UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
China
GrenTech Corporation Limited
(Name of the Issuer)
China GrenTech Corporation Limited
Yingjie Gao
Rong Yu
Yin Huang
Talenthome Management Limited
Xing Sheng Corporation Limited
Guoren Industrial Developments Limited
Heng Xing Yue Investments Limited
Well Sino Enterprises Limited
Leakey Investments Limited
(Names of Persons Filing Statement)
Ordinary Shares, par value $0.00002 per share
American Depositary
Shares, each representing 25 Ordinary Shares
(Title of Class of Securities)
16938P107 and 16938P909 (Restricted ADSs)
(1)
(CUSIP Number)
Note: (1) These CUSIP numbers apply to the Issuers American
depositary shares, each of which represents 25 Ordinary Shares. No CUSIP number has been assigned to the Ordinary Shares.
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Xin Lian
China GrenTech Corporation Limited
15th Floor, Block A, Guoren
Building
Keji Central 3rd Road
Hi-Tech Park, Nanshan District
Shenzhen 518057, Peoples Republic of
China
Facsimile: (86 755) 2650-3007
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Yingjie Gao
c/o: Yingjie Gao
Rong Yu
Yin Huang
Talenthome Management Limited
Xing Sheng Corporation Limited
Guoren Industrial Developments
Limited
Heng Xing Yue Investments Limited
Well Sino Enterprises Limited
Leakey Investments Limited
15th Floor, Block A, Guoren Building
Keji Central 3rd Road
Hi-Tech Park, Nanshan District
Shenzhen 518057, Peoples Republic of China
Attention: Mr. Yingjie Gao
Facsimile: (86 755) 2654-6999 ext.
0017
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With
copies to:
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Megan Tang, Esq.
Cleary Gottlieb Steen & Hamilton LLP
c/o Cleary Gottlieb Steen &
Hamilton (Hong Kong)
39th Floor, Bank of China Tower
1 Garden Road, Central, Hong Kong
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Paul W. Boltz, Jr., Esq.
Ropes & Gray LLP
41st Floor, One Exchange Square
8 Connaught Place
Central, Hong Kong
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Peter X. Huang, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
30th Floor, China World
Office 2
1 Jianguomenwai Avenue
Beijing 100004
Peoples Republic of China
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David Lamb
Conyers Dill & Pearman
2901, One Exchange Square
8 Connaught Place
Central, Hong Kong
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This statement is filed in connection with (check the appropriate box):
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a
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¨
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of
1934.
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b
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¨
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The filing of a registration statement under the Securities Act of 1933.
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c
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A tender offer
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d
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x
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None of the above
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies:
¨
Check the following box if the filing is a final amendment reporting
the results of the transaction:
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Calculation of Filing Fee
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Transactional Valuation*
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Amount of Filing
Fee**
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$44,300,649
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$5,077
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*
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Calculated solely for the purposes of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing
fee is calculated based on the aggregate cash payment for the proposed per share cash payment of $44,300,649 for 351,592,450 outstanding ordinary shares of the issuer subject to the transaction (the Transaction Valuation).
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**
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The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #3 for Fiscal
Year 2012, was calculated by multiplying the Transaction Valuation by 0.00011460.
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¨
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount
Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
TABLE OF CONTENTS
i
INTRODUCTION
This Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this Transaction Statement), is being filed with the Securities and Exchange Commission (the
SEC) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act), jointly by the following persons (each, a Filing Person, and collectively, the Filing
Persons): (a) China GrenTech Corporation Limited, a Cayman Islands company (the Company), the issuer of the registered ordinary shares, par value $0.00002 per share (each, a Share and collectively, the
Shares), including the Shares represented by the American depositary shares (ADSs), each representing 25 Shares, that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Talenthome Management
Limited, a British Virgin Islands corporation (Parent); (c) Xing Sheng Corporation Limited, a Cayman Islands company and wholly owned subsidiary of Parent (Merger Sub); (d) Guoren Industrial Developments Limited, a
British Virgin Islands company; (e) Heng Xing Yue Investments Limited, a British Virgin Islands company; (f) Well Sino Enterprises Limited, a British Virgin Islands company; (g) Leakey Investments Limited, a British Virgin Islands
company; (h) Mr. Yingjie Gao, the chairman and chief executive officer of the Company; (i) Ms. Rong Yu, a director and the chief financial officer of the Company and (j) Ms. Yin Huang (the above individuals, together
with Parent, Merger Sub, Guoren Industrial Developments Limited, Heng Xing Yue Investments Limited, Well Sino Enterprises Limited and Leakey Investments Limited, are collectively referred to herein as the Buyer Group).
