UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13E-3/A
(Amendment No. 4)
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Gushan
Environmental Energy Limited
(Name of Issuer)
Gushan Environmental Energy Limited
Trillion Energy Holdings Limited
Trillion Energy Investments Holdings
Limited
Gemino Success Limited
Hero Track Holdings Limited
Hero Track Limited
Jianqiu Yu
(Names of Persons Filing Statement)
Ordinary Shares, par value HK$0.00001 per share
American Depositary
Shares, each representing ten Ordinary Shares
(Title of Class of Securities)
40330W 205*
(CUSIP Number)
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Gushan Environmental Energy Limited
Wilson Wai Sun Kwong
Unit 908, China Merchants Tower
Shun Tak Centre
168-200 Connaught Road Central
Sheung Wan, Hong Kong
+852 2587 7202
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Gemino Success Limited
Hero Track Holdings Limited
Hero Track Limited
Mr. Jianqiu Yu
Unit 908, China Merchants Tower
Shun Tak Centre
168-200 Connaught Road Central
Sheung Wan, Hong Kong
+852 2587 7202
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Trillion Energy Holdings Limited
Jianqiu Yu
P.O. Box 957
Offshore Incorporations Centre
Road Town, Tortola
British Virgin Islands
+852 2587 7212
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Trillion Energy Investments
Holdings Limited
Jianqiu Yu
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
+345 945-3901
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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This CUSIP applies to the Issuers American Depositary Shares, each representing ten Ordinary Shares. No CUSIP number has been assigned to the Ordinary Shares.
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With copies to:
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Gregory D. Puff, Esq.
Akin Gump Strauss Hauer & Feld LLP
36th Floor, Edinburgh
Tower
The Landmark, 15 Queens Road, Central
Hong Kong
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Joseph Chan, Esq.
Sidley Austin LLP
Suite 1901, Shiu On Plaza
333 Middle Huai Hai Road
Shanghai 200021
China
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G. Matthew Sheridan, Esq.
Sidley Austin LLP
6 Battery Road, Suite 40-01
Singapore 049909
Singapore
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This statement is filed in connection with (check the appropriate box):
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a
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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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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:
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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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$21,032,596.37
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$2,410.34
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*
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Calculated solely for the purpose 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 $0.165 for 127,470,281 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 .00011460.
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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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TABLE OF CONTENTS
i
INTRODUCTION
This Amendment No. 4 amends the Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (the
Transaction Statement), and 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) Gushan Environmental Energy Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the
Company), the issuer of the ordinary shares, par value HK$0.00001 per share (each, a Share and collectively, the Shares), including the Shares represented by the American Depositary Shares (ADSs), each
ADS representing ten Shares, that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act, (b) Mr. Jianqiu Yu, chairman of the board of directors and principal executive officer of the Company, (c) Trillion Energy
Holdings Limited, a business company limited by shares incorporated under the laws of the British Virgin Islands (Parent) wholly-owned by Mr. Jianqiu Yu, (d) Trillion Energy Investments Holdings Limited, an exempted company
with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (Merger Sub), (e) Gemino Success Limited, a British Virgin Islands company wholly owned and controlled by Mr. Jianqiu Yu,
and (f) Hero Track Holdings Limited, a Hong Kong company wholly owned and controlled by Hero Track Limited, which is a British Virgin Islands company wholly owned and controlled by Mr. Jianqiu Yu.
This Transaction Statement relates to the agreement and plan of merger dated as of June 4, 2012, by and among the Company, Parent,
Merger Sub and Mr. Jianqiu Yu (the original merger agreement). On September 13, 2012, the Company, Parent, Merger Sub and Mr. Jianqiu Yu entered into an amendment to the merger agreement (the merger agreement amendment)
amending the original merger agreement. The merger agreement, as amended by the merger agreement amendment, is referred to as the amended merger agreement in this Transaction Statement. If the amended merger agreement is approved and
adopted by the Companys shareholders and the other conditions to the closing of the merger (as defined below) are satisfied or waived, Parent will acquire the Company through the merger of Merger Sub with and into the Company (the
merger) with the Company surviving the merger as a wholly-owned subsidiary of Parent.
