UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(
Amendment
No
. 8)*
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 Limited
Xin Liu
Yuyan Zhang
TYG Center Tower B, Suite 2601
Dongsanhuan Bei Lu, Bing 2
Beijing, 100027
China
(86) 10 8441 7777
|
Richard Yee
Abax Global Capital (Hong Kong) Limited
Two International Finance Centre
Suite 6708, 8 Finance Street, Central
Hong Kong
(852) 3602 1815
|
With copies to:
|
Michael V. Gisser
Peter X. Huang
Skadden, Arps, Slate, Meagher & Flom
LLP
30th Floor, China World Office 2
No. 1, Jianguomenwai Avenue
Beijing 100004
China
(86) 10 6535-5599
|
Akiko Mikumo
Weil, Gotshal & Manges
29/F, Alexandra House
18 Chater Road, Central
Hong Kong
(852) 3476 9088
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
|
|
June 28, 2012
|
(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).
1.
|
NAME OF REPORTING PERSON: Li Fu
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
1,837,223
1
|
8.
|
SHARED VOTING POWER
9,228,433
2
|
9.
|
SOLE DISPOSITIVE POWER
1,837,223
3
|
10.
|
SHARED DISPOSITIVE POWER
9,228,433
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,065,656
4
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9%
5
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
1
This includes 30,500 options for shares of Common
Stock.
2
This includes shares directly owned by Wise Sun
and members of Mr. Fu’s family.
3
This includes 30,500 options for shares of Common Stock.
4
This excludes shares beneficially owned by Abax
Lotus, Global Fund, Upland, Arhat, Upland Managing Member, AGC, Abax HK and Mr. Yang.
5
The percentage of beneficial ownership
of each Reporting Person is based on 38,329,070 shares of Common Stock, which includes 38,298,570 shares of Common Stock issued
and outstanding as of the date of this statement and 30,500 shares of Common Stock issuable to Mr. Fu upon exercise of certain
stock options.
1.
|
NAME OF REPORTING PERSON: Wise Sun Investments Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
7,930,090
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
7,930,090
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,065,656
6
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9%
|
14.
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
6
This
excludes shares beneficially owned by Abax Lotus, Global Fund, Upland, Arhat, Upland Managing Member, AGC, Abax HK and Mr. Yang.
1.
|
NAME OF REPORTING PERSON: Xin Liu
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
1,118,418
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
1,118,418
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,118,418
7
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
7
This excludes shares
beneficially owned by Wise Sun, Ms. Zhang, Abax Lotus, Global Fund, Upland, Arhat, Upland Managing Member, AGC, Abax HK and Mr.
Yang.
1.
|
NAME OF REPORTING PERSON: Yuyan Zhang
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
179,925
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
179,925
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,925
8
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
8
This excludes shares beneficially owned by
Wise Sun, Ms. Liu, Abax Lotus, Global Fund, Upland, Arhat, Upland Managing Member, AGC, Abax HK and Mr. Yang.
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
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
205,050
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
205,050
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,050
9
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5 %
|
14.
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
9
This
excludes shares beneficially owned by Mr. Fu, Wise Sun, Ms. Liu and Ms. Zhang.
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
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
205,050
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
205,050
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,050
10
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5 %
|
14.
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
10
This
excludes shares beneficially owned by Mr. Fu, Wise Sun, Ms. Liu and Ms. Zhang.
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
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
205,050
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
205,050
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,050
11
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5 %
|
14.
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
11
This
excludes shares beneficially owned by Mr. Fu, Wise Sun, Ms. Liu and Ms. Zhang.
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
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
205,050
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
205,050
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,050
12
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5 %
|
14.
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
12
This
excludes shares beneficially owned by Mr. Fu, Wise Sun, Ms. Liu and Ms. Zhang.
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
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
205,050
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
205,050
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,050
13
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5 %
|
14.