On January 12, 2012, Parent, Merger Sub and the Company entered into an agreement and plan of merger, which was subsequently amended
and restated by the amended and restated agreement and plan of merger by and among the same parties, dated as of January 20, 2012 (the merger agreement), providing for the merger of Merger Sub with and into the Company (the
merger), with the Company continuing as the surviving company after the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are beneficially owned by Mr. Yingjie Gao, Ms. Rong Yu and Ms. Yin Huang.
Under the terms of the merger agreement, at the effective time of the merger, each outstanding Share, other than (a) any
Shares and ADSs beneficially owned by the Buyer Group (the Rollover Shares), (b) any Shares held by the ADS depositary which are not represented by ADSs and (c) any Shares and ADSs beneficially owned by shareholders who have
validly exercised and have not effectively withdrawn or lost their appraisal rights pursuant to Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) (the Cayman Islands Companies Law)
(the Dissenting Shares, together with the Rollover Shares and the Shares described in clause (b), the Excluded Shares), will be cancelled in exchange for the right to receive $0.126 and each ADS, each representing 25 Shares,
will represent the right to receive $3.15 (less $0.05 per ADS cancellation fee pursuant to the terms of the deposit agreement), in each case, in cash without interest and net of any applicable withholding taxes. The Rollover Shares and Shares held
by the ADS depositary which are not represented by ADSs will be cancelled for no consideration. The Dissenting Shares will be cancelled for their appraised or other agreed value as described in more detail below.
The merger remains subject to the satisfaction or waiver of the conditions set forth in the merger agreement, including obtaining the
requisite approval of the shareholders of the Company. The merger agreement must be approved by an affirmative vote of shareholders representing two-thirds or more of the Shares present and voting in person or by proxy as a single class at the
extraordinary general meeting of shareholders of the Company.
The Company will make available to its shareholders a proxy
statement (the Proxy Statement, a copy of which is attached as Exhibit (a)-(1) to this Transaction Statement), relating to the extraordinary general meeting of shareholders of the Company, at which the shareholders of the Company
will consider and vote upon, among other proposals, a proposal to approve the merger agreement and the transactions contemplated by the merger agreement, including the merger. As of the date hereof, the Proxy Statement is in preliminary form and is
subject to completion.
The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and
show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all
annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized
terms used but not defined in this Transaction Statement shall have the meanings given to them in the Proxy Statement.
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All information contained in this Transaction Statement concerning each Filing Person has
been supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.
The filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is controlled by any other Filing
Person, or that any other Filing Person is an affiliate of the Company within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.
Item 1
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Summary Term Sheet
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The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Questions and Answers about the Extraordinary General Meeting and the Merger
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Item 2
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Subject Company Information
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(a)
Name and Address
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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Summary Term SheetThe Parties Involved in the Merger
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(b)
Securities
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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The Extraordinary General MeetingRecord Date; Shares and ADSs Entitled to Vote
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Security Ownership of Certain Beneficial Owners and Management of the Company
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(c)
Trading Market and Price
. The information set forth in the Proxy Statement under the following caption is incorporated herein
by reference:
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Market Price of the Companys ADSs, Dividends and Other Matters
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(d)
Dividends
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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Market Price of the Companys ADSs, Dividends and Other Matters
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(e)
Prior Public Offering
. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
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Transactions in the Shares and ADSs
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(f)
Prior Stock Purchases
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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Transactions in the Shares and ADSs
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Item 3
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Identity and Background of Filing Person
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(a)
Name and Address
. China GrenTech Corporation Limited is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Summary Term SheetThe Parties Involved in the Merger
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Annex DDirectors and Executive Officers of Each Filing Person
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(b)
Business and Background of Entities
. The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
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Summary Term SheetThe Parties Involved in the Merger
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Annex DDirectors and Executive Officers of Each Filing Person
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(c)
Business and Background of Natural Persons
. The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
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Summary Term SheetThe Parties Involved in the Merger
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Annex DDirectors and Executive Officers of Each Filing Person
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Item 4
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Terms of the Transaction
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(a)-(1)
Material Terms Tender Offers
. Not applicable.
