Amended Statement of Ownership: Private Transaction (sc 13e3/a)
07 Juli 2021 - 12:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 3)
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934
China Customer Relations Centers, Inc.
(Name of the Issuer)
China Customer Relations Centers, Inc.
Taiying Group Ltd.
Taiying International Inc.
Zhili Wang
TAISHANBPO1 Holdings Limited
Debao Wang
TAISHANBPO2 Holdings Limited
Guoan Xu
TAISHANBPO3 Holdings Limited
Qingmao Zhang
TAISHANBPO4 Holdings Limited
Long Lin
TAISHANBPO5 Holdings Limited
Wilstein Limited
Jishan Sun
TAISHANBPO6 Holdings Limited
Telecare Global Services Limited
Yipeng Wang
Harford Equity Limited
Ruixiu Wang
Sainsberry Limited
Qiaolin Wang
Yan Lyu
Xianghui Li
Ning Zou
Singeton Management Limited
Liping Gao
Yuxiang Qi
Yanli Xu
(Names of Persons Filing Statement)
Common Shares, par value $0.001 per share
(Title of Class of Securities)
G2118P102
(CUSIP Number)
China Customer Relations Centers, Inc.
1366 Zhongtianmen Dajie, Xinghuo
Science
and Technology Park,
High-tech Zone, Taian City,
Shandong Province, 271000,
People’s Republic of China
Tel: +86-538-691-8899
|
|
Taiying Group Ltd.
c/o Ritter House,
Wickhams Cay II,
PO Box 3170, Road Town,
Tortola VG1110,
British Virgin Islands
Tel: +86-538-691-8899
|
|
Taiying International Inc.
c/o Ritter House,
Wickhams Cay II,
PO Box 3170, Road Town,
Tortola VG1110,
British Virgin Islands
Tel: +86-538-691-8899
|
|
|
|
|
|
Zhili Wang
TAISHANBPO1 Holdings Limited
c/o Ritter House,
Wickhams Cay II,
PO Box 3170, Road Town,
Tortola VG1110,
British Virgin Islands
Tel: +86-538-691-8899
|
|
Debao Wang
TAISHANBPO2 Holdings Limited
c/o Ritter House,
Wickhams Cay II,
PO Box 3170, Road Town,
Tortola VG1110,
British Virgin Islands
Tel: +86-538-691-8899
|
|
Guoan Xu
TAISHANBPO3 Holdings Limited
c/o Ritter House,
Wickhams Cay II,
PO Box 3170, Road Town,
Tortola VG1110,
British Virgin Islands
Tel: +86-538-691-8899
|
Qingmao Zhang
TAISHANBPO4 Holdings Limited
c/o Ritter House,
Wickhams Cay II,
PO Box 3170, Road Town,
Tortola VG1110,
British Virgin Islands
Tel: +86-13356699369
|
|
Long Lin
TAISHANBPO5 Holdings Limited
Wilstein Limited
c/o Ritter House,
Wickhams Cay II,
PO Box 3170, Road Town,
Tortola VG1110,
British Virgin Islands
Tel: +86-15168890909
|
|
Jishan Sun
TAISHANBPO6 Holdings Limited
Telecare Global Services Limited
c/o Ritter House,
Wickhams Cay II,
PO Box 3170, Road Town,
Tortola VG1110,
British Virgin Islands
Tel: +86-13954887826
|
|
|
|
|
|
Yipeng Wang
Harford Equity Limited
c/o Suite 23, 1st Floor, Eden Plaza,
Eden Island, Mahé,
Republic of Seychelles
Tel: +86-18864809789
|
|
Ruixiu Wang
Sainsberry Limited
c/o Suite 23, 1st Floor, Eden Plaza,
Eden Island, Mahé,
Republic of Seychelles
Tel: +86-18864809789
|
|
Qiaolin Wang
No.3 Row 15, Nanmei Village,
Meicun Town,
Fangzi District,
Weifang City, Shandong
Province, 261000,
People’s Republic of China
Tel: +86-15168890909
|
|
|
|
|
|
Yan Lyu
6-3-102 Yinchen Community,
Feiyue Dadao,
Lichen District,
Jinan City, Shandong
Province, 250100,
People’s Republic of China
Tel: +86-13685312525
|
|
Xianghui Li
No.344 Xiangzhaozhuang Town,
Xiajin County,
Dezhou City,
Shandong Province, 253200,
People’s Republic of China
Tel: +86-13685312525
|
|
Ning Zou
Singeton Management Limited
Flat/RM A 12/F,
Kiu Fu Commercial Building,
300 Lockhart Road,
Wanchai, Hong Kong
Tel: +86-13954887826
|
|
|
|
|
|
Liping Gao
Gate 1 No.242 Diyingzi Tun,
Xingshugang
Village, Hong Guang
District, Daqing City,
Heilongjiang Province, 163000,
People’s Republic of China
Tel: +86-13954887826
|
|
Yuxiang Qi
Room 2702, Building 3,
Huamao Center, No. 89 Jianguo Road,
Chaoyang
District,
Beijing, 100020
People’s Republic of China
Tel: +86-18905381726
|
|
Yanli Xu
Room 2606, Building 7,
Huamao Center, No. 89 Jianguo Road,
Chaoyang
District,
Beijing, 100020
People’s Republic of China
Tel: +86-18905381726
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
Stephanie Tang, Esq.
