok Cheong Wan
|
|||
|
Title: Shareholder
|
|||
|
Address: 21/F, Block D The Place Tower
|
|||
|
No. 9 Guanghua Road, Chaoyang District
|
|||
|
Beijing, China 100020
|
|||
|
Arch:
|
ARCH DIGITAL HOLDINGS LTD.
|
|
|
By:
|
/s/ Rachel Chiang
|
|
|
Name: Rachel Chiang
|
||
|
Title: Director
|
||
|
Address:
|
||
|
c/o ARC Capital Holdings Limited
|
||
|
Suite 4703 Plaza 66 Tower 2
|
||
|
1366 Nanjing Road West
|
||
|
Shanghai, PRC 200040
|
||
|
Tel: +8621 61135818 Fax: +86 61135806
|
||
|
c/o ARC Capital Holdings Limited
|
||
|
32/F, AIA Central
|
||
|
1 Connaught Road
|
||
|
Central, Hong Kong
|
||
|
Tel: +852 37196300 Fax: +852 31150244
|
||
Exhibit H
COMMITMENT LETTER
This Commitment Letter dated May 31, 2011 (this “Commitment Letter”) is hereby being provided by Shenzhen Cypress Capital Investment Management Ltd. (the “Purchaser”) to GM Investment Company Limited, Sinowill Holdings Limited, Huge Harvest Enterprises Limited, Kingstate Group Limited and Trend Focus Limited (collectively, the “Sellers”).
1. The Sellers and ARCH Digital Holdings Ltd. (collectively, the “Consortium”), have formed Fortress Group Limited, a Cayman Islands exempted limited company (“Parent”), with the intent of acquiring 100% of the issued and outstanding share capital of Funtalk China Holdings Limited in a going private transaction by way of a merger (the “Merger”). In connection with the Merger, Parent, the Consortium and one or more proposed investors in Parent intend to enter into a shareholders agreement to be agreed by such parties related to the ownership of securities of Parent and related matters following the closing of the Merger (the “Shareholders Agreement”).
2. Following the closing of the Merger, the Sellers will own ordinary shares, par value $0.001 per share, of Parent (“Parent Ordinary Shares”).
3. The Purchaser hereby commits to purchase, immediately following the closing of the Merger, a total of 910 Parent Ordinary Shares from the Sellers, in the respective amounts set forth on Annex I hereto at a purchase price of US$32,967.03 per share, for an aggregate purchase price equal to US$29,999,997.30 (the “Purchase Price”), and the Purchaser shall pay the aggregate purchase price due to each Seller in immediately available funds in U.S. Dollars (or, if mutually agreed between Purchaser and such Seller, in RMB or Hong Kong Dollars at an exchange rate to be agreed) to such accounts as designated by such Seller in writing. In connection with such purchase, the Purchaser shall unconditionally execute and become a party to the Shareholders Agreement and related security documents, together with Parent, the Consortium and the other investors in Parent, as of the closing of such purchase pursuant to which Purchaser and Seller shall share certain rights and be subject to the obligations of Seller thereunder on a pro rata basis based on their fully-diluted ownership of Parent, except the Purchaser shall not be entitled to appoint any members to the board of directors of Parent or exercise any put rights of the Seller.
4. Each of the Parties will bear its own costs and expenses in connection with this Agreement and the transactions contemplated hereby. In the event that the Purchaser fails to pay the Purchase Price to Sellers immediately following the closing of the Merger, and the Sellers have not breached any of their obligations hereunder, the Purchaser shall, as soon as practicable but in any event no later than the next business day, pay to each Seller an amount equal to $1,800,000 multiplied by such Seller’s pro rata share of the Purchase Price to such accounts as designated by such Seller in writing.
5. No amendment of any provision of this Agreement shall be valid unless such amendment is in writing and signed by each of the parties hereto. No waiver by any party hereto of any provision of this Agreement shall be valid unless such waiver is in writing and signed by the party against whom such waiver is sought to be enforced.