(a)-(2)
Material TermsMergers or Similar Transactions
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
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Questions and Answers about the Extraordinary General Meeting and the Merger
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The Extraordinary General Meeting
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The Amended and Restated Agreement and Plan of Merger
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Material U.S. Federal Income Tax Consequences
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Material PRC Income Tax Consequences
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Material Cayman Islands Tax Consequences
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Annex AAmended and Restated Agreement and Plan of Merger
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(c)
Different Terms
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
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Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments
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3
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Special FactorsInterests of Certain Persons in the Merger
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The Extraordinary General MeetingProposals to be Considered at the Extraordinary General Meeting
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The Amended and Restated Agreement and Plan of Merger
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Annex AAmended and Restated Agreement and Plan of Merger
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(d)
Appraisal Rights
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
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Summary Term SheetAppraisal Rights of Shareholders and ADS Holders
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Questions and Answers about the Extraordinary General Meeting and the Merger
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ANNEX CCayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) Section 238
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(e)
Provisions for Unaffiliated Security Holders
. The information set forth in the Proxy Statement
under the following caption is incorporated herein by reference:
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Provisions for Unaffiliated Security Holders
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(f)
Eligibility of Listing or Trading
. Not applicable.
Item 5
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Past Contracts, Transactions, Negotiations and Agreements
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(a)
Transactions
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Special FactorsInterests of Certain Persons in the Merger
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Special FactorsRelated Party Transactions
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Transactions in the Shares and ADSs
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(b)
Significant Corporate Events
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Special FactorsBackground of the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Special FactorsPurpose of and Reasons for the Merger
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4
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Special FactorsInterests of Certain Persons in the Merger
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The Amended and Restated Agreement and Plan of Merger
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Annex AAmended and Restated Agreement and Plan of Merger
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(c)
Negotiations or Contacts
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
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Special FactorsBackground of the Merger
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Special FactorsInterests of Certain Persons in the Merger
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The Amended and Restated Agreement and Plan of Merger
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Annex AAmended and Restated Agreement and Plan of Merger
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(e)
Agreements Involving the Subject Companys Securities
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
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Summary Term SheetFinancing of the Merger
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Special FactorsBackground of the Merger
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Special FactorsPlans for the Company after the Merger
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Special FactorsFinancing
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Special FactorsInterests of Certain Persons in the Merger
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Special FactorsVoting by the Buyer Group at the Extraordinary General Meeting
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The Amended and Restated Agreement and Plan of Merger
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Transactions in the Shares and ADSs
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Annex AAmended and Restated Agreement and Plan of Merger
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Item 6
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Purposes of the Transaction and Plans or Proposals
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(b)
Use of Securities Acquired
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Questions and Answers about the Extraordinary General Meeting and the Merger
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Special FactorsPurpose of and Reasons for the Merger
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Special FactorsEffect of the Proposed Merger on the Company
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The Amended and Restated Agreement and Plan of Merger
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Annex AAmended and Restated Agreement and Plan of Merger
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(c)(1)-(8)
Plans
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
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Summary Term SheetThe Merger
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Summary Term SheetPurposes and Effect of the Merger
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Summary Term SheetPlans for the Company after the Merger
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Summary Term SheetFinancing of the Merger
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Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments
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Special FactorsBackground of the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Special FactorsPurpose of and Reasons for the Merger
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Special FactorsEffect of the Proposed Merger on the Company
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Special FactorsPlans for the Company after the Merger
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Special FactorsFinancing
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Special FactorsInterests of Certain Persons in the Merger
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The Amended and Restated Agreement and Plan of Merger
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Annex AAmended and Restated Agreement and Plan of Merger
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Item 7
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Purposes, Alternatives, Reasons and Effects
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(a)
Purposes
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Summary Term SheetPurposes and Effect of the Merger
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Summary Term SheetPlans for the Company after the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Special FactorsPurpose of and Reasons for the Merger
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(b)
Alternatives
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
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Special FactorsBackground of the Merger
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6
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Special FactorsPosition of the Buyer Group as to the Fairness of the Merger
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Special FactorsPurpose of and Reasons for the Merger
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Special FactorsAlternatives to the Merger
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Special FactorsEffects on the Company if the Merger is not Completed
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(c)
Reasons
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Summary Term SheetPurposes and Effect of the Merger
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Special FactorsBackground of the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Special FactorsPosition of the Buyer Group as to the Fairness of the Merger
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Special FactorsPurpose of and Reasons for the Merger
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Special FactorsEffect of the Proposed Merger on the Company
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(d)
Effects
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Summary Term SheetPurposes and Effect of the Merger
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Special FactorsBackground of the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Special FactorsEffect of the Proposed Merger on the Company
