SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(
Amendment
No. 2)
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION
13(E) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3
THEREUNDER
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
Fushi Copperweld, Inc.
(Name of the Issuer)
Fushi Copperweld, Inc.
Green Dynasty Holdings Limited
Green Dynasty Limited
Green Dynasty Acquisition, Inc.
Li Fu
Wise Sun Investments Limited
Xin Liu
Yuyan Zhang
Abax Lotus Ltd.
Abax Global Opportunities Fund
Abax Upland Fund LLC
Abax Arhat Fund
Abax Claremont Ltd.
AGC Asia 6 Ltd.
AGC China Ltd.
Abax Global Capital
Abax Global Capital (Hong Kong) Limited
Xiang Dong Yang
(Names of Persons Filing Statement)
Common Stock, $0.006 par value per share
(Title of Class of Securities)
36113E107
(CUSIP Number of Class of Securities)
Fushi Copperweld,
Inc.
TYG Center Tower B, Suite 2601
Dongsanhuan Bei Lu Bing 2
Beijing, PRC 100027
Attention: Li Fu
(615) 377-4183
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Li Fu
Wise Sun Investments Limited
Xin Liu
Yuyan Zhang
c/o Fushi Copperweld, Inc.
TYG Center Tower B, Suite 2601
Dongsanhuan Bei Lu Bing 2
Beijing, PRC 100027
Attention: Li Fu
+86 10-8441-7742
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Abax Lotus Ltd.
Abax Global Opportunities Fund
Abax Upland Fund LLC
Abax Arhat Fund
Abax Claremont Ltd.
AGC Asia 6 Ltd.
AGC China Ltd.
Abax Global Capital
Abax Global Capital (Hong Kong)
Limited
Xiang Dong Yang
Two International Finance Centre
Suite 6708, 8 Finance Street, Central
Hong Kong
+852 3602 1800
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(Name, Address and Telephone Number of
Persons Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)
Copies to:
Mitchell S.
Nussbaum, Esq.
David C. Fischer, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
(212) 407-4000
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Michael V. Gisser,
Esq.
Peter X. Huang, Esq.
Skadden, Arps, Slate, Meagher &
Flom LLP
30th Floor, China World Office
2
1 Jianguomenwai Avenue
Beijing, PRC 100004
+86 10-6535-5599
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Eduardo Gallardo, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000
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Akiko Mikumo, Esq.
Weil, Gotshal & Manges LLP
29/F, Alexandra
House
18 Chater Road, Central
Hong Kong
+852 3476 9088
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This statement is filed in connection with (check the appropriate
box):
a.
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þ
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The filing of solicitation materials or an information statement subject to Regulation 14A,
Regulation 14C 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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o
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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:
þ
Check the following box if the filing is a final amendment
reporting the results of the transaction:
o
Calculation of Filing Fee
Transaction Valuation*
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Amount of Filing Fee**
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$366,344,204
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$41,983.05
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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 was determined based upon the
sum of
(A)
27,135,641 shares of Common Stock
multiplied by $9.50 per share, (B)
options to purchase 448,345 shares
of Common Stock with an exercise price
of less than $9.50 multiplied by $1.77
(which is the difference between $9.50
and the weighted average exercise
price of such options of $7.73 per
share), (C) 72,667 nonvested shares
of Common Stock which will vest at
the effective time of the merger multiplied
by $9.50 per share and (D) 11,270,706
shares of Common Stock multiplied
by $9.50 per share, representing shares
of Common Stock to be contributed
to the acquiring entity in the transactions
described on this schedule.
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**
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The
amount of the filing fee is
calculated in accordance with
Rule 0-11(b)(1) under
the Exchange Act and Fee Rate
Advisory #3 for fiscal year
2012,
was calculated
by multiplying the Transaction
Valuation by 0.00011460
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Check box
if any part
of the fee
is offset as
provided by
Exchange Act
Rule 0-11(a)(2)
under the Act
and identify
the filing
with which
the offsetting
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: $41,970
Form or Registration No.: Schedule 14A
Filing Party: Fushi Copperweld, Inc.
Date Filed: August 13, 2012
Amount Previously Paid: $13.05
Form or Registration No.: Schedule 14A
Filing Party: Fushi Copperweld, Inc.