If the merger is completed,
each issued and outstanding Share, including Shares represented by ADSs, owned by our shareholders as of the effective time of the merger, except as described below, will be cancelled in exchange for the right to receive $0.165 in cash per Share or
$1.65 in cash per ADS (less $0.05 per ADS cancellation fees pursuant to the deposit agreement, dated as of December 24, 2007, by and among the Company, the ADS depositary, and all holders and beneficial owners of ADSs issued thereunder, referred to
herein as the Deposit Agreement), in each case without interest.
At the effective time of the merger, any
Shares or ADSs owned by any subsidiaries of the Company, beneficially owned by Mr. Jianqiu Yu, held by the ADS depositary and not represented by ADSs will be cancelled without the payment of any consideration. Shares owned by shareholders who have
validly exercised and have not effectively withdrawn or lost their appraisal rights under the Cayman Companies Law will be cancelled for the appraised or agreed value under the Cayman Companies Law.
If there is no exercise of appraisal rights, the total cash consideration to be paid to the Companys shareholders (excluding Mr.
Jianqiu Yu) if the merger is completed will be approximately $21.0 million.
At the effective time of the merger (the
effective time), each option to purchase Shares pursuant to the share option scheme adopted as of November 9, 2007, that is then outstanding and unexercised, whether not then vested, will expire and be converted into the right to
receive, immediately following the effective time, a cash payment equal to the product of (i) the amount by which $0.165 exceeds the exercise price per Share of such option and (ii) the number of Shares subject to such option. If the
exercise price per Share of any option is equal to or greater than $0.165, no payment will be made in respect thereof. The share option scheme adopted as of November 9, 2007, will be terminated as of the effective time.
On the closing date of the merger, the options to purchase 1,094,656 Shares held by Mr. Wilson Wai Sun Kwong, the Companys
president, pursuant to a service agreement between the Company and Mr. Kwong dated September 21, 2007, shall be cancelled without the payment of any consideration.
In the event that any holder of options to purchase Shares pursuant to the Companys share option scheme does not execute a consent providing that such options held by such holder will expire at the
effective time of the merger, after the satisfaction or waiver of all conditions to the merger, Parent may elect to require that certain actions be taken to cause such options to lapse before the closing date of the merger. These actions consist of
the following (i) the closing will be delayed by 15 calendar days, (ii) Parent, Merger Sub and the Company will certify that the merger has become unconditional, (iii) Parent will deposit the merger consideration with an escrow agent and (iv)
Parent, Merger Sub and the Company will execute the plan of merger and deposit it with the escrow agent with irrevocable instructions to release the merger consideration and file the plan of merger with the Cayman Islands Registrar of Companies
fifteen days thereafter.
Approval and adoption of the amended merger agreement requires
the approval (i) of a special resolution authorizing the merger by registered shareholders representing not less than two-thirds of the Shares, present and voting in person or by proxy as a single class at a general meeting of which notice
specifying the intention to prepare the resolution as a special resolution has been duly given, referred to herein as a special resolution and, pursuant to the amended merger agreement (ii) by the affirmative vote of shareholders
representing a majority of the Shares present and voting in person or by proxy as a single class at the extraordinary general meeting, excluding any Shares (or ADSs) (x) owned by any subsidiaries of the Company, (y) beneficially owned by
Mr. Jianqiu Yu and (z) held by the ADS depositary which are not represented by ADSs (the Shares referred to in subclauses (x) through (z), collectively, the Excluded Shares). Any Excluded Shares that are voted will be
counted towards determining whether the special resolution has passed but not towards determining whether the requirement in clause (ii) above has been satisfied. The 22,145,200 Shares held by subsidiaries of the
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Company will be voted in accordance with the recommendation of the special committee of the Companys board of directors, and such Shares will be counted towards determining whether the
special resolution has passed but not towards determining whether the voting requirement in clause (ii) above has been satisfied. If the ADS depositary timely receives valid voting instructions from an ADS holder which fail to specify the manner in
which the ADS depositary is to vote the Shares represented by ADSs held by such ADS holder, such ADS holder will be deemed to have instructed the ADS depositary to vote in favor of the items set forth in the voting instructions and the Shares so
voted will be counted towards determining whether the special resolution has passed and whether the voting requirement in clause (ii) above has been satisfied. In addition, any Shares voted by the ADS depositary at the direction of the Company
pursuant to Section 4.07 of the Deposit Agreement will be counted towards determining whether the special resolution has passed but treated as shares not voted for purposes of determining whether the voting requirement in clause (ii) above has
been satisfied.
