UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13E-3/A
(Amendment No. 5)
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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¨
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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:
¨
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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¨
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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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INTRODUCTION
This Amendment No. 5 (this Final Amendment) amends the Rule 13E-3 transaction statement on Schedule 13E-3, together with
the exhibits thereto (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.
The foregoing individuals and entities, excluding the Company, are collectively referred to herein as the Buyer Group.
The 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), as amended by an amendment to the merger agreement dated as of September 13, 2012 (as so amended, the amended merger agreement).
This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of the
Transaction Statement.
All information contained in this
Final Amendment 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.
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Item 15
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Additional Information
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Item 15 is hereby amended and supplemented as follows:
On September 20, 2012, at 11:00 am (Hong Kong time), an extraordinary general meeting of shareholders of the Company was held at Unit 908, China Merchants Tower, 168-200 Connaught Road Central, Sheung
Wan, Hong Kong. At the extraordinary general meeting, the shareholders of the Company voted to approve the ordinary resolution to adjourn the extraordinary general meeting to October 15, 2012 in order to provide ADS holders and shareholders with
additional time to consider the changes to the terms of the proposed merger effectuated by the amendment to the original merger agreement, including the revised merger consideration, and to review the updated proxy materials.
On October 15, 2012, at 11:00 am (Hong Kong time), an extraordinary general meeting of shareholders of the Company was held at Unit 908,
China Merchants Tower, 168-200 Connaught Road Central, Sheung Wan, Hong Kong. At the extraordinary general meeting, the shareholders of the Company voted to approve and adopt the amended merger agreement and the transactions contemplated by the
amended merger agreement, including the merger, and the proposal to authorize the directors of the Company to do all things necessary to give effect to the amended merger agreement.
On October 17, 2012, the Company and Merger Sub filed a plan of merger with the Cayman Islands Registrar of Companies, which was
registered by the Cayman Islands Registrar of Companies as of October 17, 2012, pursuant to which the merger of Merger Sub with and into the Company became effective on October 17, 2012. As a result of the merger, the Company will cease to be a
publicly traded company and has become a wholly owned subsidiary of Parent.
At the effective time of the merger, each
outstanding Share will be cancelled in exchange for the right to receive $0.165 per Share and each ADS, each representing ten Shares, will be cancelled in exchange for the right to receive $1.65 per ADS (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. Any Shares and ADSs beneficially owned by any member of the Buyer Group and any Shares held by the ADS depositary which are
not represented by ADSs will be cancelled for no consideration. Any Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their appraisal rights under the Cayman Islands Companies Law will be cancelled
for the appraised or agreed value under the Cayman Islands Companies Law.
As a result of the merger, the ADSs of the Company
will no longer be listed on any securities exchange or quotation system, including the New York Stock Exchange. In addition, 90 days after the filing of Form 25 in connection with the transaction, or such shorter period as may be determined by the
SEC, the registration of the ADSs of the Company and the Shares underlying them and the reporting obligations of the Company under the Exchange Act will be terminated.
(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 September 13, 2012.
(a)-(8) Press
Release dated September 20, 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 September 20, 2012.
(a)-(9) Notice of Extraordinary General Meeting of Shareholders of the Company , incorporated herein by reference to Exhibit 99.2 to the
Report on Form 6-K furnished by the Company to the Securities and Exchange Commission on September 20, 2012
(a)-(10) Press
Release dated October 15, 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 October 15, 2012.
(a)-(11) Press Release dated October 17, 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 October 17, 2012.
(b) Not applicable.
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(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.
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*
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Previously filed on September 18, 2012.
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**
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Previously filed on August 10, 2012.
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***
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Previously filed on June 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.
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GUSHAN ENVIRONMENTAL ENERGY LIMITED
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By:
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/s/ Wilson Wai Sun Kwong
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Name:
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Wilson Wai Sun Kwong
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Title:
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President
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Date:
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October 17, 2012
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TRILLION ENERGY HOLDINGS LIMITED
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By:
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/s/ Jianqiu Yu
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Name:
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Jianqiu Yu
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Title:
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Director
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Date:
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October 17, 2012
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TRILLION ENERGY INVESTMENTS HOLDINGS LIMITED
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By:
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/s/ Jianqiu Yu
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Name:
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Jianqiu Yu
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Title:
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Director
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Date:
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October 17, 2012
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GEMINO SUCCESS LIMITED
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By:
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/s/ Jianqiu Yu
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Name:
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Jianqiu Yu
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Title:
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Director
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Date:
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October 17, 2012
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HERO TRACK HOLDINGS LIMITED
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By:
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/s/ Lili Yu
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Name:
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Lili Yu
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Title:
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Director
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Date:
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October 17, 2012
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HERO TRACK LIMITED
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By:
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/s/ Lili Yu
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Name:
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Lili Yu
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Title:
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Director
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Date:
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October 17, 2012
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JIANQIU YU
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By:
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/s/ Jianqiu Yu
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Name:
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Jianqiu Yu
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Date:
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October 17, 2012
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4
Exhibit Index
(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 September 13, 2012.
(a)-(8) Press
Release dated September 20, 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 September 20, 2012.
(a)-(9) Notice of Extraordinary General Meeting of Shareholders of the Company , incorporated herein by reference to Exhibit 99.2 to the
Report on Form 6-K furnished by the Company to the Securities and Exchange Commission on September 20, 2012
(a)-(10) Press
Release dated October 15, 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 October 15, 2012.
(a)-(11) Press Release dated October 17, 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 October 17, 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 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.
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Previously filed on September 18, 2012.
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**
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Previously filed on August 10, 2012.
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***
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Previously filed on June 15, 2012.
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5
Gushan Environmental Energy Limited American Depositary Shares (NYSE:GU)
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