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
13
This
excludes shares beneficially owned by Mr. Fu, Wise Sun, Ms. Liu and Ms. Zhang.
1.
|
NAME OF REPORTING PERSON: AGC Asia 6 Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(a)
x
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
OO, AF
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
14
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 %
|
14.
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
14
This
excludes shares beneficially owned by Mr. Fu, Wise Sun, Ms. Liu, Ms. Zhang, Abax Lotus, Global Fund, Upland, Arhat, Upland Managing
Member, AGC, Abax HK and Mr. Yang.
1.
|
NAME OF REPORTING PERSON: AGC China Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(a)
x
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
OO, AF
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
15
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 %
|
14.
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
15
This
excludes shares beneficially owned by Mr. Fu, Wise Sun, Ms. Liu, Ms. Zhang, Abax Lotus, Global Fund, Upland, Arhat, Upland Managing
Member, AGC, Abax HK and Mr. Yang.
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
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
205,050
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
205,050
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,050
16
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
|
14.
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
16
This excludes shares beneficially
owned by Mr. Fu, Wise Sun, Ms. Liu and Ms. Zhang.
1.
|
NAME OF REPORTING PERSON: Abax Global Capital (Hong Kong) Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
OO, AF
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
205,050
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
205,050
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,050
17
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
17
This excludes shares beneficially owned by Mr.
Fu, Wise Sun, Ms. Liu and Ms. Zhang.
1.
|
NAME OF REPORTING PERSON: Xiang Dong Yang
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
205,050
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
205,050
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,050
18
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
18
This
excludes shares beneficially owned by Mr. Fu, Wise Sun, Ms. Liu and Ms. Zhang.
This Schedule 13D/A
(the “Schedule 13D/A”) is filed jointly by Li Fu (“Mr. Fu”), Wise Sun Investments Limited (“Wise
Sun”), Xin Liu (“Ms. Liu”), Yuyan Zhang (“Ms. Zhang”), 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”), AGC Asia 6 Ltd. ("AGC Asia 6"), AGC China Ltd. (“AGC
China”), Abax Global Capital (“AGC”), Abax Global Capital (Hong Kong) Limited, (“Abax HK”) and Xiang
Dong Yang (“Mr. Yang”, together with Mr. Fu, Wise Sun, Ms. Liu, Ms. Zhang, Abax Lotus, Global Fund, Upland, Arhat,
Upland Managing Member, AGC Asia 6, AGC China, AGC and Abax HK, the “Reporting Persons”). With respect to Mr. Fu and
Wise Sun, this Schedule 13D/A represents Amendment No. 8 to the statement on Schedule 13D with respect to the Company filed jointly
by Mr. Fu and Dalian Fushi Enterprises Group Company, Ltd. (“Fushi Group”) with the SEC on January 13, 2006 (the “Original
13D”), as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5,
Amendment No. 6 and Amendment No. 7 jointly filed by Mr. Fu and Wise Sun with the SEC on February 10, 2009, November 4, 2010, March
1, 2011, November 21, 2011, November 21, 2011, December 5, 2011 and December 28, 2011, respectively. This Schedule 13D/A represents
Amendment No. 6 to the statement on Schedule 13D with respect to the Company filed by the Abax Parties (as defined below) on November
4, 2010, as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5
filed by the Abax Parties with the SEC on March 1, 2011, November 21, 2011, November 21, 2011, December 5, 2011 and December 28,
2011, respectively. This Schedule 13D/A represents the initial statement on Schedule 13D filed by Ms. Liu and Ms. Zhang. Abax Lotus,
Global Fund, Upland, Arhat, Upland Managing Member, AGC Asia 6, AGC China, AGC, Abax HK and Mr. Yang are collectively referred
to as the “Abax Parties.”
Item 2.
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Identity and Background
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Item 2 is hereby supplemented
as follows and with respect to the Abax Parties the following supersedes the information previously provided in Item 2(b)-(f):
(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
7.01.