The Company has made available to its shareholders a definitive proxy statement (the Proxy
Statement, a copy of which is attached as Exhibit (a)(1) to the transaction statement which was filed with the SEC on August 10, 2012), relating to the extraordinary general meeting of shareholders of the Company, at which the shareholders
will consider and vote upon, among other proposals, a proposal to approve the merger and approve and adopt the original merger agreement and the other transactions contemplated thereby. Concurrently with the filing of this Amendment No. 4, the
Company is filing a supplement to the Proxy Statement (the Proxy Supplement and, collectively with the Proxy Statement, the Amended Proxy Statement), relating to the extraordinary general meeting of shareholders of the
Company at which shareholders will consider and vote upon the proposal to approve and adopt the amended merger agreement. A copy of the Proxy Supplement is attached hereto as Exhibit (a)-(6) and a copy of the merger agreement amendment is attached
hereto as Exhibit (d)-(2) and as Annex A to the Proxy Supplement.
The cross references below show the location in the Amended
Proxy Statement (or such other document incorporated herein by reference) 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
Amended Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Transaction Statement are qualified in their entirety by the information contained in the
Amended Proxy Statement and the annexes thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Amended Proxy Statement.
All information contained in this Transaction Statement concerning any of the Filing Persons has been provided by such Filing Person.
Item 1
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Summary of Term Sheet
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The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers about the Extraordinary General Meeting and the Merger
The information set forth in the Proxy Supplement under the following captions is incorporated herein by reference:
Update to Summary Term Sheet
Update to Questions and Answers
about the Extraordinary General Meeting and the Merger
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:
Summary Term SheetThe Parties Involved in the Merger
(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
The Extraordinary General MeetingRecord Date; Shares and ADSs Entitled to Vote
Security Ownership of Certain Beneficial Owners and Management of the Company
(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
Market Price of the Companys ADSs, Dividends and Other Matters
The information set forth in the Proxy Supplement under the following captions is incorporated herein by reference:
Market Price of the Companys ADSs, Dividends and Other Matters
(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Market Price of the Companys ADSs, Dividends and Other Matters
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(e) Prior Public Offering. Not applicable.
(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
Transactions in the Shares and ADSs
Item 3
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Identity and Background of Filing Person
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(a) Name and Address. Gushan Environmental Energy Limited is the subject company. 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
Annex DDirectors and Executive Officers of Each Filing Person
(b) Business and Background of Entities. 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
Annex DDirectors and Executive Officers of Each Filing Person
(c) Business and Background of Natural Persons. 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
Annex DDirectors and Executive Officers of Each Filing Person
Item 4
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Terms of the Transaction
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(a)-(1) Material Terms. Not applicable.
(a)-(2) Material Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special Factors
The Extraordinary General Meeting
The Merger Agreement
Material U.S. Federal Income Tax Consequences
Annex AMerger Agreement
The information set forth in the Proxy Supplement under the following captions is incorporated herein by reference:
Update to Special Factors
Summary of Amendment to the Original
Merger Agreement
Annex AAmendment to Agreement and Plan of Merger, dated as of September 13, 2012
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(c) Different Terms. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
Special FactorsInterests of Certain Persons in the Merger
The Extraordinary General MeetingProposals to Be Considered at the Extraordinary General Meeting
The Merger Agreement
Annex AMerger Agreement
The information set forth in the
Proxy Supplement under the following captions is incorporated herein by reference:
Update to Questions and Answers About
the Extraordinary General Meeting and the Merger
Summary of Amendment to the Original Merger Agreement
Annex AAmendment to Agreement and Plan of Merger, dated as of September 13, 2012
(d) Appraisal Rights. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Appraisal Rights
(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Provisions for Unaffiliated Security Holders
(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:
Special FactorsRelated Party Transactions
Transactions in the Shares and ADSs