Date Filed: October 9, 2012
NEITHER THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS
OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
Item 1. Summary Term Sheet
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4
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Item 2. Subject Company Information
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5
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Item 3. Identity and Background of Filing Person
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Item 4. Terms of the Transaction
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Item 5. Past Contacts, Transactions, Negotiations and Agreements
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Item 6. Purpose of the Transaction and Plans or Proposals
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Item 7. Purposes, Alternatives, Reasons and Effects
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Item 8. Fairness of the Transaction
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Item 9. Reports, Opinions, Appraisals and Negotiations
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Item 10. Source and Amounts of Funds or Other Consideration
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Item 11. Interest in Securities of the Subject Company
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Item 12. The Solicitation or Recommendation
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Item 13. Financial Information
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Item 14. Persons/Assets, Retained, Employed, Compensated or Used
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Item 15. Additional Information
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Item 16. Exhibits
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Introduction
This Amendment
No. 2 to the Rule 13E-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) is being
filed with the Securities and Exchange Commission (the “SEC”) jointly by the following persons (each, a
“Filing Person,” and collectively, the “Filing Persons”): (a) Fushi Copperweld, Inc., a Nevada
corporation (the “Company”), the issuer of the common stock, par value $0.006 per share (the “Common
Stock”), that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Green Dynasty Holdings
Limited, a Cayman Islands exempted company (“Holdco”); (c) Green Dynasty Limited, a Cayman Islands exempted
company wholly owned by Holdco (“Parent”); (d) Green Dynasty Acquisition, Inc., a Nevada corporation wholly owned
by Parent (“Merger Sub”); (e) Li Fu; (f) Wise Sun Investments Limited (“Wise Sun”); (g) Xin Liu; (h)
Yuyan Zhang; (i) Abax Lotus Ltd. (“Abax Lotus”); (j) Abax Global Opportunities Fund (“Global Fund”);
(k) Abax Upland Fund LLC (“Upland”); (l) Abax Arhat Fund (“Arhat”); (m) Abax Claremont Ltd.
(“Upland Managing Member”); (n) AGC Asia 6 Ltd. ("AGC Asia 6"); (o) AGC China Ltd. (“AGC
China”); (p) Abax Global Capital (“AGC”); (q) Abax Global Capital (Hong Kong) Limited
(“Abax HK”); and (r) Xiang Dong Yang (together with Abax Lotus, Global Fund, Upland, Arhat, Upland Managing
Member, AGC Asia 6, AGC China, AGC and Abax HK, the “Abax Parties”).
On June 28, 2012, the
Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Holdco, Parent, and Merger Sub,
providing, upon the terms and subject to the conditions thereof, for the merger of Merger Sub with and into the Company, with
the Company surviving as a wholly-owned subsidiary of Parent. Prior to the effective time of the merger, (i) each of Li Fu, Yuyan
Zhang, Xin Liu, Wise Sun and Abax Lotus (collectively, the “Buyer Group”) will contribute the shares of Common Stock
beneficially owned by them (the “Buyer Group Shares”) to Parent in exchange for newly-issued ordinary shares of Holdco
pursuant to a contribution agreement, dated June 28, 2012, among Holdco, Parent and each member of the Buyer Group (the “Rollver
Transaction”). At the effective time of the merger, Parent and Merger Sub will be beneficially owned by the Buyer Group.
If the merger is completed,
the Company will continue its operations as a privately-held company and will be beneficially owned by the Buyer Group, and the
Company’s shares will no longer be listed on the NASDAQ Global Select Market.
At the effective time
of the merger, each share of Company common stock issued and outstanding immediately prior to the effective time will no longer
be outstanding and will be cancelled and cease to exist and will be converted automatically into the right to receive the merger
consideration of $9.50 in cash, other than shares which are held in the treasury of the Company or owned, directly or indirectly,
by Parent, Holdco, Merger Sub, or any wholly-owned subsidiary of the Company. Any shares held in the treasury of the Company or
owned, directly or indirectly, by Parent, Holdco, Merger Sub, or any wholly-owned subsidiaries of the Company immediately prior
to the effective time will be automatically cancelled and will cease to exist, but no consideration will be delivered in exchange
for these shares. No merger consideration will be paid for shares owned by members of the Buyer Group that are contributed to
Parent as part of the Rollover Transaction. Each share of common stock of Merger Sub issued and outstanding immediately prior
to the effective time of the merger will be converted into and become one validly issued, fully paid, and nonassessable share
of common stock of the surviving corporation.
Immediately prior
to the effective time of the merger, each then-outstanding option to purchase shares of Company common stock granted under any
equity plan of the Company, whether or not vested or exercisable, will become fully vested and exercisable (contingent upon the
occurrence of the merger) and will be converted into the right to receive, and the Company will pay to each such individual holder,
at or promptly after the effective time of the merger, an amount in cash equal to the product of (i) the excess, if any, of the
merger consideration of $9.50 per share over the applicable exercise price per share of such stock option and (ii) the number
of shares of Company common stock such holder could have purchased had such holder exercised such stock option in full immediately
prior to the effective time of the merger.
Immediately prior
to the effective time of the merger, each then-outstanding restricted share granted under any equity plan of the Company, will
vest in full, contingent upon the occurrence of the merger (and all restrictions thereon will immediately lapse), and be converted
into the right to receive at the effective time an amount in cash equal to $9.50.
Concurrently with
the filing of this Schedule 13E-3, the Company is filing a preliminary proxy statement (the “Preliminary Proxy Statement”)
under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to the definitive
version of which the Company’s Board of Directors will be soliciting proxies from stockholders of the Company in connection
with the merger. The cross reference sheet below is being supplied pursuant to General Instruction G to Schedule 13E-3 and
shows the location in the Preliminary Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.
The information set forth in the Preliminary Proxy Statement, including all annexes thereto, is hereby incorporated herein by
reference, and the responses to each such item in this Schedule 13E-3 are qualified in their entirety by the information
contained in the Preliminary Proxy Statement and the annexes thereto. Capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the Preliminary Proxy Statement.