(b) Each of Ms. Liu’s and Ms.
Zhang’s business address is TYG Center Tower B, Suite 2601, Dongsanhuan Bei Lu, Bing 2, Beijing, 100027 People’s Republic
of China.
Each Abax Person’s
(as defined below) and each Abax Party’s business address is Two International Finance Centre, Suite 6708, 67/F, 8 Finance
Street, Central, Hong Kong.
(c) Ms. Zhang is retired. Ms. Liu is
a full-time housewife.
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 and AGC is the investment manager to Arhat, Upland and Global Fund. Abax HK is also the investment advisor to AGC China and
AGC China is the investment manager to AGC Asia 6. Abax Lotus and AGC Asia 6 are investment funds 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) all shares of Common Stock that are owned beneficially and directly by Abax Lotus. Mr.
Yang is the ultimate controlling shareholder of Abax HK. Each of Global Fund, Upland, Arhat, Upland Managing Member, AGC Asia 6,
AGC China, AGC, Abax HK and Mr. Yang disclaims beneficial ownership of such shares for all other purposes.
The name, title and
present principal occupation or employment of each director and executive officer of the Abax Parties, each of whom is an “Abax
Person” is set forth below:
For Abax HK, AGC China and AGC
:
Name
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Occupation/Position
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Entity
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Mr. Yang
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Managing Partner, Chief Investment Officer and Director
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Abax HK, AGC China and AGC
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Mr. Frank Feng Qian
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Director
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Abax HK, AGC China and AGC
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Mr. William Hoi Hin Chan
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Partner
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Abax HK, AGC China and AGC
|
Mr. John Lu Goh
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Managing Director
|
Abax HK, AGC China and AGC
|
Mr. Richard Yee
|
Managing Director and General Counsel
|
Abax HK, AGC China 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. Christopher Chang
|
Director
|
Abax Lotus, Global Fund, Arhat, Upland Managing Member
|
For AGC Asia 6
:
Name
|
Occupation/Position
|
Entity
|
Mr. Yang
|
Director
|
AGC Asia 6
|
Mr. Richard Yee
|
Director
|
AGC Asia 6
|
(d) During the past five years, neither
Ms. Liu nor Ms. Zhang has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five
years, none of the Abax Parties nor, to the best of their knowledge, any of the Abax Persons, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither
Ms. Liu nor Ms. Zhang 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.
During the past five
years, none of the Abax Parties nor, to the best of their knowledge, any of the Abax Persons, 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)
Ms. Liu and Ms. Zhang are citizens of the People’s Republic of China.
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 Asia
6 is a Cayman Islands domiciled exempted company; AGC China is a Cayman Islands domiciled exempted company; AGC is a Cayman Islands
domiciled exempted company; Abax HK is a Hong Kong company; Mr. Yang is a citizen of Hong Kong; Mr. Frank Feng Qian is a citizen
of the People’s Republic of China; 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. Christopher Chang
is a citizen of the United States.
Information with respect to each of the
Reporting Persons is given solely by such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness
of information supplied by another Reporting Person.
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 3 is hereby supplemented
as follows:
Pursuant to an agreement
and plan of merger, dated as of June 28, 2012 (the “Merger Agreement”), by and among (i) Green Dynasty Limited, a Cayman
Islands exempted company (“Parent”), (ii) Green Dynasty Acquisition, Inc., a Nevada corporation and a wholly-owned
subsidiary of Parent (“Merger Sub”), (iii) the Company and (iv) Green Dynasty Holdings Limited, a Cayman Islands exempted
company (“Holdco”), subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into
the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Parent (the “Merger”).
The descriptions of the Merger and of the Merger Agreement set forth in Item 4 below are incorporated by reference in their entirety
into this Item 3. The information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement,
a copy of which has been filed as Exhibit 7.02, and is incorporated herein by reference in their entirety.