(b) Significant Corporate Events.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsBackground of the Proposed Merger
Special FactorsReasons for the Merger and Recommendation of the Special Committee and Our Board of Directors
Special FactorsPurpose of and Reasons for the Proposed Merger
Special FactorsInterests of Certain Persons in the Merger
The Merger Agreement
Annex AMerger Agreement
The information set forth in the
Proxy Supplement under the following captions is incorporated herein by reference:
Update to Special
FactorsBackground of the Proposed Merger
Update to Special FactorsReasons for the Merger and
Recommendation of the Special Committee and Our Board of Directors
Summary of Amendment to the Original Merger
Agreement
Annex AAmendment to Agreement and Plan of Merger, dated as of September 13, 2012
(c) Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Special FactorsBackground of the Proposed Merger
Special FactorsInterests of Certain Persons in the Merger
The Merger Agreement
Annex AMerger Agreement
The information set forth in the
Proxy Supplement under the following captions is incorporated herein by reference:
Update to Special
FactorsBackground of the Proposed Merger
Summary of Amendment to the Original Merger Agreement
Annex AAmendment to Agreement and Plan of Merger, dated as of September 13, 2012
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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:
Special FactorsBackground of
the Proposed Merger
Special FactorsPlans for the Company after the Proposed Merger
Special FactorsInterests of Certain Persons in the Merger
Special FactorsVoting by Continuing Shareholders at the Extraordinary General Meeting
The Merger Agreement
Transactions in the Shares and ADSs
Annex AMerger
Agreement
The information set forth in the Proxy Supplement under the following captions is incorporated herein by
reference:
Update to Special FactorsBackground of the Proposed Merger
Summary of Amendment to the Original Merger Agreement
Annex AAmendment to Agreement and Plan of Merger, dated as of September 13, 2012
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:
Summary Term Sheet
Questions and Answers about the Extraordinary General Meeting and the Merger
Special FactorsPurpose of and Reasons for the Proposed Merger
Special FactorsEffect of the Proposed Merger on the Company
The Merger Agreement
Annex AMerger Agreement
The information set forth in the
Proxy Supplement under the following captions is incorporated herein by reference:
Update to Summary Term Sheet
Update to Questions and Answers about the Extraordinary General Meeting and the Merger
Summary of Amendment to the Original Merger Agreement
Annex AAmendment to Agreement and Plan of Merger, dated as of September 13, 2012
(c) (1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term SheetThe Merger
Summary Term SheetPurposes and Effects of the Proposed Merger
Special FactorsBackground of the Proposed Merger
Special FactorsReasons for the Merger and Recommendation of the Special Committee and Our Board of Directors
Special FactorsPurpose of and Reasons for the Proposed Merger
Special FactorsEffect of the Proposed Merger on the Company
Special FactorsPlans for the Company After the Proposed Merger
Special FactorsInterests of Certain Persons in the Merger
The Merger Agreement
Annex AMerger Agreement
The information set forth in the
Proxy Supplement under the following captions is incorporated herein by reference:
Update to Summary Term Sheet
Update to Special FactorsBackground of the Proposed Merger
Update to Special FactorsReasons for the Merger and Recommendation of the Special Committee and Our Board of Directors
Summary of Amendment to the Original Merger Agreement
Annex AAmendment to Agreement and Plan of Merger, dated as of September 13, 2012
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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:
Summary Term SheetPurposes and Effects of the Proposed Merger
Summary Term SheetPlans for the Company after the Proposed Merger
Special FactorsReasons for the Merger and Recommendation of the Special Committee and Our Board of Directors
Special FactorsPurpose of and Reasons for the Proposed Merger
The information set forth in the Proxy Supplement under the following captions is incorporated herein by reference:
Update to Summary Term Sheet
Update to Special FactorsReasons for the Merger and Recommendation of the Special Committee and Our Board of Directors
(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsBackground of the Proposed Merger
Special FactorsReasons for the Merger and Recommendation of the Special Committee and Our Board of Directors
Special FactorsPosition of the Buyer Filing Persons as to the Fairness of the Proposed Merger
Special FactorsPurpose of and Reasons for the Proposed Merger
Special FactorsEffects on the Company if the Merger is not Completed
The information set forth in the Proxy Supplement under the following captions is incorporated herein by reference:
Update to Special FactorsBackground of the Proposed Merger
Update to Special FactorsReasons for the Merger and Recommendation of the Special Committee and Our Board of Directors
Update to Special FactorsPosition of the Buyer Filing Persons as to the Fairness of the Proposed Merger
(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Summary Term SheetPurposes and Effects of the Proposed Merger
Special FactorsBackground of the Proposed Merger