All information contained
in this Schedule 13E-3 concerning any of the Filing Persons has been provided by such Filing Person, and no Filing Person, including
the Company, has produced any disclosure with respect to any other Filing Person.
Item 1. Summary Term Sheet.
The information set forth in the Preliminary Proxy Statement
under the following captions is incorporated herein by reference:
“
Summary Term
Sheet
”
“
Questions and
Answers about the Merger and the Special Meeting
”
Item 2. Subject
Company Information.
(a)
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Name and Address: The name of the Company is Fushi Copperweld, Inc., a Nevada corporation. The Company’s
principal executive offices are located at
TYG Center Tower B, Suite 2601, Dongsanhuan Bei Lu,
Bing 2, Beijing, PRC 100027
, telephone, (615) 377-4183.
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(b)
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Securities: The class of securities to which this Schedule 13E-3 relates is common stock, par value $0.006 per
share, of the Company, of which 38,406,347 shares were issued and outstanding as of October 8, 2012.
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(c)
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Trading Market and Price
: The information set forth in the Preliminary Proxy Statement under the following caption
is incorporated herein by reference:
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“
Important Information Regarding
the Company
—Market Price of the Company’s Common Stock and Dividend Information”
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(d)
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Dividends
: The information set forth in the Preliminary Proxy Statement under the following caption is incorporated
herein by reference:
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“
Important Information Regarding
the Company
—Market Price of the Company’s Common Stock and Dividend Information”
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(e)
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Prior Public Offerings
: The information set forth in the Preliminary Proxy Statement under the following caption
is incorporated herein by reference:
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“
Important Information Regarding the Company
—Transactions in
Common Stock”
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(f)
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Prior Stock Purchases: The information set forth in the Preliminary Proxy Statement
under the following captions is incorporated herein by reference:
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“
Important
Information Regarding the Company—
Transactions
in Common Stock”
“
Important
Information Regarding the Company—
Ownership of
Common Stock by Certain Beneficial Owners and Directors and Executive Officers”
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Item 3. Identity
and Background of Filing Person.
(a)
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Name and Address
:
The information set forth in the Preliminary Proxy Statement under the following captions
is incorporated herein by reference:
“
Summary
Term Sheet—
Parties Involved in the Merger”
“
Parties
Involved in the Merger”
“Important
Information Regarding the Company
—Directors and Executive Officers of the Company”
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(b)
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Business and Background
of Entities
: The information set forth in the Preliminary Proxy Statement under the following
captions is incorporated herein by reference:
“
Summary
Term Sheet—
Parties Involved in the Merger”
“
Parties
Involved in the Merger”
“Important
Information Regarding the Company
—Directors and Executive Officers of the Company”
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(c)
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Business and Background
of Natural Persons
: The information set forth in the Preliminary Proxy Statement under
the following captions is incorporated herein by reference:
“
Summary
Term Sheet
—Parties Involved in the Merger”
“
Parties
Involved in the Merger”
“Important
Information Regarding the Company
—Directors and Executive Officers of the Company”
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Item 4. Terms of the Transaction.
(a)(1)
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Not applicable.
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(a)(2)
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Material Terms—Mergers
or Similar Transactions
: The information set forth in the Preliminary Proxy Statement
under the following captions is incorporated herein by reference:
“
Summary
Term Sheet”
“Special
Factors
—Merger Consideration”
“
Special
Factors
—Background of the Merger”
“
Special
Factors
—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
“
Special
Factors
—Purposes and Reasons of the Buyer Group for the Merger”
“SPECIAL FACTORS—Interests of Certain Persons in
the Merger”
“SPECIAL FACTORS—Certain Material PRC Tax Consequences
of the Merger for U.S. Holders”
“SPECIAL FACTORS—Certain Material U.S.
Federal Income Tax Consequences of the Merger for U.S. Holders”
“Questions
and Answers about the Merger and the Special Meeting”
“
The Special
Meeting—
Vote Required”
“
The
Special Meeting
—Stock Ownership and Interests of Certain Persons”
“
The
Merger Agreement
”
“
Annex
A—Agreement and Plan of Merger
”
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(c)
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Different Terms
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The information set forth in the Preliminary Proxy Statement under the following captions
is incorporated herein by reference:
“
Summary
Term Sheet”
“
Special
Factors
—Financing of the Merger”
“
Special
Factors
—Voting Agreement”
“
Special
Factors
—Interests of Certain Persons in the Merger”
“
The
Merger Agreement”
“Annex
A—Agreement and Plan of Merger”
“Annex
C—Voting Agreement”
“Annex
D—Contribution Agreement”
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(d)
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Appraisal Rights
:
The information set forth in the Preliminary Proxy Statement under the following captions
is incorporated herein by reference:
“
Summary
Term Sheet”
“
Questions
and Answers about the Merger and the special meeting
”
“
Dissenter’s
Rights
”
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(e)
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Provisions for Unaffiliated
Security Holders
: The information set forth in the Preliminary Proxy Statement under the
following caption is incorporated herein by reference:
“
Special
Factors
—Provisions for Unaffiliated Stockholders”
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(f)
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Eligibility of Listing or Trading
: Not applicable.
