Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard? Transfer of Listing.
In connection with the completion of the Merger, the Company notified the Nasdaq
Stock Market ("NASDAQ") of its intent to remove its common stock, par value
$0.002 ("Company Common Stock") from listing on NASDAQ prior to opening of
trading on May 15, 2020, and requested that NASDAQ file a delisting application
on Form 25 with the Securities and Exchange Commission (the "SEC") to delist and
deregister the Company Common Stock as of May 15, 2020. The Company will file
with the SEC a certification on Form 15 under the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), requesting the suspension of the
Company's reporting obligations under Section 15(d) of the Exchange Act.
Item 3.03. Material Modification to Rights of Security Holders.
On May 15, 2020, pursuant to the terms of the Merger Agreement, each share of
Company Common Stock issued and outstanding immediately prior to the effective
time of the Merger, other than shares held by Parent (representing shares
contributed to Parent by Mr. Xiaoping Zhang, Ms. Shuping Chi and Mr. Xiaofeng
Zhang) which shares have been cancelled for no consideration, was canceled and
automatically converted into the right to receive $4.72 per share in cash,
without interest.
Item 5.01. Changes in Control of Registrant.
On May 15, 2020, Parent consummated the acquisition of 100% of the outstanding
voting securities of the Company through the Merger. The Company is the
surviving corporation after the Merger and is a wholly owned subsidiary of
Parent.
The aggregate consideration paid in connection with the Merger was approximately
$37.5 million. The consideration was funded through equity contributions in cash
as contemplated by the equity commitment letter, dated as of November 29, 2019,
between Parent and Ruili Group Co., Ltd.
This description of the Merger does not purport to be complete and is qualified
in its entirety by reference to the Merger Agreement, which is attached as
Exhibit 2.1 hereto and incorporated herein by reference. A copy of the press
release announcing the completion of the Merger is attached as Exhibit 99.1
hereto and incorporated herein by reference.
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Item 5.02. Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
In connection with the consummation of the Merger on May 15, 2020, the following
individuals submitted their resignations and ceased to be members of the board
of directors of the Company: Xiaofeng Zhang, Shuping Chi, Binghua Feng, Huilin
Wang, Jianghua Feng, Jinbao Liu, Xiao Lin ?and Yuhong Li. Xiaoping Zhang remains
as the Company's sole director following the consummation of the Merger.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws? Change in
Fiscal Year.
Pursuant to the terms of the Merger Agreement, at the consummation of the Merger
on May 15, 2020, the amended and restated certificate of incorporation of the
Company as in effect immediately prior to the Merger were amended and restated
and, as so amended and restated, have become the amended and restated
certificate of incorporation of the surviving corporation. A copy of the amended
and restated certificate of incorporation of the Company is attached as Exhibit
3.1 hereto and is incorporated herein by reference.
Pursuant to the terms of the Merger Agreement, at the consummation of the Merger
on May 15, 2020, the bylaws of the Company as in effect immediately prior to the
Merger were amended and restated and, as so amended and restated, have become
the amended and restated bylaws of the surviving corporation. A copy of the
amended and restated bylaws of the Company is attached as Exhibit 3.2 hereto and
is incorporated herein by reference.
Item 8.01. Other Events.
On May 15, 2020, the Company issued a press release announcing the completion of
the Merger, which press release is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
2.1 Agreement and Plan of Merger, dated as of November 29, 2019, by and
among the Company, Parent and Merger Sub (Incorporated by reference to
Exhibit 2.1 of the Company's Current Report on Form 8-K filed on
December 2, 2019)
3.1 Amended and Restated Certificate of Incorporation, effective as of May
15, 2020
3.2 Amended and Restated Bylaws, effective as of May 15, 2020
99.1 Press Release, dated May 15, 2020
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