UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 6)
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
+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
+86 755 2663 3900
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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
+852 2532 3730
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Paul W. Boltz, Jr., Esq.
Ropes & Gray LLP
41st Floor, One Exchange Square
8 Connaught Place
Central, Hong Kong
+852 3664 6519
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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
+86 10 6535 5599
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David Lamb
Conyers Dill & Pearman
2901, One Exchange Square
8 Connaught Place
Central, Hong Kong
+852 2842 9511
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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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¨
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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:
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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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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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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:
INTRODUCTION
This Amendment No. 6 (this Amendment) to the Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits thereto (the 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):
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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 Shares represented by the American depositary shares (ADS), each representing 25 Shares, that is subject to the transaction pursuant to
Rule 13e-3 under the Exchange Act;
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Talenthome Management Limited, a British Virgin Islands corporation wholly owned by Mr. Yingjie Gao (Parent);
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Xing Sheng Corporation Limited, a Cayman Islands company and wholly owned subsidiary of Parent (Merger Sub) formed solely for purposes of
the proposed merger;
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Mr. Yingjie Gao, the chairman and chief executive officer of the Company, who beneficially owns approximately 31.2% of outstanding Shares through
Guoren Industrial Developments Limited and Heng Xing Yue Investments Limited as of the date of this Amendment;
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Ms. Rong Yu, a director and the chief financial officer of the Company, who beneficially owns approximately 4.6% of outstanding Shares directly and
through Well Sino Enterprises Limited as of the date of this Amendment;
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Ms. Yin Huang, a founder of the Company who beneficially owns approximately 4.3% of outstanding Shares through Leakey Investments Limited as of the
date of this Amendment;
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Guoren Industrial Developments Limited, a British Virgin Islands company wholly owned by Mr. Yingjie Gao;
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Heng Xing Yue Investments Limited, a British Virgin Islands company indirectly wholly owned by Mr. Yingjie Gao through Guoren Industrial
Developments Limited;
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Well Sino Enterprises Limited, a British Virgin Islands company wholly owned by Ms. Rong Yu; and
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Leakey Investments Limited, a British Virgin Islands company wholly owned by Ms. Yin Huang.
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The foregoing individuals and entities, excluding the Company, are collectively referred to herein as the Buyer Group.
The Transaction Statement relates to the amended and restated agreement and plan of merger dated January 20, 2012, among
the Company, Parent and Merger Sub (the merger agreement).
All information contained in this Amendment concerning
each Filing Person has been supplied by such Filing Person.
Item 10
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Source and Amount of Funds or Other Consideration
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Item 10 is hereby amended and supplemented as follows:
On March 26, 2012, in
accordance with the terms of the merger agreement, Parent and Guotai Junan Finance (Hong Kong) Limited (Guotai Junan) entered into a facility agreement relating to HK$320,000,000 term loan facility (the Facility Agreement),
pursuant to which Guotai Junan promised to make available to Parent a loan in a principal amount of HK$320,000,000 to fund a portion of the offer price of the merger. The terms and conditions set forth in the Facility Agreement do not materially
alter the terms and conditions set forth in the Debt Commitment Letter executed by and among Guotai Junan and Parent on January 11, 2012.
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(a)-(1)** Proxy Statement of the Company dated
March 15, 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.
(a)-(7) Press Release issued by the Company, dated March 26, 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 March 26, 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.
(b)-(3) Facility Agreement relating to HK$320,000,000 Term Loan Facility, dated March 26, 2012, between Parent and Guotai Junan Finance (Hong Kong) Limited, incorporated herein by reference to Exhibit
7.08 to the Schedule 13D, as amended, filed by the Buyer Group with the SEC on March 26, 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.
(c)-(3)* Discussion Materials prepared by William Blair & Company, L.L.C. for discussion with the Independent Committee,
dated December 2011.
(c)-(4)* Discussion Materials prepared by William Blair & Company, L.L.C. for discussion
with the Independent Committee, dated December 2011.
(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.
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(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.
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Previously filed on February 21, 2012.
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Previously filed on March 15, 2012.
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3
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: March 26, 2012
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China GrenTech Corporation Limited
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By:
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/s/ Cuiming Shi
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Name:
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Cuiming Shi
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Title:
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Director
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Yingjie Gao
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By:
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/s/ Yingjie Gao
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Rong Yu
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By:
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/s/ Rong Yu
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Yin Huang
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By:
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/s/ Yin Huang
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Talenthome Management Limited
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By:
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/s/ Yingjie Gao
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Name:
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Yingjie Gao
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Title:
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Director
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Xing Sheng Corporation Limited
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By:
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/s/ Yingjie Gao
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Name:
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Yingjie Gao
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Title:
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Director
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Guoren Industrial Developments Limited
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By:
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/s/ Yingjie Gao
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Name:
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Yingjie Gao
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Title:
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Director
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Heng Xing Yue Investments Limited
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By:
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/s/ Yingjie Gao
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Name:
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Yingjie Gao
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Title:
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Director
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Well Sino Enterprises Limited
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By:
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/s/ Rong Yu
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Name:
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Rong Yu
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Title:
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Director
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Leakey Investments Limited
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By:
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/s/ Yin Huang
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Name:
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Yin Huang
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Title:
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Director
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5
Exhibit Index
(a)-(1)** Proxy Statement of the Company dated
March 15, 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.
(a)-(7) Press Release issued by the Company, dated March 26, 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 March 26, 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.
(b)-(3) Facility Agreement relating to HK$320,000,000 Term Loan Facility, dated March 26, 2012, between Parent and Guotai Junan Finance (Hong Kong) Limited, incorporated herein by reference to Exhibit
7.08 to the Schedule 13D, as amended, filed by the Buyer Group with the SEC on March 26, 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.
(c)-(3)* Discussion Materials prepared by William Blair & Company, L.L.C. for discussion with the Independent Committee, dated
December 2011.
(c)-(4)* Discussion Materials prepared by William Blair & Company, L.L.C. for discussion with the
Independent Committee, dated December 2011.
(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.
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Previously filed on February 21, 2012.
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Previously filed on March 15, 2012.
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6
China Grentech Corp. Limited ADS, Each Representing 25 Ordinary Shares (MM) (NASDAQ:GRRF)
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China Grentech Corp. Limited ADS, Each Representing 25 Ordinary Shares (MM) (NASDAQ:GRRF)
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부터 5월(5) 2023 으로 5월(5) 2024