The Reporting Persons
anticipate that the approximately 27,058,364 outstanding shares of Common Stock owned by shareholders of the Company other than
the Rollover Stockholders (as defined below) (the “Publicly Held Shares”) will be entitled to receive an aggregate
of approximately US$260 million. This amount includes (a) the estimated funds required by Reporting Persons to purchase the Publicly
Held Shares and pay for the outstanding options to purchase Common Stock, and (b) the estimated transaction costs associated with
the purchase of the Publicly Held Shares.
The financing for the Merger and other transactions
contemplated by the Merger Agreement will be obtained by the Reporting Persons pursuant to (i) a facility agreement, dated as of
June 27, 2012 (the “Facility Agreement”), by and between Parent and China Development Bank Corporation Hong Kong Branch
(“CDB”), (ii) an equity commitment letter, dated as of June 28, 2012 (the “Abax Equity Commitment Letter”),
by and between Abax Lotus, AGC Asia 6 and Holdco, and (iii) an equity commitment letter, dated as of June 28, 2012 (the “Chairman
Equity Commitment Letter”), by and between Mr. Fu and Holdco. Under the terms and subject to the conditions of the Facility
Agreement, CDB will provide a term loan facility of up to $185 million to Parent. Under the terms and subject to the conditions
of the Abax Commitment Letter, Abax Lotus and AGC Asia 6 will provide equity financing of $30 million to Holdco. The source of
funds for such equity financing will come from the investors in such funds. Under the terms and subject to the conditions of the
Chairman Equity Commitment Letter, Mr. Fu will provide equity financing of $45 million to Holdco. Such equity financing will come
from Mr. Fu's personal funds. The information disclosed in this paragraph is qualified in its entirety by reference to the Facility
Agreement, the Abax Equity Commitment Letter and the Chairman Equity Commitment Letter, copies of which have been filed as Exhibit
7.03, Exhibit 7.04 and Exhibit 7.05, respectively, and are incorporated herein by reference in their entirety.
On June 28, 2012, Mr. Fu, Wise Sun, Ms.
Liu, Ms. Zhang and Abax Lotus (the “Rollover Stockholders”) entered into a contribution agreement (the "Contribution
Agreement") with Parent and Holdco. Pursuant to the Contribution Agreement, the Rollover Stockholders have agreed that, immediately
prior to the effective time of the Merger, they will contribute to Parent an aggregate of 11,240,956 shares of Common Stock in
exchange for the same number of shares of Holdco. The information disclosed in this paragraph is qualified in its entirety by reference
to the Contribution Agreement, a copy of which has been filed as Exhibit 7.06 and is incorporated herein by reference in its entirety.
Item 4 of this Schedule
13D/A is incorporated herein by reference.
Item 4.
|
Purpose of Transaction
|
Item 4 is hereby supplemented as follows:
On June 28, 2012, the
Company announced in a press release that it had entered into the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub
will merge with and into the Company, with the Company as the surviving entity and a wholly-owned subsidiary of Parent. Under the
terms of the Merger Agreement, each Publicly Held Share will be converted into the right to receive $9.50 in cash, without interest.
The Merger is subject to the approval of the Company’s stockholders (including the approval of 60% of the outstanding shares
of Common Stock not owned by the Rollover Stockholders, Holdco, Parent, Merger Sub, or any of their respective affiliates) and
other customary closing conditions.
The purpose of the
transactions contemplated under the Merger Agreement, including the Merger, is to acquire all of the Publicly Held Shares. If the
Merger is consummated, shares of Common Stock will no longer be traded on the NASDAQ Global Select Market and will cease to be
registered under Section 12 of the Exchange Act, and the Company will be privately held by the Reporting Persons. The information
disclosed in this paragraph and in the preceding paragraph of this Item 4 is qualified in its entirety by reference to the Merger
Agreement, which is incorporated herein by reference in its entirety.