Special FactorsReasons for the Merger and Recommendation of the Special Committee and Our Board of Directors
Special FactorsPosition of the Buyer Filing Persons as to the Fairness of the Proposed Merger
Special FactorsPurpose of and Reasons for the Proposed Merger
Special FactorsEffect of the Proposed Merger on the Company
The information set forth in the Proxy Supplement under the following captions is incorporated herein by reference:
Update to Summary Term Sheet
Update to Special FactorsBackground of the Proposed Merger
Update to Special FactorsReasons for the Merger and Recommendation of the Special Committee and Our Board of Directors
Update to Special FactorsPosition of the Buyer Filing Persons as to the Fairness of the Proposed Merger
(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Summary Term SheetPurposes and Effects of the Proposed Merger
Special FactorsBackground of the Proposed Merger
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Special FactorsReasons for the Merger and Recommendation of the Special
Committee and Our Board of Directors
Special FactorsEffect of the Proposed Merger on the Company
Special FactorsPlans for the Company after the Proposed Merger
Special FactorsEffects on the Company if the Merger is not Completed
Special FactorsInterests of Certain Persons in the Merger
The Merger Agreement
Material U.S. Federal Income Tax Consequences
Material PRC
Income Tax Consequences
Material Cayman Islands Tax Consequences
Annex AMerger Agreement
The information set forth in the Proxy Supplement under the following captions is incorporated herein by reference:
Update to Summary Term Sheet
Update to Special
FactorsBackground of the Proposed Merger
Update to Special FactorsReasons for the Merger and
Recommendation of the Special Committee and Our Board of Directors
Summary of Amendment to the Original Merger
Agreement
Annex AAmendment to Agreement and Plan of Merger, dated as of September 13, 2012
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:
Special FactorsBackground of the Proposed Merger
Special FactorsReasons for the Merger and Recommendation of the Special Committee and Our Board of Directors
Special FactorsPosition of the Buyer Filing Persons as to the Fairness of the Proposed Merger
Special FactorsOpinion of the Special Committees Financial Advisor
Special FactorsInterests of Certain Persons in the Merger
Annex BOpinion of the Financial Advisor to the Special Committee
The information set forth in the Proxy Supplement under the following captions is incorporated herein by reference:
Update to Special FactorsBackground of the Proposed Merger
Update to Special FactorsReasons for the Merger and Recommendation of the Special Committee and Our Board of Directors
Update to Special FactorsPosition of the Buyer Filing Persons as to the Fairness of the Proposed Merger
(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
Summary Term SheetShareholder Vote Required to Approve and Adopt the Merger
Agreement
Questions and Answers about the Extraordinary General Meeting and the Merger
The Extraordinary General MeetingVote Required
The information set forth in the Proxy Supplement under the following captions is incorporated herein by reference:
Update to Summary Term Sheet
Update to Questions and Answers About the Extraordinary General Meeting and the Merger
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(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
Special FactorsBackground of the Proposed Merger
Special FactorsReasons for the Merger and Recommendation of the Special Committee and Our Board of Directors
Special FactorsOpinion of the Special Committees Financial Advisor
The information set forth in the Proxy Supplement under the following captions is incorporated herein by reference:
Update to Special FactorsBackground of the Proposed Merger
Update to Special FactorsReasons for the Merger and Recommendation of the Special Committee and Our Board of Directors
(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
Special FactorsBackground of the Proposed Merger
Special FactorsReasons for the Merger and Recommendation of the Special Committee and Our Board of Directors
The information set forth in the Proxy Supplement under the following captions is incorporated herein by reference:
Update to Special FactorsBackground of the Proposed Merger
Update to Special FactorsReasons for the Merger and Recommendation of the Special Committee and Our Board of Directors
(f) Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Special FactorsBackground of the Proposed Merger
Special FactorsReasons for the Merger and Recommendation of the Special Committee and Our Board of Directors
The information set forth in the Proxy Supplement under the following captions is incorporated herein by reference:
Update to Special FactorsBackground of the Proposed Merger
Update to Special FactorsReasons for the Merger and Recommendation of the Special Committee and Our Board of Directors
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:
Summary Term SheetOpinion of Financial Advisor to the Special Committee
Special FactorsBackground of the Proposed Merger
Special FactorsOpinion of the Special Committees Financial Advisor
Annex BOpinion of the Financial Advisor to the Special Committee
The information set forth in the Proxy Supplement under the caption Update to Special FactorsBackground of the Proposed
Merger is incorporated by reference.
