UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 2)
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934
Ossen Innovation Co., Ltd.
(Name of the Issuer)
Ossen Innovation Co., Ltd.
New Ossen Group Limited
New Ossen Innovation Limited
Acme Innovation Limited
Pujiang International Group Limited
Elegant Kindness Limited
Dr. Liang Tang
(Names of Persons Filing Statement)
Ordinary Shares, par value $0.01 per share
(Title of Class of Securities)
G67908106
(CUSIP Number)
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Ossen Innovation Co., Ltd.
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Dr. Liang Tang
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c/o Wei Hua
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New Ossen Group Limited
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518 Shangcheng Road, Floor 17
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New Ossen Innovation Limited
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Pudong District, Shanghai, 200120
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Acme Innovation Limited
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People’s Republic of China
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Pujiang International Group Limited
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Telephone: +86 (21) 6888-888
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Elegant Kindness Limited
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16/F, No. 518, Shangcheng Road
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Pudong District, Shanghai
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People’s Republic of China
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Telephone: +86 (21) 6888-888
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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With copies to
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DLA Piper (UK) LLP
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Wilson Sonsini Goodrich & Rosati
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20th Floor South Tower Beijing Kerry Center
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Jin Mao Tower 38F, Unit 03-04
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No.1 Guanghua Road, Chaoyang District
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88 Century Boulevard
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Beijing 100020, PRC
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No. 2 Jianguomenwai Avenue
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Attention: James Chang, Esq.; Yang Ge, Esq.
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Pudong, Shanghai, 200121, China
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Facsimile: +86 10 8520 0700
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Attention: Dan Ouyang, Esq.; Jie Zhu, Esq.
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Facsimile: +86 21 6165 1799
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This statement is filed in connection with (check the appropriate box):
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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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¨
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The filing of a registration statement under the Securities Act of 1933.
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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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US$11,459,887
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US$1,250.27
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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 sum of the aggregate cash payment for the proposed per share cash payment of US$1.70 for 6,741,110 issued and 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 #1 for Fiscal Year 2021, was calculated by multiplying the Transaction Valuation by 0.0001091.
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¨
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: N/A
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Form or Registration No.: N/A
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Filing Party: N/A
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Date Filed: N/A
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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 transaction statement on Schedule 13E-3. Any representation to the contrary
is a criminal offense.
Table of
Contents
Page
INTRODUCTION
This amendment no. 2 to
Rule 13E-3 transaction statement on Schedule 13E-3 (“Amendment No. 2”), 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) Ossen Innovation Co., Ltd., a company with
limited liability incorporated under the laws of the British Virgin Islands (the “Company”), the issuer of the registered
ordinary shares, par value of US$$0.01 per share (each, a “Share” and collectively, the “Shares”);
(b) New Ossen Group Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”);
(c) New Ossen Innovation Limited, a company with limited liability incorporated under the laws of the British Virgin Islands and a wholly-owned
Subsidiary of the Parent (“Merger Sub”); (d) Acme Innovation Limited, a company with limited liability incorporated
under the laws of the British Virgin Islands ; (e) Pujiang International Group Limited, a company with limited liability incorporated
under the laws of the Cayman Islands; (f) Elegant Kindness Limited, a company with limited liability incorporated under the laws of the
British Virgin Islands; and (g) Dr. Liang Tang, the chairman of the board of directors of the Company (“Dr. Tang”).
Filing Persons (b) through (g) are collectively referred to herein as the “Buyer Group.”
All information contained
in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person. No Filing Person, including the Company,
has produced any disclosure with respect to any other Filing Person. No Filing Person, including the Company, is responsible for the accuracy
of any information supplied by any other Filing Person.
This Amendment no. 2 amends
and supplements certain information set forth in the Transaction Statement. This Amendment does not restate the Transaction Statement
in its entirety, and the amended and supplemental disclosures contained herein should be read in conjunction with the Transaction Statement,
including the Proxy Statement.
Item 4 Terms of the Transaction
Item 4 is hereby amended and supplemented
by adding the following:
On
June 16, 2021, Parent, Merger Sub and the Company entered into an amendment No. 1 to the original merger agreement, pursuant to which
the Termination Date under the merger agreement is extended from June 17, 2021 to September 17, 2021.
Item 5 Past Contracts, Transactions, Negotiations
and Agreements
Item 5
is hereby amended and supplemented by adding the disclosure under Item 4 above in this Amendment No. 2.
Item 13 Financial Statements
Item 13 is hereby amended and supplemented
by adding the following
The audited financial statements of the Company for the year ended December 31, 2020 is incorporated herein by reference to the Company’s Form 20-F for the year ended December 31, 2020, filed on May 17, 2021 (see page F-1 and following pages).
Item 15 Additional Information
Item 15 is hereby amended and supplemented
by adding the following:
On
April 14, 2021, the Company changed its auditor from BDO China Shu Lun Pan Certified Public
Accountants LLP to WWC, P.C. (“WWC”) as its independent registered public accounting firm for the fiscal year ended December
31, 2020. The Audit Committee and the Board of Directors of the Company approved the appointment of WWC as the Company’s independent
registered public accounting firm for the fiscal year ended December 31, 2020.
In connection with the
change of auditor, the Company provides that:
1. the dismissal of BDO
and the appointment of WWC have been considered and approved by the Company's audit committee and board of directors;
2. The audit report of
BDO on the financial statements of the Company as of and for the years ended December 31, 2019 and 2018 did not contain any adverse opinion
or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles.
3. There were no disagreements
with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, from the
time of BDO’s engagement up to the date of dismissal which disagreements that, if not resolved to BDO’s satisfaction, would
have caused BDO to make reference in connection with its opinion to the subject matter of the disagreement. None of “reportable
events”, as that term is described in Item 16F(a)(1)(v)(A)-(D) of Form 20-F occurred within the two fiscal years of the Company
ended December 31, 2019 and 2018 and subsequently up to the date of dismissal.
On
June 16, 2021, Parent, Merger Sub and the Company entered into an amendment No. 1 to the original merger agreement, pursuant
to which the Termination Date under the merger agreement is extended from June 17, 2021 to September 17, 2021.
Item 16 Exhibits
Item 16
is hereby amended and supplemented by adding the following:
SIGNATURES
After reasonable 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.
Dated: June 17, 2021
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Ossen Innovation Co., Ltd.
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By:
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/s/ Wei Hua
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Name:
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Wei Hua
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Title:
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Chief Executive Officer and Chief Financial Officer
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Pujiang International Group Limited
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By:
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/s/ Liang Tang
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Name:
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Liang Tang
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Title:
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Director
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Liang Tang
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By:
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/s/ Liang Tang
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Name:
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Liang Tang
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New Ossen Group Limited
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By:
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/s/ Liang Tang
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Name:
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Liang Tang
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Title:
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Director
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[Signature Page to Schedule 13E-3 (Ossen Innovation
Co., Ltd.)]
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New Ossen Innovation Limited
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By:
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/s/ Liang Tang
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Name:
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Liang Tang
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Title:
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Director
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Acme Innovation Limited
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By:
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/s/ Liang Tang
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Name:
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Liang Tang
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Title:
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Director
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Elegant Kindness Limited
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By:
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/s/ Liang Tang
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Name:
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Liang Tang
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Title:
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Director
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[Signature Page to Schedule 13E-3 (Ossen Innovation
Co., Ltd.)]
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