Hogan Lovells
11th Floor, One Pacific Place
88 Queensway, Admiralty
Hong Kong
Tel: +852-2219-0888
|
|
Wei Gao
Commerce & Finance Law Offices
10/F,
Tower 1, Jiang An Kerry Centre
1515 West Nanjing Road, Shanghai
People’s Republic of China
Tel: +86-21-6019-2693
|
This statement is filed in connection with
(check the appropriate box):
|
☐
|
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.
|
|
☐
|
The
filing of a registration statement under the Securities Act of 1933.
|
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: ☒
Calculation of Filing Fee
|
|
Transactional Valuation*
|
|
|
Amount of Filing Fee**
|
|
$
|
34,477,586
|
|
|
$
|
3,761.50
|
|
|
*
|
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 of $6.50 per share for the 5,304,244 issued and outstanding shares of the issuer subject to the transaction (the
“Transaction Valuation”).
|
|
**
|
The amount of the filing fee, calculated in accordance with
Exchange Act Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, and the Securities and Exchange Commission Fee Rate
Advisory #1 for Fiscal Year 2021, issued on August 26, 2020, was calculated by multiplying the Transaction Valuation by 0.0001091.
|
☒
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.
Amount Previously Paid: $3,761.50
|
|
Form or Registration No.: Schedule
13E-3 (File No. 005-89862)
|
|
|
|
Filing Party: China Customer Relations
Centers, Inc., Taiying Group Ltd., Taiying International Inc., Zhili Wang, TAISHANBPO1 Holdings Limited, Debao Wang, TAISHANBPO2 Holdings
Limited, Guoan Xu, TAISHANBPO3 Holdings Limited, Qingmao Zhang, TAISHANBPO4 Holdings Limited, Long Lin, TAISHANBPO5 Holdings Limited,
Wilstein Limited, Jishan Sun, TAISHANBPO6 Holdings Limited, Telecare Global Services Limited, Yipeng Wang, Harford Equity Limited, Ruixiu
Wang, Sainsberry Limited, Qiaolin Wang, Yan Lyu, Xianghui Li, Ning Zou, Singeton Management Limited, Liping Gao, Yuxiang Qi, Yanli Xu
|
|
Date Filed: March 17, 2021
|
Table
of Contents
Neither the SEC nor any state securities
regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the
adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation to the contrary is
a criminal offense.