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Special FactorsPlans for the Company after the Merger
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Special FactorsEffects on the Company if the Merger is not Completed
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Special FactorsInterests of Certain Persons in the Merger
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The Amended and Restated Agreement and Plan of Merger
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Material U.S. Federal Income Tax Consequences
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Material PRC Income Tax Consequences
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Material Cayman Islands Tax Consequences
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Annex AAmended and Restated Agreement and Plan of Merger
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Item 8
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Fairness of the Transaction
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(a)-(b)
Fairness; Factors Considered in Determining Fairness
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Summary Term SheetRecommendations of the Independent Committee and the Board of Directors
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Summary Term SheetPosition of Buyer Group as to Fairness
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Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments
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Special FactorsBackground of the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Special FactorsPosition of the Buyer Group as to the Fairness of the Merger
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Special FactorsOpinion of William Blair, the Independent Committees Financial Advisor
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Special FactorsInterests of Certain Persons in the Merger
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Annex BOpinion of William Blair & Company, L.L.C. as the Independent Committees Financial Advisor
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(c)
Approval of Security Holders
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
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Summary Term SheetShareholder Vote Required to Approve the Merger Agreement
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Questions and Answers about the Extraordinary General Meeting and the Merger
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The Extraordinary General MeetingVote Required
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(d)
Unaffiliated Representative
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
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Special FactorsBackground of the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Special FactorsOpinion of William Blair, the Independent Committees Financial Advisor
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Annex BOpinion of William Blair & Company, L.L.C. as the Independent Committees Financial Advisor
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(e)
Approval of Directors
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
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Summary Term SheetRecommendations of the Independent Committee and the Board of Directors
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Questions and Answers about the Extraordinary General Meeting and the Merger
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Special FactorsBackground of the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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(f)
Other Offers
. The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
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Special FactorsBackground of the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Item 9
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Reports, Opinions, Appraisals and Negotiations
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(a)
Report, Opinion or Appraisal
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Summary Term SheetOpinion of William Blair, the Independent Committees Financial Advisor
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Special FactorsBackground of the Merger
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Special FactorsOpinion of William Blair, the Independent Committees Financial Advisor
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Annex BOpinion of William Blair & Company, L.L.C. as the Independent Committees Financial Advisor
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(b)
Preparer and Summary of the Report, Opinion or Appraisal
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
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Special FactorsOpinion of William Blair, the Independent Committees Financial Advisor
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Annex BOpinion of William Blair & Company, L.L.C. as the Independent Committees Financial Advisor
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(c)
Availability of Documents
. The information set forth in the Proxy Statement under the following
caption is incorporated herein by reference:
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Where You Can Find More Information
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The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by
any interested holder of the Shares and ADSs or his, her or its representative who has been so designated in writing.
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Item 10
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Source and Amount of Funds or Other Consideration
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(a)
Source of Funds
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Summary Term SheetFinancing of the Merger
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Special FactorsFinancing
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The Amended and Restated Agreement and Plan of Merger
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Annex AAmended and Restated Agreement and Plan of Merger
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(b)
Conditions
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Summary Term SheetFinancing of the Merger
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Special FactorsFinancing
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(c)
Expenses
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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Special FactorsFees and Expenses
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(d)
Borrowed Funds.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Summary Term SheetFinancing of the Merger
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Special FactorsFinancing
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Item 11
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Interest in Securities of the Subject Company
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(a)
Securities Ownership
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments
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Special FactorsInterests of Certain Persons in the Merger
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Security Ownership of Certain Beneficial Owners and Management of the Company
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(b)
Securities Transaction
. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
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Transactions in the Shares and ADSs
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10
Item 12
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The Solicitation or Recommendation
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(d)
Intent to Tender or Vote in a Going-Private Transaction
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments
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|
Questions and Answers about the Extraordinary General Meeting and the Merger
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Special FactorsVoting by the Buyer Group at the Extraordinary General Meeting
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The Extraordinary General MeetingVote Required
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|
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Security Ownership of Certain Beneficial Owners and Management of the Company
|
(e)
Recommendations of Others
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
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|
Summary Term SheetRecommendations of the Independent Committee and the Board of Directors
|
|
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|
Summary Term SheetPosition of Buyer Group as to Fairness
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|
Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
|
|
|
|
Special FactorsPosition of the Buyer Group as to the Fairness of the Merger
|
|
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|
The Extraordinary General MeetingOur Boards Recommendation
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Item 13
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Financial Statements
|
(a)
Financial Information
. The audited financial statements of the Company for the two years ended December 31, 2009 and 2010 are incorporated herein by reference to the Companys Form 20-F for the year ended December 31, 2010
filed on June 30, 2011 (see page F-1 and following pages).
