GAGA [Le Gaga] SC 13D/A: (Original Filing)

[EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among HARVEST PARENT LIMITED, HARVEST MERGER LIMITED and LE GAGA HOLDINGS LIMITED Dated as of July 30, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 2 Section 1.01. Certain Defined Terms 2 Section 1.02. Other Defined Terms 11 Section 1.03. Interpretation; Headings 13 ARTICLE II THE MERGER 13 Section 2.01. The Merger] [Execution Version Dated 30 July 2014 Facility Agreement relating to a US$30,000,000 Term Loan Facility between Harvest Holdings Limited as an Original Obligor Harvest Parent Limited as Original Guarantor Harvest Merger Limited as Borrower and China Minsheng Banking Corp., Ltd., Hong Kong Branch as Lender White & Case Pte. Ltd. 9th Floor Central Tower 28 Queen’s Road Central Hong Kong,] [EQUITY COMMITMENT LETTER July 30, 2014 Harvest Holdings Limited c/o Intertrust Corporate (Services) Limited 190 Elgin Avenue George Town Grand Cayman KY1-9005 Cayman Islands RE: Equity Commitment Ladies and Gentlemen: Sponsor Holdco Merger Agreement Company Parent Merger Sub Merger This letter agreement sets forth the commitment of Yiheng Capital, LLC, a Delaware limited liability company, on behalf of funds managed] [ROLLOVER AND SUPPORT AGREEMENT July 30, 2014 Agreement Holdco” Parent Company Schedule A Shareholder Shareholders This ROLLOVER AND SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger WHEREAS, Parent, Harvest Merger Limited, a Cayman Islands exempted company and a direct wholly-owned subsidiary of Parent (“ Shares Owned Shares Schedule A Securities WHEREAS, as of the date hereof, each Shareholder is] [INTERIM INVESTORS AGREEMENT Agreement Chairwoman Valuetrue Investments Founder Grow Grand Founder Parties Sequoia Yiheng Investors Holdco Parent Merger Sub This Interim Investors Agreement (the “ RECITALS Consortium Agreement Consortium WHEREAS, each of the Investors or their respective Affiliates executed an Amended and Restated Consortium Agreement, dated as of March 18, 2014 (the “ Company Merger Agreement Merger WHEREAS, on the] [LIMITED GUARANTEE LIMITED GUARANTEE, Limited Guarantee Guarantor Guaranteed Party 1. GUARANTEE. Merger Agreement Parent Merger Sub Merger Guaranteed Percentage provided Cap provided further it being understood Schedule A Other Guarantor Other Guarantee (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented] [LIMITED GUARANTEE LIMITED GUARANTEE, Limited Guarantee Guarantor Guaranteed Party 1. GUARANTEE. Merger Agreement Parent Merger Sub Merger Guaranteed Percentage provided Cap provided further it being understood Schedule A Other Guarantor Other Guarantee (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented] [LIMITED GUARANTEE LIMITED GUARANTEE, Limited Guarantee Guarantors Guarantor Guaranteed Party 1. GUARANTEE. Merger Agreement Parent Merger Sub Merger Schedule A Individual Guaranteed Percentage Aggregate Guaranteed Percentage provided Aggregate Cap Individual Cap provided further it being understood Schedule B Other Guarantor Other Guarantee (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as] [LIMITED GUARANTEE LIMITED GUARANTEE, Limited Guarantee Guarantor Guaranteed Party 1. GUARANTEE. Merger Agreement Parent Merger Sub Merger Guaranteed Percentage provided Cap provided further it being understood Schedule A Other Guarantor Other Guarantee (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented] [CUSIP No. 521168 104 Page 2 of 17 1 NAME OF REPORTING PERSON SEQUOIA CAPITAL CHINA I, L.P. (“SCC I”) IRS Identification No. 20-3514012 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ¨ x (a) 3 SEC USE ONLY]

By | 2016-03-14T04:50:41+00:00 August 1st, 2014|Categories: Chinese Stocks, GAGA, SEC Original|Tags: , , , , , |0 Comments

MONT [MONTAGE TECHNOLOGY] 8-K: (Original Filing)

[Montage Announces Shareholder Approval for Acquisition by Shanghai Pudong Science and Technology Investment Co. Ltd. SHANGHAI, China, AUGUST 1, 2014 At the EGM, shareholders constituting a valid quorum were present in person or by proxy and approved all of the resolutions proposed in the EGM notice, which included approval, by special resolution, of (1) the Merger, (2) the Merger Agreement] [Item 5.07. Submission of Matters to a Vote of Security Holders. Proposal 1 — Approval of the Merger and Authorization and Approval of the Merger Agreement For Against Abstain]