INTRODUCTION
This Amendment No. 3
(this “Final Amendment”) to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this
“Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each,
a “Filing Person,” and collectively, the “Filing Persons”): (a) China Customer Relations Centers, Inc., a BVI
business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), the issuer
of the shares, par value $0.001 per share (each, a “Share”), that is subject to the transaction pursuant to Rule 13e-3 under
the Exchange Act; (b) Taiying Group Ltd., a BVI business company with limited liability incorporated under the laws of the British Virgin
Islands (“Parent”); (c) Taiying International Inc., a BVI business company with limited liability incorporated under the
laws of the British Virgin Islands (“Merger Sub”); (d) Mr. Zhili Wang, the founder, chairman of the board of directors of
the Company (the “Board”) and chief executive officer of the Company (the “Chairman”), (e) Mr. Debao Wang, a
director and chief financial officer of the Company; (f) Mr. Guoan Xu, a director and vice president of the Company; (g) Mr. Qingmao
Zhang; (h) Mr. Long Lin; (i) Mr. Jishan Sun; (j) TAISHANBPO1 Holdings Limited,
a BVI business company with limited liability and wholly-owned by the Chairman (“TAISHANBPO1”); (k) TAISHANBPO2
Holdings Limited, a BVI business company with limited liability and wholly-owned by Mr. Debao Wang (“TAISHANBPO2”);
(l) TAISHANBPO3 Holdings Limited, a BVI business company with limited liability and wholly-owned by Mr. Guoan Xu (“TAISHANBPO3”);
(m) TAISHANBPO4 Holdings Limited, a BVI business company with limited
liability and wholly-owned by Mr. Qingmao Zhang (“TAISHANBPO4”);
(n) TAISHANBPO5 Holdings Limited, a BVI business company with limited liability and wholly-owned by Mr. Long Lin (“TAISHANBPO5”);
(o) TAISHANBPO6
Holdings Limited, a BVI business company with limited liability and wholly-owned by Mr. Jishan Sun (“TAISHANBPO6”);
(p) Harford Equity Limited, an international business company incorporated
in the Republic of Seychelles beneficially owned by Mr. Yipeng Wang;
(q) Sainsberry Limited, an international business company incorporated
in the Republic of Seychelles beneficially owned by Mr. Ruixiu Wang;
(r) Mr. Qiaolin Wang; (s) Ms. Yan Lyu; (t) Mr. Xianghui Li; (u) Singeton Management Limited, a
private company with limited liability incorporated in Hong Kong beneficially
owned by Ms. Ning Zou; (v) Mr. Liping Gao; (w) Ms. Yuxiang Qi; (x) Ms. Yanli Xu; (y) Mr. Yipeng Wang; (z) Mr. Ruixiu Wang; (aa)
Ms. Ning Zou; (bb) Wilstein Limited, an international business company incorporated in the Republic of Seychelles beneficially owned
by Mr. Lin Long; and (cc) Telecare Global Services Limited, a BVI business company beneficially owned by Mr. Jishan Sun. Filing
Persons (b) through (cc) are collectively referred to herein as the “Buyer
Group”. Filing persons (d) through (i), and (p) through
(cc) are collectively referred to as the “Rollover Shareholders”. The Chairman, Mr. Debao Wang, Mr. Guoan Xu,
Mr. Qingmao Zhang, Mr. Long Lin and Mr. Jishan Sun are collectively referred
to as the “Guarantors”.
This Transaction Statement
relates to the agreement and plan of merger dated as of March 12, 2021, among Parent, Merger Sub and the Company (the “merger agreement”)
providing for the merger of Merger Sub with and into the Company (the “merger”) in accordance with the British Virgin Islands
Business Companies Act (as amended, the “BVI Business Companies Act”), with the Company continuing as the surviving company
(the “surviving company”) after the merger as a wholly-owned subsidiary of Parent.
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 this Transaction Statement.
Item 15 Additional Information
Item 15(c) is hereby
amended and supplemented as follows:
On June 18, 2021, at
9:00 a.m. (Beijing Time), an extraordinary general meeting of the shareholders of the Company was held at the Company’s office
at 1366 Zhongtianmen Dajie, Xinghuo Science and Technology Park, High-tech Zone, Taian City, Shandong Province, 271000, People’s
Republic of China. At the extraordinary general meeting, the shareholders of the Company voted to authorize and approve the merger agreement,
the plan of merger substantially in the form attached as Exhibit A to the merger agreement (the “plan of merger”) and the
transactions contemplated by the merger agreement, including the merger, and authorized each of the members of the Special Committee
of the board of directors of the Company to do all things necessary to give effect to the merger agreement, the plan of merger and the
transactions contemplated thereby, including the merger.
On July 6, 2021 (British
Virgin Islands Time), the Company and Merger Sub filed the plan of merger with the Registrar of Corporate Affairs of the British Virgin
Islands, pursuant to which the merger became effective on July 6, 2021. As a result of the merger, the Company ceased to be a publicly-traded
company and became wholly-owned by Parent.
At the effective time
of the merger (the “Effective Time”), each Share, issued and outstanding immediately prior to the Effective Time, other than
(a) Shares beneficially owned by the Rollover Shareholders (the “Rollover Shares”), (b) Shares owned by Parent, Merger Sub,
the Company (as treasury, if any) or any of their respective subsidiaries immediately prior to the Effective Time, (c) Shares reserved
(but not yet allocated) by the Company for settlement upon exercise or vesting of company share awards immediately prior to the Effective
Time, (d) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenter rights under
the BVI Business Companies Act (the “Dissenting Shares”) (Shares described under (a) through (d) above are collectively referred
to herein as the “Excluded Shares”), has been cancelled in exchange for the right to receive $6.50 in cash per Share without
interest and net of any applicable withholding taxes. Each of the Excluded Shares other than Dissenting Shares has been cancelled for
no consideration. Each of the Dissenting Shares has been cancelled and each holder thereof is entitled to receive only the payment of
the fair value of such Dissenting Shares in accordance with the BVI Business Companies Act.