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Item 5. Past Contacts, Transactions, Negotiations
and Agreements.
(a)
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Transactions
:
In December 2011, Mr. Fu advanced $2,000,000 to the
Company to facilitate the timely payment of certain of the Company’s expenses. The advance was non-interest bearing
and was due on demand. In January 2012, Company re-paid the unused balance of $1,800,000. In March 2012, the Company re-paid
Mr. Fu the remaining balance of $200,000.
For the six month periods ended June 30, 2012 and June
30, 2011, the Company rented office space in Beijing from Mr. Fu free of charge.
In September 2010, Mr. Fu, advanced $15,000,000 to
the Company to assist it in the establishment of a wholly-owned subsidiary, Fushi JiangSu. The loan is non-interest bearing
and was due on demand. Mr. Fu advanced the Company another $8,000,000 in October 2010 for the same reason. In October
2010, the Company repaid all of the borrowings from Mr. Fu in the amount of $23,000,000 in cash.
The information set forth in the Preliminary Proxy
Statement under the following captions is incorporated herein by reference:
“
Summary
Term Sheet”
“Special
Factors
—Background of the Merger”
“
Special
Factors
—Interests of Certain Persons in the Merger”
“
The
Merger Agreement”
“
Important
Information Regarding the Company
—Ownership of
Common Stock by Certain Beneficial Owners and Directors and Executive Officers”
“
Annex
A—Agreement and Plan of Merger”
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(b)
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Significant Corporate
Events
: The information set forth in the Preliminary Proxy Statement under the following
captions is incorporated herein by reference:
“
Summary
Term Sheet”
“
Special
Factors
—Background of the Merger”
“
Special
Factors
—Interests of Certain Persons in the Merger”
“
The
Merger Agreement”
“Annex
A—Agreement and Plan of Merger”
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(c)
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Negotiations or Contacts
:
The information set forth in the Preliminary Proxy Statement under the following captions
is incorporated herein by reference:
“
Summary
Term Sheet”
“Special
Factors
—Background of the Merger”
“
Special
Factors
—Interests of Certain Persons in the Merger”
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(e)
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Agreements Involving
the Subject Company’s Securities
: The information set forth in the Preliminary Proxy
Statement under the following captions is incorporated herein by reference:
“
Summary
Term Sheet
”
“
Special
Factors
—Background of the Merger”
“
Special
Factors
—Plans for the Company after the Merger”
“
Special
Factors
—Financing of the Merger”
“
Special
Factors
—Voting Agreement”
“
Special
Factors
—Interests of Certain Persons in the Merger”
“
The
Merger Agreement”
“
Annex
A—Agreement and Plan of Merger”
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“
Annex
C—Voting Agreement”
“Annex
D—Contribution Agreement”
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Item 6. Purpose of the Transaction and Plans
or Proposals.
(b)
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Use of Securities Acquired
:
The information set forth in the Preliminary Proxy Statement under the following captions
is incorporated herein by reference:
“
Summary
Term Sheet
”
“
Special
Factors
—Plans for the Company after the Merger”
“
Questions
and Answers about the Merger and the Special Meeting”
“
The Merger Agreement”
“Annex
A—Agreement and Plan of Merger”
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(c)(1)–(8)
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Plans
: The information
set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
“
Summary
Term Sheet”
“
Special
Factors
—Background of the Merger”
“
Special
Factors
—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
“
Special
Factors
—Purposes and Reasons of the Buyer Group for the Merger”
“
Special
Factors—
Plans for the Company after the Merger”
“
Special
Factors
—Financing of the Merger”
“
Special
Factors
—Interests of Certain Persons in the Merger”
“
Special
Factors
—Delisting and Deregistration of the Company’s Common Stock”
“Questions
and Answers about the Merger and the Special Meeting”
“
The Merger Agreement”
“Important
Information Regarding the Company
— Delisting and Deregistration of the Company’s Common Stock”
“
Annex
A—Agreement and Plan of Merger”
“Annex
b—limited guarantee”
“
Annex
C—Voting Agreement”
“Annex
D—Contribution Agreement”
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Item 7. Purposes, Alternatives, Reasons and Effects.