By | 2016-03-20T01:27:09+00:00 August 1st, 2014|Categories: Chinese Stocks, MONT, SEC Original|Tags: , , , , , |0 Comments

GAGA [Le Gaga] SC 13D/A: EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among

[EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among HARVEST PARENT LIMITED, HARVEST MERGER LIMITED and LE GAGA HOLDINGS LIMITED Dated as of July 30, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 2 Section 1.01. Certain Defined Terms 2 Section 1.02. Other Defined Terms 11 Section 1.03. Interpretation; Headings 13 ARTICLE II THE MERGER 13 Section 2.01. The Merger] [Execution Version Dated 30 July 2014 Facility Agreement relating to a US$30,000,000 Term Loan Facility between Harvest Holdings Limited as an Original Obligor Harvest Parent Limited as Original Guarantor Harvest Merger Limited as Borrower and China Minsheng Banking Corp., Ltd., Hong Kong Branch as Lender White & Case Pte. Ltd. 9th Floor Central Tower 28 Queen’s Road Central Hong Kong,] [EQUITY COMMITMENT LETTER July 30, 2014 Harvest Holdings Limited c/o Intertrust Corporate (Services) Limited 190 Elgin Avenue George Town Grand Cayman KY1-9005 Cayman Islands RE: Equity Commitment Ladies and Gentlemen: Sponsor Holdco Merger Agreement Company Parent Merger Sub Merger This letter agreement sets forth the commitment of Yiheng Capital, LLC, a Delaware limited liability company, on behalf of funds managed] [ROLLOVER AND SUPPORT AGREEMENT July 30, 2014 Agreement Holdco” Parent Company Schedule A Shareholder Shareholders This ROLLOVER AND SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger WHEREAS, Parent, Harvest Merger Limited, a Cayman Islands exempted company and a direct wholly-owned subsidiary of Parent (“ Shares Owned Shares Schedule A Securities WHEREAS, as of the date hereof, each Shareholder is] [INTERIM INVESTORS AGREEMENT Agreement Chairwoman Valuetrue Investments Founder Grow Grand Founder Parties Sequoia Yiheng Investors Holdco Parent Merger Sub This Interim Investors Agreement (the “ RECITALS Consortium Agreement Consortium WHEREAS, each of the Investors or their respective Affiliates executed an Amended and Restated Consortium Agreement, dated as of March 18, 2014 (the “ Company Merger Agreement Merger WHEREAS, on the] [LIMITED GUARANTEE LIMITED GUARANTEE, Limited Guarantee Guarantor Guaranteed Party 1. GUARANTEE. Merger Agreement Parent Merger Sub Merger Guaranteed Percentage provided Cap provided further it being understood Schedule A Other Guarantor Other Guarantee (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented] [LIMITED GUARANTEE LIMITED GUARANTEE, Limited Guarantee Guarantor Guaranteed Party 1. GUARANTEE. Merger Agreement Parent Merger Sub Merger Guaranteed Percentage provided Cap provided further it being understood Schedule A Other Guarantor Other Guarantee (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented] [LIMITED GUARANTEE LIMITED GUARANTEE, Limited Guarantee Guarantors Guarantor Guaranteed Party 1. GUARANTEE. Merger Agreement Parent Merger Sub Merger Schedule A Individual Guaranteed Percentage Aggregate Guaranteed Percentage provided Aggregate Cap Individual Cap provided further it being understood Schedule B Other Guarantor Other Guarantee (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as] [LIMITED GUARANTEE LIMITED GUARANTEE, Limited Guarantee Guarantor Guaranteed Party 1. GUARANTEE. Merger Agreement Parent Merger Sub Merger Guaranteed Percentage provided Cap provided further it being understood Schedule A Other Guarantor Other Guarantee (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented] [CUSIP No. 521168 104 Page 2 of 17 1 NAME OF REPORTING PERSON SEQUOIA CAPITAL CHINA I, L.P. (“SCC I”) IRS Identification No. 20-3514012 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ¨ x (a) 3 SEC USE ONLY]

By | 2016-03-14T04:51:49+00:00 August 1st, 2014|Categories: Chinese Stocks, GAGA, Webplus ver|Tags: , , , , , |0 Comments