(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:
Special
FactorsOpinion of the Special Committees Financial Advisor
Annex BOpinion of the Financial
Advisor to the Special Committee
(c) Availability of Documents. The information set forth in the Proxy Statement and
the Proxy Supplement under the following caption is incorporated herein by reference:
Where You Can Find More
Information
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 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:
Summary Term SheetFinancing of the Merger
Special FactorsFinancing
The Merger Agreement
Annex AMerger Agreement
The information set forth in the Proxy Supplement under the following captions is incorporated herein by reference:
Update to Summary Term SheetFinancing of the Merger
Update to Special FactorsFinancing
Summary of Amendment to the Original Merger Agreement
Annex
AAmendment to Agreement and Plan of Merger, dated as of September 13, 2012
(b) Conditions. Not applicable.
(c) Expenses. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
Special FactorsFees and Expenses
(d) Borrowed Funds. Not applicable.
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:
Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments
Special FactorsInterests of Certain Persons in the Merger
Security Ownership of Certain Beneficial Owners and Management of the Company
(b) Securities Transaction. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
Transactions in the Shares and ADSs
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:
Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments
The Extraordinary General MeetingVote Required
Security Ownership of Certain Beneficial Owners and Management of the Company
The information set forth in the Proxy Supplement under the caption Update to Questions and Answers About the Extraordinary General Meeting and the Merger and Update to Summary Term
Sheet is incorporated herein by reference.
(e) Recommendations of Others. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
Summary Term SheetShare Ownership of
the Company Directors and Officers and Voting Commitments
Special FactorsReasons for the Merger and
Recommendation of the Special Committee and Our Board of Directors
Special FactorsPosition of the Buyer
Filing Persons as to the Fairness of the Proposed Merger
The Extraordinary General MeetingOur Boards
Recommendation
The information set forth in the Proxy Supplement under the following captions is incorporated herein
by reference:
Update to Special FactorsReasons for the Merger and Recommendation of the Special Committee and Our
Board of Directors
Update to Special FactorsPosition of the Buyer Filing Persons as to the Fairness of the
Proposed Merger
Update to Questions and Answers About the Extraordinary General Meeting and the Merger
9
Item 13
|
Financial Statements
|
(a)
Financial Information. The audited financial statements of the Company for the year ended December 31, 2011, are incorporated herein by reference to the Companys Form 20-F for the year ended December 31, 2011, as amended, originally
filed on May 15, 2012 (see page F-1 and following pages).
The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
Financial Information
Where You Can Find More Information
(b) Pro Forma Information. Not applicable.
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
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.
The information contained in the Proxy Supplement, including all annexes thereto, is incorporated herein by
reference.
(a)-(1)* Proxy Statement of the Company dated August 10, 2012 (the Proxy Statement).
(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 Instruction Card, incorporated herein by reference to the Proxy Statement.
(a)-(5) Press Release dated June 4, 2012, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished
by the Company to the Securities and Exchange Commission on June 4, 2012.
(a)-(6) Proxy Supplement of the Company
dated September 18, 2012.
(a)-(7) Press Release dated September 13, 2012, incorporated herein by reference to Exhibit 99.1 to
the Report on Form 6-K furnished by the Company to the Securities and Exchange Commission on June 4, 2012.
(b) Not
applicable.
10
(c)-(1) Opinion of Piper Jaffray Asia Limited, dated June 2, 2012, incorporated
herein by reference to Annex B of the Proxy Statement.
(c)-(2)** Discussion Materials prepared by Piper Jaffray for
discussion with the Special Committee of the board of directors of the Company, dated June 1, 2012.
(d)-(1) Agreement and
Plan of Merger dated as of June 4, 2012, by and among the Company, Mr. Jianqiu Yu, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.
(d)-(2) Amendment to Agreement and Plan of Merger dated September 13, 2012, by and among the Company, Mr. Jianqiu Yu, Parent and Merger
attached as Annex A to the Proxy Supplement.
(f)-(1) Appraisal Rights, incorporated herein by reference to the
Section entitled Appraisal Rights in the Proxy Statement.