(a)
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Purposes
: The information
set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
“
Summary
Term Sheet”
“Special
Factors
—Background of the Merger”
“
Special
Factors
—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
“
Special
Factors
—Purposes and Reasons of the Buyer Group for the Merger”
“
Special
Factors
—Plans for the Company after the Merger”
“Questions
and Answers about the Merger and the Special Meeting”
“
The Merger Agreement”
“Annex
A—Agreement and Plan of Merger”
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(b)
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Alternatives
: The
information set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
“
Special
Factors
—Background of the Merger”
“
Special
Factors
—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
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“
Special
Factors
—Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated”
“
Special
Factors
—Position of the Buyer Group Regarding the Fairness of the Merger”
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(c)
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Reasons
: The information
set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
“
Summary
Term Sheet”
“
Special
Factors
—Background of the Merger”
“
Special
Factors
—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
“
Special
Factors
—Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated”
“
Special
Factors
—Purposes and Reasons of the Buyer Group for the Merger”
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(d)
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Effects
: The information
set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
“
Summary
Term Sheet
”
“
Special
Factors
—Background of the Merger”
“
Special
Factors
—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
“
Special
Factors
—Purposes and Reasons of the Buyer Group for the Merger”
“
Special
Factors
—Position of the Buyer Group Regarding the Fairness of the Merger”
“
Special
Factors
—Plans for the Company after the Merger”
“
Special
Factors
—Financing of the Merger”
“
Special
Factors
—Interests of Certain Persons in the Merger”
“
Special
Factors
—Certain Material PRC Tax Consequences of the Merger for U.S. Holders”
“
Special
Factors
—Certain Material U.S. Federal Income Tax Consequences of the Merger for U.S. Holders”
“
Special
Factors
—Delisting and Deregistration of the Company’s Common Stock”
“
Questions
and Answers about the Merger and the Special Meeting
”
“
The Merger Agreement”
“Dissenter’s
Rights”
“Annex
A—Agreement and Plan of Merger”
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Item 8. Fairness of the Transaction.
(a)–(b)
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Fairness;
Factors Considered in Determining Fairness
: The information set forth in the
Preliminary Proxy Statement under the following captions is incorporated herein
by reference:
“
Summary
Term Sheet
”
“Special
Factors
—Background of the Merger”
“
Special
Factors
—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
“
Special
Factors
—Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated”
“
Special
Factors
—Position of the Buyer Group Regarding the Fairness of the Merger”
“Annex
G—Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated”
The presentation dated June 26, 2012, prepared by Merrill
Lynch, Pierce, Fenner & Smith Incorporated for the Special Committee, is attached hereto as Exhibit (c)(2) and is
incorporated herein by reference.
|
|
|
|
(c)
|
|
Approval of Security
Holders
: The information set forth in the Preliminary Proxy Statement under the following
captions is incorporated herein by reference:
“
Summary
Term Sheet
”
|
|
|
“
Questions
and Answers about the Merger and the Special Meeting
”
“
The
Special Meeting
—Record Date; Voting”
“
The
Special Meeting
—Vote Required”
“
The
Merger Agreement
—Conditions to the Merger
”
“Annex
A—Agreement and Plan of Merger”
|
|
|
|
(d)
|
|
Unaffiliated Representative
:
The information set forth in the Preliminary Proxy Statement under the following captions
is incorporated herein by reference:
“
Summary
Term Sheet”
“Special
Factors
—Background of the Merger”
“
Special
Factors
—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
“
Special
Factors
—Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated”
“Annex
G—Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated”
|
|
|
|
(e)
|
|
Approval of Directors
:
The information set forth in the Preliminary Proxy Statement under the following captions
is incorporated herein by reference:
“
Summary
Term Sheet”
“Special
Factors
—Background of the Merger”
“
Special
Factors
—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
|
|
|
|
(f)
|
|
Other Offers
: The
information set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
“
Special
Factors
—Background of the Merger”
“
Special
Factors
—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
|
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a)-(b)
|
|
Report,
Opinion or Appraisal
;
Preparer and Summary of the Report, Opinion or Appraisal
:
The information set forth in the Preliminary Proxy Statement under the following
captions is incorporated herein by reference:
“
Summary
Term Sheet
”
“
Special
Factors
—Background of the Merger”
“
Special
Factors
—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
“
Special
Factors
—Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated”
“Annex
G—Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated”
The presentation dated June 26, 2012, prepared by Merrill
Lynch, Pierce, Fenner & Smith Incorporated for the Special Committee, is attached hereto as Exhibit (c)(2) and is
incorporated herein by reference.
|
|
|
|
(c)
|
|
Availability of Documents
:
The information set forth in the Preliminary Proxy Statement under the following caption is
incorporated herein by reference:
“
Where
You Can Find More Information
”
|
Item 10. Source and Amounts of Funds or Other
Consideration.
(a)
|
|
Source of Funds
: The information set forth in the Preliminary Proxy Statement
under the following captions is incorporated herein by reference:
|
|
|
“
Summary
Term Sheet
”
“
Special
Factors
—Financing of the Merger”
“
The
Merger Agreement”
“Annex
A—Agreement and Plan of Merger”
“Annex
D—Contribution Agreement”
“ANNEX
E—ABAX equity COMMITMENT LETTER”
“Annex
F—Chairman equity Commitment letter”
|
|
|
|
(b)
|
|
Conditions
: The
information set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
“
Summary
Term Sheet
”
“
Special
Factors
—Financing of the Merger”
“
The
Merger Agreement”
“Annex
A—Agreement and Plan of Merger”
“Annex
D—Contribution Agreement”
“ANNEX
E—ABAX equity COMMITMENT LETTER”
“Annex
f—chairman equity commitment letter”
|
|
|
|
(c)
|
|
Expenses
: The information
set forth in the Preliminary Proxy Statement under the following captions is incorporated
herein by reference:
“
Summary
Term Sheet
”
“
Special
Factors
—Estimated Fees and Expenses”
“
The
Merger Agreement
—Termination”
“THE MERGER AGREEMENT—Termination Fees”
“
The
Merger Agreement
—Expenses”
“
Annex
A—Agreement and Plan of Merger
”
|
|
|
|
(d)
|
|
Borrowed Funds
:
The information set forth in the Preliminary Proxy Statement under the following captions
is incorporated herein by reference:
“
Summary
Term Sheet
”
“
Special
Factors
—Financing of the Merger”
“
The
Merger Agreement”
“Annex
A—Agreement and Plan of Merger”
|
Item 11. Interest in Securities of the Subject
Company.