6. No party hereto may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of each of the other parties hereto and Parent.
7. It is not the intention of the parties hereto to confer third-party beneficiary rights, and this Agreement does not confer any such rights, upon any other person or entity.
8. This Agreement (including the Annex hereto) constitutes the entire agreement between the Purchaser, on the one hand, and each of the Sellers, on the other hand, with respect to the subject matter hereof and thereof and supersedes any prior understandings, agreements or representations by or between the Purchaser and any Seller, written or oral, with respect to such subject matter.
9. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if (a) delivered personally against written receipt, (b) sent by facsimile transmission, (c) mailed by registered or certified mail, postage prepaid, return receipt requested, or (d) mailed by reputable international overnight courier, fee prepaid, to the Parties at the addresses or facsimile numbers set forth in Annex II hereto. Any Party may change the address to which notices, requests and other communications hereunder are to be delivered by giving the other Parties written notice thereof.
10. The construction, validity and performance of this Agreement shall be governed by the laws of Hong Kong. Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement (including any dispute regarding its existence, validity or termination, or the performance or breach of this Agreement) (each, a “Dispute”) shall be referred to and finally resolved by arbitration. The place of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Arbitration Rules of the HKIAC in force at the date of commencement of the arbitration (the “HKIAC Rules”). The arbitration shall be decided by a tribunal of three (3) arbitrators, whose appointment shall be in accordance with the HKIAC Rules. Arbitration proceedings (including but not limited to any arbitral award rendered) shall be in English. The arbitral tribunal shall have no authority to award punitive or other punitive type damages. By agreeing to arbitration, none of the parties hereto intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to a preliminary injunction or attachment in aid of the arbitration, or order any interim or conservatory measure.
11. Each of the Parties irrevocably and unconditionally waives trial by jury in any claim, action, suit, litigation, inquiry, hearing, examination, investigation, arbitration, mediation or other proceeding relating to this Agreement or the transactions contemplated hereby and for any counterclaim relating thereto.
12. This Agreement may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
[Signature page follows]
IN WITNESS WHEREOF, the Purchaser has duly executed this Commitment Letter as of the date first written above.
|
Shenzhen Cypress Capital Investment Management Ltd.
|
||||
|
By:
|
/s/ Wang Ping
|
|||
|
Name: Wang Ping
|
||||
|
Title: Chairman
|
||||
|
Accepted and Agreed:
|
||||
|
GM Investment Company Limited
|
||||
|
By:
|
/s/ Kam Yuen
|
|||
|
Name: Kam Yuen
|
||||
|
Title: Director
|
||||
|
Sinowill Holdings Limited
|
||||
|
By:
|
/s/ Kuo Zhang
|
|||
|
Name: Kuo Zhang
|
||||
|
Title: Controller
|
||||
|
Huge Harvest Enterprises Limited
|
||||
|
By:
|
/s/ Dongping Fei
|
|||
|
Name: Dongping Fei
|
||||
|
Title: Director
|
||||
|
Kingstate Group Limited
|
||||
|
By:
|
/s/ Hengyang Zhou
|
|||
|
Name: Hengyang Zhou
|
||||
|
Title: Director
|
||||
|
Trend Focus Limited
|
||||
|
By:
|
/s/ Francis Kwok Cheong Wan
|
|||
|
Name: Francis Kwok Cheong Wan
|
||||
|
Title: Director
|
||||
(Signature Page to Commitment Letter)
ANNEX I
PARENT ORDINARY SHARES TO BE PURCHASED
|
Name
|
Parent Ordinary Shares
|
Aggregate Purchase Price
|
||||||
|
GM Investment Company Limited
|
455 | $ | 14,999,998.65 | |||||
|
Sinowill Holdings Limited
|
291 | $ | 9,593,405.73 | |||||
|
Huge Harvest Enterprises Limited
|
73 | $ | 2,406,593.19 | |||||
|
Kingstate Group Limited
|
73 | $ | 2,406,593.19 | |||||
|
Trend Focus Limited
|
18 | $ | 593,406.54 | |||||
|
TOTAL:
|
910 | $ | 29,999,997.30 | |||||
ANNEX II
NOTICE INFORMATION
If to Purchaser, to:
Shenzhen Cypress Capital Investment Management Ltd.