MONT [MONTAGE TECHNOLOGY] 8-K: Montage Announces Shareholder Approval for Acquisition by Shanghai

[Montage Announces Shareholder Approval for Acquisition by Shanghai Pudong Science and Technology Investment Co. Ltd. SHANGHAI, China, AUGUST 1, 2014 At the EGM, shareholders constituting a valid quorum were present in person or by proxy and approved all of the resolutions proposed in the EGM notice, which included approval, by special resolution, of (1) the Merger, (2) the Merger Agreement] [Item 5.07. Submission of Matters to a Vote of Security Holders. Proposal 1 — Approval of the Merger and Authorization and Approval of the Merger Agreement For Against Abstain]

By | 2016-03-20T01:28:08+00:00 August 1st, 2014|Categories: Chinese Stocks, MONT, Webplus ver|Tags: , , , , , |0 Comments

CCCL [China Ceramics] 20-F/A: (Original Filing)

[] [Certification I, Huang Jia Dong, certify that: 1. I have reviewed this annual report on Form 20-F of China Ceramics Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [Certification I, Hen Man Edmund, certify that: 1. I have reviewed this annual report on Form 20-F of China Ceramics Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] []

By | 2016-03-14T20:59:16+00:00 August 1st, 2014|Categories: CCCL, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments

OIIM [O2MICRO INTERNATIONAL] 6-K: (Original Filing)

[CONTENTS CORPORATE INFORMATION 1 CHAIRMAN’S STATEMENT 2 4 FINANCIAL HIGHLIGHTS 7 -i- CORPORATE INFORMATION Independent Auditor Deloitte & Touche Legal counsel Morrison & Foerster LLP Palo Alto office 755 Page Mill Road Palo Alto, California 94304 USA Maples and Calder PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands Board of Directors Executive Directors Sterling Du (Chairman, Chief Executive] [2 http://www.o2micro.com O Proxy Services Corporation 200 A Executive Drive Edgewood, NY 11717 Attention: Greg Penn (Annual Report) You may also request a hard copy of the annual report by calling the toll free number 1-800-555-2470.] [O 2 MICRO INTERNATIONAL LIMITED (Incorporated in the Cayman Islands with limited liability) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, AUGUST 26, 2014 2 O Grand Pavilion Commercial Centre, West Bay Road P.O. Box 32331 SMB, George Town Grand Cayman, Cayman Islands Executive Directors Sterling Du Chuan Chiung “Perry” Kuo James Elvin Keim Independent Non-Executive] [Number 99.1 2013 Annual Report 99.2 2013 Annual Report insert 99.3 Proxy Statement for the annual general meeting of shareholders to be held on August 26, 2014.]

By | 2016-03-28T03:43:13+00:00 August 1st, 2014|Categories: Chinese Stocks, OIIM, SEC Original|Tags: , , , , , |0 Comments

CCCL [China Ceramics] 20-F/A:

[] [Certification I, Huang Jia Dong, certify that: 1. I have reviewed this annual report on Form 20-F of China Ceramics Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [Certification I, Hen Man Edmund, certify that: 1. I have reviewed this annual report on Form 20-F of China Ceramics Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] []

By | 2016-03-14T21:00:07+00:00 August 1st, 2014|Categories: CCCL, Chinese Stocks, Webplus ver|Tags: , , , , , |0 Comments

CCCR [China Commercial Credit] 8-K: (Original Filing)

[Execution Version INVESTOR’S RIGHTS AGREEMENT dated as of July 28, 2014 By and Between CHINA COMMERCIAL CREDIT, INC. and LANGWORTH HOLDINGS LIMITED 1 INVESTOR’S RIGHTS AGREEMENT Agreement Company Holder This INVESTOR’S RIGHTS AGREEMENT (this “ Subscription Agreement Subscription Shares Ordinary Shares WHEREAS, the Company and the Holder entered into a Share Subscription Agreement dated as of the even date hereof] [Execution Version SHARE SUBSCRIPTION AGREEMENT dated as of July 28, 2014 By and Between CHINA COMMERCIAL CREDIT, INC. and LANGWORTH HOLDINGS LIMITED 1 SHARE SUBSCRIPTION AGREEMENT Agreement Company Purchaser This Share Subscription Agreement (this “ BACKGROUND Ordinary Shares The Company wishes to issue and sell to the Purchaser, and the Purchaser wishes to subscribe for and purchase from the Company,] []

By | 2016-03-16T18:28:39+00:00 August 1st, 2014|Categories: CCCR, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments
Skip to toolbar