(a)
|
|
Securities
Ownership
: The information set forth in the Preliminary Proxy Statement under
the following captions is incorporated herein by reference:
“
Summary
Term Sheet
”
“
Special
Factors
—Interests of Certain Persons in the Merger”
“
Important
Information Regarding the Company
—Ownership of Common Stock by Certain Beneficial Owners and Directors and
Executive Officers”
|
|
|
|
(b)
|
|
Securities Transactions
:
The information set forth in the Preliminary Proxy Statement under the following captions
is incorporated herein by reference:
“
Important
Information Regarding the Company
—Transactions in Common Stock”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Ownership
of Common Stock by Certain Beneficial Owners and Directors and Executive Officers”
|
Item 12. The Solicitation or Recommendation.
(d)
|
|
Intent to
Tender or Vote in a Going-Private Transaction
: The information set forth in
the Preliminary Proxy Statement under the following captions is incorporated herein
by reference:
“
Summary
Term Sheet
”
“
Special
Factors
—Voting Agreement”
“
Special
Factors
—Financing of the Merger”
“
Special
Factors
—Interests of Certain Persons in the Merger”
“
Questions and
Answers about the Merger and the Special Meeting
”
“
The Special
Meeting
—Record Date; Voting”
“
The
Merger Agreement”
“Important
Information Regarding the Company
—Ownership of Common Stock by Certain Beneficial Owners and Directors and
Executive Officers”
“
Annex
A—Agreement and Plan of Merger”
“Annex
C—Voting Agreement”
“Annex
D—Contribution Agreement”
|
|
|
|
(e)
|
|
Recommendations of Others
:
The information set forth in the Preliminary Proxy Statement under the following captions
is incorporated herein by reference:
“
Summary
Term Sheet”
“
Special
Factors
—Recommendation of the Special Committee and Board of Directors and Their Reasons for the Merger”
“
Special
Factors
—Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated”
“
Special
Factors
—Position of the Buyer Group Regarding the Fairness of the Merger”
“Questions and
Answers about the Meeting and Special Meeting”
“The Special
Meeting—
Recommendation Of The Special Committee
”
“
The
Special Meeting
—Recommendation of the Company’s Board of Directors”
“Annex
G—Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated”
|
Item 13. Financial
Information.
(a)
|
|
Financial
Information
: The audited consolidated financial statements of the Company
for the year ended December 31, 2011 are incorporated herein by reference to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
The unaudited consolidated financial statements of the Company for the fiscal
quarter ended March 31, 2012 are incorporated herein by reference to the Company’s
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012. The
unaudited consolidated financial statements of the Company for the fiscal quarter
ended June 30, 2012 are incorporated herein by reference to the Company’s
Quarterly Report on Form 10-Q for the fiscal quarter end June 30, 2012.
The information set forth in the Preliminary Proxy
Statement under the following captions is incorporated herein by reference:
“
Important
Information Regarding the Company
—Financial Statements and Supplementary Financial Information”
“
Important
Information Regarding the Company
—Historical Selected Financial Data”
“
Important
Information Regarding the Company
—Ratio of Earnings to Fixed Charges”
“
Important
Information Regarding the Company
—Net Book Value Per Share”
“
Where
You Can Find More Information
”
|
|
|
|
(b)
|
|
Pro Forma Information
: Not applicable.
|
|
Item 14. Persons/Assets, Retained, Employed,
Compensated or Used.
(a)
|
|
Solicitations
or Recommendations
: The information set forth in the Preliminary Proxy Statement
under the following captions is incorporated herein by reference:
“
Summary
Term Sheet
”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the
Special Committee and Board of Directors and Their Reasons for the Merger”
“SPECIAL FACTORS—Estimated Fees and Expenses”
“
Questions
and Answers about the Merger and the Special Meeting”
“
The Special
Meeting
—Recommendation of the Special Committee”
“
The
Special Meeting
—Recommendation of the Company’s Board of Directors”
“THE SPECIAL MEETING—Solicitation of Proxies”
“
Important
Information Regarding the Company
—Use of Officers, Employees, and Corporate Assets in Connection with the
Transaction”
|
|
|
|
(b)
|
|
Employees and Corporate
Assets
: The information set forth in the Preliminary Proxy Statement under the following
captions is incorporated herein by reference:
“
Summary
Term Sheet
”
“SPECIAL FACTORS—Interests of Certain Persons
in the Merger”
“
Questions
and Answers about the Merger and the Special Meeting
”
“
The
Special Meeting
—Solicitation of Proxies”
“
Important
Information Regarding the Company
—Directors and Executive Officers of the Company”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Use
of Officers, Employees, and Corporate Assets in Connection with the Transaction”
|
Item 15. Additional Information.