Room 5106A-2, Excellence Times Square
4068 Yitian Road
Shenzhen, PRC
|
Facsimile:
|
+(86) 755 8204 6190
|
|
Attention:
|
Mr. Wang Ping, Legal Representative
|
If to Capital Ally Investments Limited, to:
Capital Ally Investments Limited
21/F, Block D, The Place Tower
No.9 Guanghua Road, Chaoyang District
Beijing, China 100020
|
|
Facsimile:
|
+(86) 10 57091133
|
|
|
Attention:
|
Kuo Zhang
|
If to GM Investment Company Limited, to:
GM Investment Company Limited
48/F, Bank of China Tower
1 Garden Road
Central, Hong Kong
|
|
Facsimile:
|
+(852) 3605 8189
|
|
|
Attention:
|
Kong Kam Yu Sammy
|
If to Sinowill Holdings Limited, to:
Sinowill Holdings Limited
21/F, Block D, The Place Tower
No.9 Guanghua Road, Chaoyang District
Beijing, China 100020
|
|
Facsimile:
|
+(86) 10 57091133
|
|
|
Attention:
|
Kuo Zhang
|
If to Huge Harvest Enterprises Limited, to:
Huge Harvest Enterprises Limited
21/F, Block D, The Place Tower
No.9 Guanghua Road, Chaoyang District
Beijing, China 100020
|
|
Facsimile:
|
+(86) 10 57091199
|
|
|
Attention:
|
Dongping Fei
|
If to Kingstate Group Limited, to:
Kingstate Group Limited
21/F, Block D, The Place Tower
No.9 Guanghua Road, Chaoyang District
Beijing, China 100020
|
|
Facsimile:
|
+(86) 10 57091689
|
|
|
Attention:
|
Hengyang Zhou
|
If to Trend Focus Limited, to:
Trend Focus Limited
21/F, Block D, The Place Tower
No.9 Guanghua Road, Chaoyang District
Beijing, China 100020
|
|
Facsimile:
|
+(86) 10 57091178
|
|
|
Attention:
|
Francis Kwok Cheong Wan
|
Exhibit I
COMMITMENT LETTER
This Commitment Letter dated May 31, 2011 (this “Commitment Letter”) is hereby being provided by Shenzhen China Growth & Kingwin Investment Partnership (L.P.) (the “Purchaser”) to GM Investment Company Limited, Sinowill Holdings Limited, Huge Harvest Enterprises Limited, Kingstate Group Limited and Trend Focus Limited (collectively, the “Sellers”).
1. The Sellers and ARCH Digital Holdings Ltd. (collectively, the “Consortium”), have formed Fortress Group Limited, a Cayman Islands exempted limited company (“Parent”), with the intent of acquiring 100% of the issued and outstanding share capital of Funtalk China Holdings Limited in a going private transaction by way of a merger (the “Merger”). In connection with the Merger, Parent, the Consortium and one or more proposed investors in Parent intend to enter into a shareholders agreement to be agreed by such parties related to the ownership of securities of Parent and related matters following the closing of the Merger (the “Shareholders Agreement”).
2. Following the closing of the Merger, the Sellers will own ordinary shares, par value $0.001 per share, of Parent (“Parent Ordinary Shares”).