The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
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|
|
Financial Information
|
|
|
|
Where You Can Find More Information
|
(b) Pro Forma Information. Not applicable.
11
Item 14
|
Persons/Assets, Retained, Employed, Compensated or Used
|
(a)
Solicitation or Recommendations
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
|
The Extraordinary General MeetingSolicitation of Proxies
|
(b)
Employees and Corporate Assets
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
|
|
|
Summary Term SheetThe Parties Involved in the Merger
|
|
|
|
Special FactorsInterests of Certain Persons in the Merger
|
|
|
|
Annex DDirectors and Executive Officers of Each Filing Person
|
Item 15
|
Additional Information
|
(b)
Other Material Information
. The information contained in the Proxy Statement, including all annexes thereto, is incorporated
herein by reference.
(a)-(1) Proxy Statement of the Company dated
, 2012.
(a)-(2) Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the
Proxy Statement.
(a)-(3) Form of Proxy Card, incorporated herein by reference to the Proxy Statement.
(a)-(4) Form of ADS Voting Instructions Card and Depositarys Notice of Extraordinary General Meeting of Shareholders of the
Company, incorporated herein by reference to the Proxy Statement.
(a)-(5) Press Release issued by the Company, dated
January 12, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on January 12, 2012.
(a)-(6) Press Release issued by the Company, dated January 20, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on
January 20, 2012.
(b)-(1) Commitment Letter, dated January 11, 2012, incorporated herein by reference to
Exhibit 7.03 to the Schedule 13D filed by the Buyer Group with the SEC on January 18, 2012.
(b)-(2) Promissory Note and
Guarantee, dated January 20, 2012, executed, sealed and delivered as a deed by Mr. Yingjie Gao and Guoren Industrial Developments Limited in favor of Parent, incorporated herein by reference to Exhibit 7.07 to the Schedule 13D, as amended, filed by
the Buyer Group with the SEC on January 20, 2012.
(c)-(1) Opinion of William Blair & Company, L.L.C., dated
January 11, 2012, incorporated herein by reference to Annex B to the Proxy Statement.
(c)-(2) Discussion Materials
prepared by William Blair & Company, L.L.C. for discussion with the Independent Committee, dated January 2012.
12
(d)-(1) Amended and Restated Agreement and Plan of Merger, dated as of January 20,
2012, among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.
(d)-(2) Limited Guaranty, dated as of January 12, 2012, by Guoren Industrial Developments Limited and Mr. Yingjie Gao
(solely for certain specified provisions) in favor of the Company, incorporated herein by reference to Exhibit 7.05 to the Schedule 13D filed by the Buyer Group with the SEC on January 18, 2012.
(d)-(3) Amended and Restated Voting and Subscription Agreement, dated January 17, 2012, by Parent and certain shareholders of
the Company, incorporated herein by reference to Exhibit 7.04 to the Schedule 13D filed by the Buyer Group with the SEC on January 18, 2012.
(f)-(1) Dissenters Rights, incorporated herein by reference to the section entitled Dissenters Rights in the Proxy Statement.
(f)-(2) Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated
herein by reference to Annex C to the Proxy Statement.
(g) Not applicable.