Concurrently with the
execution of the Merger Agreement, the Rollover Stockholders, who together own approximately 29.4% of the outstanding shares of
Common Stock, entered into a voting agreement, dated as of June 28, 2012 (the “Voting Agreement”) with Parent and the
Company, pursuant to which the Rollover Stockholders have agreed (i) when a meeting of the stockholders of the Company is held,
to appear at such meeting or otherwise cause their shares of Common Stock to be counted as present thereat for the purpose of establishing
a quorum and (ii) to vote or cause to be voted at such meeting all their shares of Common Stock in favor of the approval of the
Merger Agreement and approval of the other actions contemplated in the Merger Agreement. The information disclosed in this paragraph
is qualified in its entirety by reference to the Voting Agreement, a copy of which has been filed as Exhibit 7.07, and is incorporated
herein by reference in its entirety.
Item 3 of this Schedule
13D/A is incorporated herein by reference.
Other than as described
in Item 3 and Item 4 above, none of the Reporting Persons has any plans or proposals which relate to or would result in any of
the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time
to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more
of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.
|
Interest in Securities of the Issuer
|
Item 5 is hereby amended and restated in its entirety as follows:
(a)-(b) As of the date hereof, Mr. Fu directly holds 1,806,723
shares of Common Stock, plus 30,500 shares of Common Stock issuable to Mr. Fu upon exercise of certain stock options, together,
approximately 4.8% of the outstanding Common Stock.
Mr. Fu is the holder of record of 100% of the equity interests
of Wise Sun, which holds 7,930,090 shares of Common Stock, approximately 20.7% of the outstanding Common Stock. Mr. Fu has voting
and dispositive control over the shares of the Company held by Wise Sun. Mr. Fu is thereby deemed to have beneficial ownership
of such shares.
Ms. Liu is the holder of record of 1,118,418 shares of Common
Stock and Ms. Zhang is the holder of 179,925 shares of Common Stock, which together represents approximately 3.4% of the outstanding
Common Stock. Ms. Liu is the wife of Mr. Fu, and Ms. Zhang is the mother of Mr. Fu. Mr. Fu may be deemed to have beneficial ownership
of the 1,118,418 shares of Common Stock held by Ms. Liu and the 179,925 shares of Common Stock held by Ms. Zhang by virtue of such
family relationships. In addition, Mr. Fu may have voting and dispositive control over such shares held by Ms. Liu and Ms. Zhang,
however, Mr. Fu disclaims such beneficial ownership.
As a result, Mr. Fu may be deemed the beneficial owner of 11,065,656
shares of Common Stock or approximately 28.9% of the outstanding Common Stock.
With respect to each Abax Party, the cover pages of this Schedule
13D are incorporated herein by reference as if set forth in their entirety. As of the date hereof, Abax Lotus directly owns
205,050 shares of Common Stock, representing approximately 0.5% of the outstanding shares of Common Stock.
Due
to their control relationship over Abax Lotus, each of AGC, Upland Managing Member, Arhat, Upland and Global Fund
may be
deemed to beneficially own and have shared voting and dispositive power over the shares of Common Stock owned by Abax Lotus
.
Abax HK is the investment advisor to AGC, Arhat, Upland and Global Fund and therefore may be deemed
to beneficially own
and have shared voting and dispositive power over the shares of Common Stock owned by Abax Lotus
.
Due to Mr. Yang’s control relationship over all of these entities, he may therefore be deemed
to beneficially own
and have shared voting and dispositive power over the shares of Common Stock owned by Abax Lotus.
By virtue of their actions in respect of the Merger 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 11,270,706 shares
of Common Stock, which represents approximately 29.4% of the outstanding Common Stock. Each of Abax Lotus, Global Fund, Upland,
Arhat, Upland Managing Member, AGC Asia 6, AGC China, AGC, Abax HK and Mr. Yang disclaims any beneficial ownership of such shares
held by Mr. Fu, Wise Sun, Ms. Liu and Ms. Zhang. Each of Mr. Fu, Wise Sun, Ms. Liu, Ms. Zhang, AGC Asia 6 and AGC China disclaims
beneficial ownership of such shares held by Abax Lotus, Global Fund, Upland, Arhat, Upland Managing Member, AGC, Abax HK and Mr.