3. The Purchaser hereby commits to purchase, immediately following the closing of the Merger, a total of 607 Parent Ordinary Shares from the Sellers, in the respective amounts set forth on Annex I hereto at a purchase price of US$32,967.03 per share, for an aggregate purchase price equal to US$20,010,987.21 (the “Purchase Price”), and the Purchaser shall pay the aggregate purchase price due to each Seller in immediately available funds in U.S. Dollars (or, if mutually agreed between Purchaser and such Seller, in RMB or Hong Kong Dollars at an exchange rate to be agreed) to such accounts as designated by such Seller in writing. In connection with such purchase, the Purchaser shall unconditionally execute and become a party to the Shareholders Agreement and related security documents, together with Parent, the Consortium and the other investors in Parent, as of the closing of such purchase pursuant to which Purchaser and Seller shall share certain rights and be subject to the obligations of Seller thereunder on a pro rata basis based on their fully-diluted ownership of Parent, except the Purchaser shall not be entitled to appoint any members to the board of directors of Parent or exercise any put rights of the Seller.
4. Each of the Parties will bear its own costs and expenses in connection with this Agreement and the transactions contemplated hereby. In the event that the Purchaser fails to pay the Purchase Price to Sellers immediately following the closing of the Merger, and the Sellers have not breached any of their obligations hereunder, the Purchaser shall, as soon as practicable but in any event no later than the next business day, pay to each Seller an amount equal to $1,200,000 multiplied by such Seller’s pro rata share of the Purchase Price to such accounts as designated by such Seller in writing.
5. No amendment of any provision of this Agreement shall be valid unless such amendment is in writing and signed by each of the parties hereto. No waiver by any party hereto of any provision of this Agreement shall be valid unless such waiver is in writing and signed by the party against whom such waiver is sought to be enforced.
6. No party hereto may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of each of the other parties hereto and Parent.
7. It is not the intention of the parties hereto to confer third-party beneficiary rights, and this Agreement does not confer any such rights, upon any other person or entity.
8. This Agreement (including the Annex hereto) constitutes the entire agreement between the Purchaser, on the one hand, and each of the Sellers, on the other hand, with respect to the subject matter hereof and thereof and supersedes any prior understandings, agreements or representations by or between the Purchaser and any Seller, written or oral, with respect to such subject matter.
9. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if (a) delivered personally against written receipt, (b) sent by facsimile transmission, (c) mailed by registered or certified mail, postage prepaid, return receipt requested, or (d) mailed by reputable international overnight courier, fee prepaid, to the Parties at the addresses or facsimile numbers set forth in Annex II hereto. Any Party may change the address to which notices, requests and other communications hereunder are to be delivered by giving the other Parties written notice thereof.
10. The construction, validity and performance of this Agreement shall be governed by the laws of Hong Kong. Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement (including any dispute regarding its existence, validity or termination, or the performance or breach of this Agreement) (each, a “Dispute”) shall be referred to and finally resolved by arbitration. The place of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Arbitration Rules of the HKIAC in force at the date of commencement of the arbitration (the “HKIAC Rules”). The arbitration shall be decided by a tribunal of three (3) arbitrators, whose appointment shall be in accordance with the HKIAC Rules. Arbitration proceedings (including but not limited to any arbitral award rendered) shall be in English. The arbitral tribunal shall have no authority to award punitive or other punitive type damages. By agreeing to arbitration, none of the parties hereto intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to a preliminary injunction or attachment in aid of the arbitration, or order any interim or conservatory measure.
11. Each of the Parties irrevocably and unconditionally waives trial by jury in any claim, action, suit, litigation, inquiry, hearing, examination, investigation, arbitration, mediation or other proceeding relating to this Agreement or the transactions contemplated hereby and for any counterclaim relating thereto.