In addition, at the
Effective Time, the Company terminated the Company’s 2018 Share Incentive Plan (the “Share Incentive Plan”) and any
relevant award agreements entered into under the Share Incentive Plan.
As a result of the merger,
the Shares will no longer be listed on any securities exchange or quotation system, including the Nasdaq Capital Market (“NASDAQ”).
On July 6, 2021, at the Company’s request, NASDAQ filed a Form 25 with the SEC notifying the SEC of the delisting of its Shares
on the NASDAQ and the deregistration of the Company’s registered securities. The deregistration will become effective in 90 days
after the filing of Form 25 or such shorter period as may be determined by the SEC. In addition, the Company intends to suspend its reporting
obligations under the Exchange Act by filing a certification and notice on Form 15 with the SEC in ten days. The Company’s reporting
obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration
becomes effective.
All information contained
in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person. No Filing Person has produced
any disclosure with respect to any other Filing Person.
(a)-(1)*
|
Proxy Statement
of the Company dated May 20, 2021 (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)*
|
Proxy
Card, incorporated herein by reference to Annex E to the proxy statement.
|
|
|
(a)-(4)*
|
Press
Release issued by the Company, dated March 12, 2021, incorporated herein by reference to
Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on March 12, 2021.
|
|
|
(a)-(5)*
|
Annual
Report on Form 20-F for the year ended December 31, 2020 of the Company, filed with the SEC
on May 17, 2021 and incorporated herein by reference.
|
|
|
(a)-(6)*
|
Press
Release issued by the Company, dated June 18, 2021, incorporated herein by reference to Exhibit
99.1 to the Report on Form 6-K furnished by the Company to the SEC on June 18, 2021.
|
|
|
(a)-(7)*
|
Press Release issued by the Company, dated July 6, 2021, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on July 6, 2021.
|
|
|
(b)-(1)*
|
Debt
Commitment Letter, dated March 11, 2021, issued by China Merchants Bank Co., Ltd. in favor of Parent (incorporated
herein by reference to Exhibit 99.6 to the Schedule 13D Amendment filed by the Rollover Shareholders on March
12, 2021).
|
|
|
(c)-(1)*
|
Opinion
of Houlihan Lokey (China) Limited, dated March 12, 2021, incorporated herein by reference to Annex B to the proxy
statement.
|
|
|
(c)-(2)*
|
Preliminary Discussion materials prepared by Houlihan Lokey (China) Limited for discussion with the Special Committee,
dated March 2, 2021.
|
|
|
(c)-(3)*
|
Discussion materials prepared by Houlihan Lokey (China) Limited for discussion with the Special Committee, dated
March 12, 2021.
|
|
|
(d)-(1)*
|
Agreement and Plan of Merger, dated as of March 12, 2021, by and among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the proxy statement.
|
|
|
(d)-(2)*
|
Rollover and Support Agreement, dated March 12, 2021, by and among Parent and the Rollover Shareholders (incorporated herein by reference to Annex F of the proxy statement).
|
|
|
(d)-(3)*
|
Limited Guarantee, dated March 12, 2021, by the Guarantors in favor of the Company (incorporated herein by reference to Annex G of the proxy statement).
|
|
|
(d)-(4)*
|
Consortium
Agreement, dated November 27, 2020, by and among the Guarantors, TAISHANBPO1, TAISHANBPO2, TAISHANBPO3, TAISHANBPO4,
TAISHANBPO5 and TAISHANBPO6 (incorporated herein by reference to Exhibit 99.3 to the Schedule 13D filed by the Chairman,
Mr. Debao Wang and Mr. Qingmao Zhang on December 7, 2020).
|
|
|
(d)-(5)*
|
Termination
Agreement to the Consortium Agreement, dated March 11, 2021, by and among the Guarantors, TAISHANBPO1, TAISHANBPO2,
TAISHANBPO3, TAISHANBPO4, TAISHANBPO5 and TAISHANBPO6 (incorporated herein by reference to Exhibit 99.2 to the Schedule
13D Amendment filed by the Rollover Shareholders on March 12, 2021).