Yang.
(c) On June 28, 2012, Mr. Fu exercised his options and purchased
15,250 shares of Common Stock of the Company at the price of $4.95 per share.
Other than the transaction listed above, 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 Company
during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company
|
Item 6 is hereby supplemented as follows:
On June 28, 2012, Parent,
Merger Sub, the Company and Holdco entered into the Merger Agreement. The descriptions of the Merger Agreement in Item 3 and Item
4 of this Schedule 13D/A are incorporated herein by reference. Concurrently with the execution of the Merger Agreement: (i) Parent
and CDB entered into the Facility Agreement, (ii) Holdco, Abax Lotus and AGC Asia 6 entered into the Abax Equity Commitment Letter,
(iii) Holdco and Mr. Fu entered into the Chairman Equity Commitment Letter, (iv) the Rollover Stockholders, Parent and Holdco entered
into the Contribution Agreement, and (v) the Rollover Stockholders, Parent and the Company entered into the Voting Agreement.
The descriptions in
Item 3 and Item 4 of this Schedule 13D/A of the agreements listed in this Item 6 are incorporated herein by reference. The summaries
of certain provisions of such agreements in this statement on Schedule 13D are not intended to be complete and are qualified in
their entirety by reference to the full text of such agreements. The agreements listed in this Item 6 are filed herewith as Exhibits
7.02 through 7.07 and are incorporated herein by reference.
Item 7.
|
Material to Be Filed as Exhibits
|
The following are filed herewith as Exhibits
to this Schedule 13D/A:
Exhibit 7.01 Joint Filing Agreement by and among the Reporting
Persons, dated June 29, 2012.
Exhibit 7.02 Merger Agreement, by and among the Company,
Holdco, Parent and Merger Sub, dated June 28, 2012.
Exhibit 7.03 Facility Agreement, by and between Parent and
CDB, dated June 27, 2012
Exhibit 7.04 Abax Equity Commitment Letter, by and among
Holdco, Abax Lotus and AGC Asia 6, dated June 28, 2012.
Exhibit 7.05 Chairman Equity Commitment Letter, by and between
Holdco and Mr. Fu, dated June 28, 2012.
Exhibit 7.06 Contribution Agreement, by and among Holdco,
Parent and the Rollover Stockholders, dated June 28, 2012.
Exhibit 7.07 Voting Agreement, by and among Company, Parent
and the Rollover Stockholders, dated June 28, 2012.
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: June 29, 2012
|
LI FU
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|
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/s/ Li Fu
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Name: Li Fu
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WISE SUN INVESTMENTS LIMITED
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By:
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/s/ Li Fu
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Name: Li Fu
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Title: Director
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XIN LIU
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/s/ Xin Liu
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Name: Xin Liu
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YUYAN ZHANG
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/s/ Yuyan Zhang
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Name: Yuyan Zhang
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ABAX LOTUS LTD.
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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Title: Director
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ABAX GLOBAL OPPORTUNITIES FUND
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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Title: Director
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ABAX UPLAND FUND, LLC
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By: ABAX CLAREMONT LTD. in its capacity as Managing Member
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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Title: Director
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ABAX ARHAT FUND
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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Title: Director
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ABAX CLAREMONT LTD.
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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Title: Director
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AGC ASIA 6 LTD.
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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Title: Director
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AGC CHINA LTD.
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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Title: Director
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ABAX GLOBAL CAPITAL
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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Title: Director
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ABAX GLOBAL CAPITAL (HONG KONG) LIMITED
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By:
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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Title: Director
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XIANG DONG YANG
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/s/ Xiang Dong Yang
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Name: Xiang Dong Yang
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