(f)-(2) Section 238 of the Companies Law Cap.
22 (Law 3 of 1961) as amended and revised of the Cayman Islands (the Cayman Companies Law) incorporated herein by reference to Annex C to the Proxy Statement.
(g) Not applicable.
|
*
|
Previously filed on August 10, 2012.
|
|
**
|
Previously filed on June 15, 2012.
|
11
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.
|
|
|
|
|
GUSHAN ENVIRONMENTAL ENERGY LIMITED
|
|
|
By:
|
|
/s/ Wilson Wai Sun Kwong
|
|
|
Name:
|
|
Wilson Wai Sun Kwong
|
|
|
Title:
|
|
President
|
|
|
Date:
|
|
September 18, 2012
|
|
TRILLION ENERGY HOLDINGS LIMITED
|
|
|
By:
|
|
/s/ Jianqiu Yu
|
|
|
Name:
|
|
Jianqiu Yu
|
|
|
Title:
|
|
Director
|
|
|
Date:
|
|
September 18, 2012
|
|
TRILLION ENERGY INVESTMENTS HOLDINGS LIMITED
|
|
|
By:
|
|
/s/ Jianqiu Yu
|
|
|
Name:
|
|
Jianqiu Yu
|
|
|
Title:
|
|
Director
|
|
|
Date:
|
|
September 18, 2012
|
|
GEMINO SUCCESS LIMITED
|
|
|
By:
|
|
/s/ Jianqiu Yu
|
|
|
Name:
|
|
Jianqiu Yu
|
|
|
Title:
|
|
Director
|
|
|
Date:
|
|
September 18, 2012
|
|
HERO TRACK HOLDINGS LIMITED
|
|
|
By:
|
|
/s/ Lili Yu
|
|
|
Name:
|
|
Lili Yu
|
|
|
Title:
|
|
Director
|
|
|
Date:
|
|
September 18, 2012
|
|
HERO TRACK LIMITED
|
|
|
By:
|
|
/s/ Lili Yu
|
|
|
Name:
|
|
Lili Yu
|
|
|
Title:
|
|
Director
|
|
|
Date:
|
|
September 18, 2012
|
|
JIANQIU YU
|
|
|
By:
|
|
/s/ Jianqiu Yu
|
|
|
Name:
|
|
Jianqiu Yu
|
|
|
Date:
|
|
September 18, 2012
|
12
Exhibit Index
(a)-(1)* Proxy Statement of the Company dated August 10, 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 Instruction Card, incorporated herein by reference to the Proxy Statement.
(a)-(5) Press Release dated June 4, 2012, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished
by the Company to the Securities and Exchange Commission on June 4, 2012.
(a)-(6) Proxy Supplement of the Company
dated September 18, 2012.
(a)-(7) Press Release dated September 13, 2012, incorporated herein by reference to Exhibit 99.1 to
the Report on Form 6-K furnished by the Company to the Securities and Exchange Commission on June 4, 2012.
(b) Not
applicable.
(c)-(1) Opinion of Piper Jaffray Asia Limited, dated June 2, 2012, incorporated herein by reference to
Annex B of the Proxy Statement.
(c)-(2)** Discussion Materials prepared by Piper Jaffray for discussion with the
Special Committee of the board of directors of the Company, dated June 1, 2012.
(d)-(1) Agreement and Plan of Merger
dated as of June 4, 2012, by and among the Company, Mr. Jianqiu Yu, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.
(d)-(2) Amendment to Agreement and Plan of Merger dated September 13, 2012, by and among the Company, Mr. Jianqiu Yu, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy
Supplement.
(f)-(1) Appraisal Rights, incorporated herein by reference to the Section entitled Appraisal
Rights in the Proxy Statement.
(f)-(2) Section 238 of the Companies Law Cap. 22 (Law 3 of 1961) as amended and
revised of the Cayman Islands incorporated herein by reference to Annex C to the Proxy Statement.
(g) Not applicable.
|
*
|
Previously filed on August 10, 2012.
|
|
**
|
Previously filed on June 15, 2012.
|
13
Gushan Environmental Energy Limited American Depositary Shares (NYSE:GU)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Gushan Environmental Energy Limited American Depositary Shares (NYSE:GU)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024