(b)
|
|
Executive
Compensation
. The information set forth in the Preliminary Proxy Statement
under the following caption is incorporated herein by reference:
“SPECIAL FACTORS—Compensation in Connection
with the Merger”
|
|
|
|
(c)
|
|
Other Material Information
: The information contained in the Preliminary Proxy Statement,
including all annexes thereto, is incorporated in its entirety herein by this reference.
|
Item 16. Exhibits.
(a)(1)
|
|
Notice of Special Meeting of Stockholders of the Company, incorporated by reference
to the Preliminary Proxy Statement.
|
|
|
|
(a)(2)
|
|
Preliminary Proxy Statement of Fushi Copperweld, Inc. filed with the Securities and Exchange
Commission on August 13, 2012.
|
|
|
|
(a)(3)
|
|
Form of Proxy Card included
WITH
the Preliminary
Proxy Statement incorporated by reference to the Preliminary Proxy Statement.
|
|
|
|
(b)(1)
|
|
Facility Agreement, dated as of June 27, 2012, by and between the Parent and China Development
Bank Corporation Hong Kong Branch, incorporated herein by reference to Exhibit 7.03 to the Schedule 13D/A filed jointly by
Li Fu, Wise Sun Investments Limited, Xin Lu, Yuyan Zhang, Abax Lotus Ltd., Abax Global Opportunities Fund, Abax Upland Fund
LLC, Abax Arhat Fund, Abax Claremont Ltd., AGC Asia 6 Ltd., AGC China Ltd., Abax Global Capital, Abax Global Capital (Hong
Kong) Limited, and Xiang Dong Yang on June 29, 2012.
|
(c)(1)
|
|
Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the Special
Committee of the Board of Directors of the Company, dated June 26, 2012, incorporated herein by reference to Annex G of the
Preliminary Proxy Statement.
|
|
|
|
(c)(2)
|
|
Presentation Materials of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the
Special Committee of the Board of Directors of the Company, dated June 26, 2012.†
|
|
|
|
(d)(1)
|
|
Agreement and Plan of Merger, dated as of June 28, 2012, by and among the Company, Green Dynasty
Holdings Limited, Green Dynasty Limited and Green Dynasty Acquisition, Inc., incorporated herein by reference to Annex A of
the Preliminary Proxy Statement
|
|
|
|
(d)(2)
|
|
Limited Guarantee, dated as of June 28, 2012, by Mr. Li Fu, Abax Lotus Ltd. and AGC Asia Ltd.
in favor of the Company, incorporated herein by reference to Annex B of the Preliminary Proxy Statement.
|
|
|
|
(d)(3)
|
|
Voting Agreement, dated as of June 28, 2012, by and among the Company, Green Dynasty Limited
and certain stockholders of the Company, incorporated herein by reference to Annex C of the Preliminary Proxy Statement.
|
|
|
|
(d)(4)
|
|
Contribution Agreement, dated as of June 28, 2012, by and between the Company, Green Dynasty
Holdings Limited, Green Dynasty Limited and the stockholders of the Company listed on Schedule A thereto, incorporated
herein by reference to Annex D of the Preliminary Proxy Statement.
|
|
|
|
(f)
|
|
None.
|
|
|
|
(g)
|
|
None.
|
† Previously filed
SIGNATURES
After due inquiry and to the
best knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of October 9, 2012
|
Fushi Copperweld, Inc.
|
|
|
|
By:
|
/s/ Li Fu
|
|
|
|
Name: Li Fu
|
|
|
|
Title: Co-Chief Executive Officer and Chairman of the Board
|
|
|
|
Green Dynasty Limited
|
|
|
|
By:
|
/s/ Li Fu
|
|
|
|
Name: Li Fu
|
|
|
|
Title: Director
|
|
|
|
|
Green Dynasty Acquisition, Inc.
|
|
|
|
By:
|
/s/ Li Fu
|
|
|
|
Name: Li Fu
|
|
|
|
Title: Director
|
|
|
|
|
|
|
Green Dynasty Holdings Limited
|
|
|
|
By:
|
/s/ Li Fu
|
|
|
|
Name: Li Fu
|
|
|
|
Title: Director
|
|
|
|
|
|
|
Li Fu
|
|
|
|
|
|
|
By:
|
/s/ Li Fu
|
|
|
|
Name: Li Fu
|
|
|
Wise Sun Investments Limited
|
|
|
|
By:
|
/s/ Li Fu
|
|
|
|
Name: Li Fu
|
|
|
|
Title: Director
|
|
|
Xin Liu
|
|
|
|
|
|
|
By:
|
/s/ Xin Liu
|
|
|
|
Name: Xin Liu
|
|
|
|
|
|
|
Yuyan Zhang
|
|
|
|
|
|
|
By:
|
/s/ Yuyan Zhang
|
|
|
|
Name: Yuyan Zhang
|
|
|
Abax Lotus Ltd.