12. This Agreement may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
[Signature page follows]
-2-
IN WITNESS WHEREOF, the Purchaser has duly executed this Commitment Letter as of the date first written above.
|
Shenzhen China Growth & Kingwin
Investment Partnership (L.P.)
|
|||
|
By: Shenzhen China Science & Kingwin
Venture Investment Ltd., its general partner
|
|||
|
By:
|
/s/ Jiang Yuemin
|
||
|
Name: Jiang Yuemin
|
|||
|
Title: Managing Partner
|
|||
Accepted and Agreed:
|
GM Investment Company Limited
|
||
|
By:
|
/s/ Kam Yuen
|
|
|
Name: Kam Yuen
|
||
|
Title: Director
|
||
|
Sinowill Holdings Limited
|
||
|
By:
|
/s/ Kuo Zhang
|
|
|
Name: Kuo Zhang
|
||
|
Title: Controller
|
||
|
Huge Harvest Enterprises Limited
|
||
|
By:
|
/s/ Dongping Fei
|
|
|
Name: Dongping Fei
|
||
|
Title: Director
|
||
|
Kingstate Group Limited
|
||
|
By:
|
/s/ Hengyang Zhou
|
|
|
Name: Hengyang Zhou
|
||
|
Title: Director
|
||
|
Trend Focus Limited
|
||
|
By:
|
/s/ Francis Kwok Cheong Wan
|
|
|
Name: Francis Kwok Cheong Wan
|
||
|
Title: Director
|
||
(Signature Page to Commitment Letter)
ANNEX I
PARENT ORDINARY SHARES TO BE PURCHASED
|
Name
|
Parent Ordinary Shares
|
Aggregate Purchase Price
|
||||||
|
GM Investment Company Limited
|
303 | $ | 9,989,010.09 | |||||
|
Sinowill Holdings Limited
|
194 | $ | 6,395,603.82 | |||||
|
Huge Harvest Enterprises Limited
|
49 | $ | 1,615,384.47 | |||||
|
Kingstate Group Limited
|
49 | $ | 1,615,384.47 | |||||
|
Trend Focus Limited
|
12 | $ | 395,604.36 | |||||
|
TOTAL:
|
607 | $ | 20,010,987.21 | |||||
ANNEX II
NOTICE INFORMATION
If to Purchaser, to:
Shenzhen China Growth & Kingwin Investment Partnership (L.P.)
Room 5106A-2, Excellence Times Square
4068 Yitian Road
Shenzhen, PRC
Facsimile: +(86) 755 8287 6542
Attention: Chen Jianhui
If to Capital Ally Investments Limited, to:
Capital Ally Investments Limited
21/F, Block D, The Place Tower
No.9 Guanghua Road, Chaoyang District
Beijing, China 100020
Facsimile: +(86) 10 57091133
Attention: Kuo Zhang
If to GM Investment Company Limited, to:
GM Investment Company Limited
48/F, Bank of China Tower
1 Garden Road
Central, Hong Kong
Facsimile: +(852) 3605 8189
Attention: Kong Kam Yu Sammy
If to Sinowill Holdings Limited, to:
Sinowill Holdings Limited
21/F, Block D, The Place Tower
No.9 Guanghua Road, Chaoyang District
Beijing, China 100020
Facsimile: +(86) 10 57091133
Attention: Kuo Zhang
If to Huge Harvest Enterprises Limited, to:
Huge Harvest Enterprises Limited
21/F, Block D, The Place Tower
No.9 Guanghua Road, Chaoyang District
Beijing, China 100020
Facsimile: +(86) 10 57091199
Attention: Dongping Fei
If to Kingstate Group Limited, to:
Kingstate Group Limited
21/F, Block D, The Place Tower
No.9 Guanghua Road, Chaoyang District
Beijing, China 100020
Facsimile: +(86) 10 57091689
Attention: Hengyang Zhou
If to Trend Focus Limited, to:
Trend Focus Limited
21/F, Block D, The Place Tower
No.9 Guanghua Road, Chaoyang District
Beijing, China 100020
Facsimile: +(86) 10 57091178
Attention: Francis Kwok Cheong Wan