|
|
|
(d)-(6)*
|
Consortium
Agreement, dated March 11, 2021, by and among the Guarantors, TAISHANBPO1, TAISHANBPO2, TAISHANBPO3, TAISHANBPO4, TAISHANBPO5,
TAISHANBPO6, Mr. Yipeng Wang, Mr. Ruixiu Wang, Mr. Qiaolin Wang, Ms. Yan Lyu, Mr. Xianghui Li, Ms. Ning Zou, Mr. Liping
Gao, Ms. Yuxiang Qi and Ms. Yanli Xu (incorporated herein by reference to Exhibit 99.3 to the Schedule 13D Amendment
filed by the Rollover Shareholders on March 12, 2021).
|
|
|
(f)-(1)*
|
Appraisal Rights, incorporated herein by reference to the section entitled “Appraisal Rights” in the proxy statement.
|
|
|
(f)-(2)*
|
Section 179 of the BVI Business Companies Act, as amended, incorporated herein by reference to Annex C to the proxy statement.
|
|
|
(g)
|
Not applicable.
|
* Previously
filed
Signatures
After due inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 7, 2021
|
China Customer Relations Centers, Inc.
|
|
|
|
By:
|
/s/ Tianjun Zhang
|
|
|
Name: Tianjun Zhang
|
|
|
Title: Chairman of the Special Committee
|
|
Taiying Group Ltd.
|
|
|
|
By:
|
/s/ Zhili Wang
|
|
|
Name: Zhili Wang
|
|
|
Title: Director
|
|
Taiying International Inc.
|
|
|
|
By:
|
/s/ Zhili Wang
|
|
|
Name: Zhili Wang
|
|
|
Title: Director
|
|
Zhili Wang
|
|
|
|
/s/ Zhili Wang
|
|
TAISHANBPO1 Holdings Limited
|
|
|
|
By:
|
/s/ Zhili Wang
|
|
|
Name: Zhili Wang
|
|
|
Title: Director
|
|
Debao Wang
|
|
|
|
/s/ Debao Wang
|
|
TAISHANBPO2 Holdings Limited
|
|
|
|
By:
|
/s/ Debao Wang
|
|
|
Name: Debao Wang
|
|
|
Title: Director
|
|
TAISHANBPO3 Holdings Limited
|
|
|
|
By:
|
/s/ Guoan Xu
|
|
|
Name: Guoan Xu
|
|
|
Title: Director
|
|
Qingmao Zhang
|
|
|
|
/s/ Qingmao Zhang
|
|
TAISHANBPO4 Holdings Limited
|
|
|
|
By:
|
/s/ Qingmao Zhang
|
|
|
Name: Qingmao Zhang
|
|
|
Title: Director
|
|
TAISHANBPO5 Holdings Limited
|
|
|
|
By:
|
/s/ Long Lin
|
|
|
Name: Long Lin
|
|
|
Title: Director
|
|
Wilstein Limited
|
|
|
|
By:
|
/s/ Long Lin
|
|
|
Name: Long Lin
|
|
|
Title: Director
|
|
Jishan Sun
|
|
|
|
/s/ Jishan Sun
|
|
TAISHANBPO6 Holdings Limited
|
|
|
|
By:
|
/s/ Jishan Sun
|
|
|
Name: Jishan Sun
|
|
|
Title: Director
|
|
Telecare Global Services Limited
|
|
|
|
By:
|
/s/ Jishan Sun
|
|
|
Name: Jishan Sun
|
|
|
Title: Director
|
|
Yipeng Wang
|
|
|
|
/s/ Yipeng Wang
|
|
Harford Equity Limited
|
|
|
|
By:
|
/s/ Yipeng Wang
|
|
|
Name: Yipeng Wang
|
|
|
Title: Director
|
|
Ruixiu Wang
|
|
|
|
/s/ Ruixiu Wang
|
|
Sainsberry Limited
|
|
|
|
By:
|
/s/ Ruixiu Wang
|
|
|
Name: Ruixiu Wang
|
|
|
Title: Director
|
|
Qiaolin Wang
|
|
|
|
/s/ Qiaolin Wang
|
|
Xianghui Li
|
|
|
|
/s/ Xianghui Li
|
|
Singeton Management Limited
|
|
|
|
By:
|
/s/ Ning Zou
|
|
|
Name: Ning Zou
|
|
|
Title: Director
|
|
Liping Gao
|
|
|
|
/s/ Liping Gao
|
|
Yuxiang Qi
|
|
|
|
/s/ Yuxiang Qi
|
Exhibit
Index
(a)-(1)*
|
Proxy
Statement of the Company dated _May 20, 2021 (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)*
|
Proxy
Card, incorporated herein by reference to Annex E to the proxy statement.