|
|
|
|
By:
|
/s/ Xiang Dong Yang
|
|
|
|
Name: Xiang Dong Yang
|
|
|
|
Title: Director
|
|
|
Abax Global Opportunities Fund
|
|
|
|
By:
|
/s/ Xiang Dong Yang
|
|
|
|
Name: Xiang Dong Yang
|
|
|
|
Title: Director
|
|
|
Abax Upland Fund LLC
By:
Abax Claremont Ltd., in its
capacity as Managing Member
|
|
|
|
By:
|
/s/ Xiang Dong Yang
|
|
|
|
Name: Xiang Dong Yang
|
|
|
|
Title: Director
|
|
|
Abax Arhat Fund
|
|
|
|
By:
|
/s/ Xiang Dong Yang
|
|
|
|
Name: Xiang Dong Yang
|
|
|
|
Title: Director
|
|
|
Abax Claremont Ltd.
|
|
|
|
By:
|
/s/ Xiang Dong Yang
|
|
|
|
Name: Xiang Dong Yang
|
|
|
|
Title: Director
|
|
|
AGC Asia 6 Ltd.
|
|
|
|
By:
|
/s/ Xiang Dong Yang
|
|
|
|
Name: Xiang Dong Yang
|
|
|
|
Title: Director
|
|
|
AGC China Ltd.
|
|
|
|
By:
|
/s/ Xiang Dong Yang
|
|
|
|
Name: Xiang Dong Yang
|
|
|
|
Title: Director
|
|
|
Abax Global Capital
|
|
|
|
By:
|
/s/ Xiang Dong Yang
|
|
|
|
Name: Xiang Dong Yang
|
|
|
|
Title: Authorized Signatory
|
|
|
Abax Global Capital (Hong Kong) Limited
|
|
|
|
By:
|
/s/ Xiang Dong Yang
|
|
|
|
Name: Xiang Dong Yang
|
|
|
|
Title: Authorized Signatory
|
|
|
Xiang Dong Yang
|
|
|
|
By:
|
/s/ Xiang Dong Yang
|
|
|
|
Name:Xiang Dong Yang
|
|
|
|
|
|
EXHIBIT INDEX
(a)(1)
|
|
Notice of Special Meeting of Stockholders of the Company, incorporated by reference
to the Preliminary Proxy Statement.
|
|
|
|
(a)(2)
|
|
Preliminary Proxy Statement of Fushi Copperweld, Inc. filed with the Securities and Exchange
Commission on August 13, 2012.
|
|
|
|
(a)(3)
|
|
Form of Proxy Card included
WITH
the Preliminary
Proxy Statement incorporated by reference to the Preliminary Proxy Statement.
|
|
|
|
(b)(1)
|
|
Facility Agreement, dated as of June 27, 2012, by and between the Parent and China Development
Bank Corporation Hong Kong Branch, incorporated herein by reference to Exhibit 7.03 to the Schedule 13D/A filed jointly by
Li Fu, Wise Sun Investments Limited, Xin Lu, Yuyan Zhang, Abax Lotus Ltd., Abax Global Opportunities Fund, Abax Upland Fund
LLC, Abax Arhat Fund, Abax Claremont Ltd., AGC Asia 6 Ltd., AGC China Ltd., Abax Global Capital, Abax Global Capital (Hong
Kong) Limited, and Xiang Dong Yang on June 29, 2012.
|
|
|
|
(c)(1)
|
|
Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the Special Committee
of the Board of Directors of the Company, dated June 26, 2012, incorporated herein by reference to Annex G of the Preliminary
Proxy Statement.
|
|
|
|
(c)(2)
|
|
Presentation Materials of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the
Special Committee of the Board of Directors of the Company, dated June 26, 2012.†
|
|
|
|
(d)(1)
|
|
Agreement and Plan of Merger, dated as of June 28, 2012, by and among the Company, Green Dynasty
Holdings Limited, Green Dynasty Limited and Green Dynasty Acquisition, Inc., incorporated herein by reference to Annex A of
the Preliminary Proxy Statement
|
|
|
|
(d)(2)
|
|
Limited Guarantee, dated as of June 28, 2012, by Mr. Li Fu, Abax Lotus Ltd. and AGC Asia Ltd.
in favor of the Company, incorporated herein by reference to Annex B of the Preliminary Proxy Statement.
|
|
|
|
(d)(3)
|
|
Voting Agreement, dated as of June 28, 2012, by and among the Company, Green Dynasty Limited
and certain stockholders of the Company, incorporated herein by reference to Annex C of the Preliminary Proxy Statement.
|
|
|
|
(d)(4)
|
|
Contribution Agreement, dated as of June 28, 2012, by and between the Company, Green Dynasty
Holdings Limited, Green Dynasty Limited and the stockholders of the Company listed on Schedule A thereto, incorporated
herein by reference to Annex D of the Preliminary Proxy Statement.
|
|
|
|
(f)
|
|
None.
|
|
|
|
(g)
|
|
None.
|
† Previously filed
Fushi Copperweld, Inc. (MM) (NASDAQ:FSIN)
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