[reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the the liabilities of]
[I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Huake Kang 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ 3 SEC USE ONLY]
[I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Huake Kang 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ 3 SEC USE ONLY]
[1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pine River Capital Management L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 6. CITIZENSHIP OR PLACE OF ORGANIZATION NUMBER OF]
[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 Queens 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]
[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 Queens 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]
[CUSIP No. 1 NAME OF REPORTING PERSON YH Greenhouse LLC (Yiheng Greenhouse) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ¨ x (a) 3 SEC USE ONLY 4]
[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 Queens 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] [JOINT FILING AGREEMENT Exchange Act Dated: July 30, 2014 NA LAI CHIU VALUETRUE INVESTMENTS LIMITED Na Lai Chiu Director SHING YUNG MA GROW GRAND LIMITED Shing Yung Ma Director XIAOGANG WANG WIN SEASONS HOLDINGS LIMITED Xiaogang Wang Director MING XIA FU HONEYCOMB ASSETS MANAGEMENT LIMITED] [CUSIP No. 521168 104 1. Name of reporting person: Na Lai Chiu 2. Check the appropriate box if a member of a group ¨ ¨ (a) 3. SEC use only 4. Source of funds PF, OO 5.]