13
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 20, 2012
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|
|
China GrenTech Corporation Limited
|
|
|
By:
|
|
/s/ Cuiming Shi
|
Name:
|
|
Cuiming Shi
|
Title:
|
|
Director
|
|
Yingjie Gao
|
|
|
By:
|
|
/s/ Yingjie Gao
|
|
Rong Yu
|
|
|
By:
|
|
/s/ Rong Yu
|
|
Yin Huang
|
|
|
By:
|
|
/s/ Yin Huang
|
|
Talenthome Management Limited
|
|
|
By:
|
|
/s/ Yingjie Gao
|
Name:
|
|
Yingjie Gao
|
Title:
|
|
Director
|
|
Xing Sheng Corporation Limited
|
|
|
By:
|
|
/s/ Yingjie Gao
|
Name:
|
|
Yingjie Gao
|
Title:
|
|
Director
|
|
|
|
Guoren Industrial Developments Limited
|
|
|
By:
|
|
/s/ Yingjie Gao
|
Name:
|
|
Yingjie Gao
|
Title:
|
|
Director
|
|
Heng Xing Yue Investments Limited
|
|
|
By:
|
|
/s/ Yingjie Gao
|
Name:
|
|
Yingjie Gao
|
Title:
|
|
Director
|
|
Well Sino Enterprises Limited
|
|
|
By:
|
|
/s/ Rong Yu
|
Name:
|
|
Rong Yu
|
Title:
|
|
Director
|
|
Leakey Investments Limited
|
|
|
By:
|
|
/s/ Yin Huang
|
Name:
|
|
Yin Huang
|
Title:
|
|
Director
|
15
Exhibit Index
(a)-(1) Proxy Statement of the Company dated
, 2012.
(a)-(2) Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the
Proxy Statement.
(a)-(3) Form of Proxy Card, incorporated herein by reference to the Proxy Statement.
(a)-(4) Form of ADS Voting Instructions Card and Depositarys Notice of Extraordinary General Meeting of Shareholders of the
Company, incorporated herein by reference to the Proxy Statement.
(a)-(5) Press Release issued by the Company, dated
January 12, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on January 12, 2012.
(a)-(6) Press Release issued by the Company, dated January 20, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on
January 20, 2012.
(b)-(1) Commitment Letter, dated January 11, 2012, incorporated herein by reference to
Exhibit 7.03 to the Schedule 13D filed by the Buyer Group with the SEC on January 18, 2012.
(b)-(2) Promissory Note and
Guarantee, dated January 20, 2012, executed, sealed and delivered as a deed by Mr. Yingjie Gao and Guoren Industrial Developments Limited in favor of Parent, incorporated herein by reference to Exhibit 7.07 to the Schedule 13D, as amended, filed by
the Buyer Group with the SEC on January 20, 2012.
(c)-(1) Opinion of William Blair & Company, L.L.C., dated
January 11, 2012, incorporated herein by reference to Annex B to the Proxy Statement.
(c)-(2) Discussion Materials
prepared by William Blair & Company, L.L.C. for discussion with the Independent Committee, dated January 2012.
(d)-(1) Amended and Restated Agreement and Plan of Merger, dated as of January 20, 2012, among the Company, Parent and Merger Sub,
incorporated herein by reference to Annex A to the Proxy Statement.
(d)-(2) Limited Guaranty, dated as of
January 12, 2012 by Guoren Industrial Developments Limited and Mr. Yingjie Gao (solely for certain specified provisions) in favor of the Company, incorporated herein by reference to Exhibit 7.05 to the Schedule 13D filed by the Buyer Group
with the SEC on January 18, 2012.
(d)-(3) Amended and Restated Voting and Subscription Agreement, dated
January 17, 2012, by Parent and certain shareholders of the Company, incorporated herein by reference to Exhibit 7.04 to the Schedule 13D filed by the Buyer Group with the SEC on January 18, 2012.
(f)-(1) Dissenters Rights, incorporated herein by reference to the section entitled Dissenters Rights in
the Proxy Statement.
(f)-(2) Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as
consolidated and revised), incorporated herein by reference to Annex C to the Proxy Statement.
(g) Not applicable.
16
China Grentech Corp. Limited ADS, Each Representing 25 Ordinary Shares (MM) (NASDAQ:GRRF)
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부터 5월(5) 2024 으로 6월(6) 2024
China Grentech Corp. Limited ADS, Each Representing 25 Ordinary Shares (MM) (NASDAQ:GRRF)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024