|
|
|
(a)-(4)*
|
Press
Release issued by the Company, dated March 12, 2021, incorporated herein by reference to Exhibit
99.1 to the Report on Form 6-K furnished by the Company to the SEC on March 12, 2021.
|
|
|
(a)-(5)*
|
Annual
Report on Form 20-F for the year ended December 31, 2020 of the Company, filed with the SEC
on May 17, 2021 and incorporated herein by reference.
|
|
|
(a)-(6)*
|
Press
Release issued by the Company, dated June 18, 2021, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished
by the Company to the SEC on June 18, 2021.
|
|
|
(a)-(7)*
|
Press
Release issued by the Company, dated July 6, 2021, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished
by the Company to the SEC on July 6, 2021.
|
|
|
(b)-(1)*
|
Debt
Commitment Letter, dated March 11, 2021, issued by China Merchants Bank Co., Ltd. in favor of Parent (incorporated herein
by reference to Exhibit 99.6 to the Schedule 13D Amendment filed by the Rollover Shareholders on March 12, 2021).
|
|
|
(c)-(1)*
|
Opinion
of Houlihan Lokey (China) Limited, dated March 12, 2021, incorporated herein by reference to Annex B to the proxy statement.
|
|
|
(c)-(2)*
|
Preliminary Discussion materials prepared by Houlihan Lokey (China) Limited for discussion with the Special Committee,
dated March 2, 2021.
|
|
|
(c)-(3)*
|
Discussion materials prepared by Houlihan Lokey (China) Limited for discussion with the Special Committee, dated March
12, 2021.
|
|
|
(d)-(1)*
|
Agreement
and Plan of Merger, dated as of March 12, 2021, by and among the Company, Parent and Merger Sub, incorporated herein
by reference to Annex A to the proxy statement.
|
|
|
(d)-(2)*
|
Rollover
and Support Agreement, dated March 12, 2021, by and among Parent, and the Rollover Shareholders (incorporated herein
by reference to Annex F of the proxy statement).
|
|
|
(d)-(3)*
|
Limited
Guarantee, dated March 12, 2021, by the Guarantors in favor of the Company (incorporated herein by reference to Annex
G of the proxy statement).
|
|
|
(d)-(4)*
|
Consortium
Agreement, dated November 27, 2020, by and among the Guarantors, TAISHANBPO1, TAISHANBPO2, TAISHANBPO3, TAISHANBPO4,
TAISHANBPO5 and TAISHANBPO6 (incorporated herein by reference to Exhibit 99.3 to the Schedule 13D filed by the Chairman,
Mr. Debao Wang and Mr. Qingmao Zhang on December 7, 2020).
|
|
|
(d)-(5)*
|
Termination
Agreement to the Consortium Agreement, dated March 11, 2021, by and among the Guarantors, TAISHANBPO1, TAISHANBPO2,
TAISHANBPO3, TAISHANBPO4, TAISHANBPO5 and TAISHANBPO6 (incorporated herein by reference to Exhibit 99.2 to the Schedule
13D Amendment filed by the Rollover Shareholders on March 12, 2021).
|
|
|
(d)-(6)*
|
Consortium
Agreement, dated March 11, 2021, by and among the Guarantors, TAISHANBPO1, TAISHANBPO2, TAISHANBPO3, TAISHANBPO4, TAISHANBPO5,
TAISHANBPO6, Mr. Yipeng Wang, Mr. Ruixiu Wang, Mr. Qiaolin Wang, Ms. Yan Lyu, Mr. Xianghui Li, Ms. Ning Zou, Mr. Liping
Gao, Ms. Yuxiang Qi and Ms. Yanli Xu (incorporated herein by reference to Exhibit 99.3 to the Schedule 13D Amendment
filed by the Rollover Shareholders on March 12, 2021).
|
|
|
(f)-(1)*
|
Appraisal
Rights, incorporated herein by reference to the section entitled “Appraisal Rights” in the proxy statement.
|
|
|
(f)-(2)*
|
Section
179 of the BVI Business Companies Act, as amended, incorporated herein by reference to Annex C to the proxy statement.
|
|
|
(g)
|
Not applicable.
|
8
China Customer Relations... (NASDAQ:CCRC)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
China Customer Relations... (NASDAQ:CCRC)
Historical Stock Chart
Von Jun 2023 bis Jun 2024