SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Fuling Global Inc., et al. – ‘SC 13E3/A’ on 10/20/20 re: Fuling Global Inc.

On:  Tuesday, 10/20/20, at 9:04am ET   ·   Accession #:  1213900-20-32208   ·   File #:  5-89399

Previous ‘SC 13E3’:  ‘SC 13E3/A’ on 10/9/20   ·   Next & Latest:  ‘SC 13E3/A’ on 11/20/20   ·   4 References:   By:  Fuling Global Inc. – Next & Latest ‘SC 13E3/A’ on 11/20/20 To:  Fuling Global Inc. – ‘SC 13E3’ on 9/18/20 To:  Silver Trillion Investments Ltd. – ‘SC 13D/A’ on 9/1/20 To:  Fuling Global Inc. – ‘6-K’ on / for 9/1/20 

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/20/20  Fuling Global Inc.                SC 13E3/A              2:1.6M Fuling Global Inc.                EdgarAgents LLC/FA
          Celestial Sun Holdings Ltd.
          Charm Grow Holdings Ltd.
          Fuling Mergerco Inc.
          Fuling Parentco Inc.
          Harvest Wind Investment Ltd.
          Mr. Jinxue Jiang
          Mr. Qian (Eugene) Hu
          Mr. Qijun Huang
          Mr. Xinzhong Wang
          Ms. Guilan Jiang
          Ms. Sujuan Zhu
          Silver Trillion Investments Ltd.
          Tengyu International Ltd.
          Zheng Hui Investments Ltd.

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Amendment No.2 to Schedule 13E3                     HTML    106K 
 2: EX-99.1 CHARTER  Proxy Statement of the Company Dated October   HTML    967K 
                20, 2020 (The "Proxy Statement")                                 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2

TO

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

Fuling Global Inc.

(Name of the Issuer)

Fuling Global Inc.

Fuling ParentCo Inc.

Fuling MergerCo Inc.

Ms. Guilan Jiang

Silver Trillion Investments Limited
Ms. Sujuan Zhu

Celestial Sun Holdings Limited
Mr. Qian (Eugene) Hu

Zheng Hui Investments Limited
Mr. Xinzhong Wang

Charm Grow Holdings Limited
Mr. Jinxue Jiang

Tengyu International Limited
Mr. Qijun Huang

Harvest Wind Investment Limited

(Names of Persons Filing Statement)

Ordinary Shares, par value $0.001 per share
(Title of Class of Securities)

G3729B 102
(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

This statement is filed in connection with (check the appropriate box):

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

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

INTRODUCTION

This Amendment No. 2 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) Fuling Global Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), the issuer of the ordinary shares, par value US $0.001 per share (each, a “Share” and collectively, the “Shares”); (b) Fuling ParentCo Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), (c) Fuling MergerCo Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned Subsidiary of Parent (“Merger Sub”), (d) Ms. Guilan Jiang (“Ms. Jiang”), founder, chairwoman of the board of directors of the Company (the “Board”) and chief operating officer of the Company, and Silver Trillion Investments Limited (“Silver Trillion” or the “Founder Entity”), a limited liability company incorporated under the laws of the British Virgin Islands and controlled by Ms. Jiang; (e) Ms. Sujuan Zhu, a director of the Company and an extended family member of Ms. Jiang, and Celestial Sun Holdings Limited, a limited liability company incorporated under the laws of the British Virgin Islands and controlled by Ms. Sujuan Zhu; (f) Mr. Qian (Eugene) Hu, a family member of Ms. Jiang, and Zheng Hui Investments Limited, a limited liability company incorporated under the laws of the British Virgin Islands and controlled by Mr. Qian (Eugene) Hu; (g) Mr. Xinzhong Wang, an extended family member of Ms. Jiang, and Charm Grow Holdings Limited, a limited liability company incorporated under the laws of the British Virgin Islands and controlled by Mr. Xinzhong Wang; (h) Mr. Jinxue Jiang, an extended family member of Ms. Jiang, and Tengyu International Limited, a limited liability company incorporated under the laws of the British Virgin Islands and controlled by Mr. Jinxue Jiang ((d) to (h) together, the “Rollover Shareholders” and Ms. Jiang, Ms. Sujuan Zhu, Mr. Qian (Eugene) Hu, Mr. Xinzhong Wang and Mr. Jinxue Jiang, collectively, the “Founder Family Members”); and (i) Mr. Qijun Huang (“Mr. Huang” or the “Sponsor’), an individual financial investor, and Harvest Wind Investment Limited (“Harvest Wind” or the “Sponsor Entity”), a corporation incorporated under the laws of Hong Kong Special Administrative Region of the People’s Republic of China and controlled by Mr. Qijun Huang (together with the Rollover Shareholders, the “Buyer Group”).

On September 1, 2020, Parent, Merger Sub and the Company entered into an agreement and plan of merger (the “Merger Agreement”) providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving company after the Merger as a wholly owned subsidiary of Parent (the “Merger”).

Prior to or substantially concurrently with the execution and delivery of the Merger Agreement, the Founder Family Members have executed and delivered a support agreement with Parent (the “Support Agreement”), providing that, amongst other things and subject to the terms and conditions set forth therein, the Founder Family Members will (a) vote all of certain 11,083,334 Shares beneficially owned by them (the “Rollover Shares”), in favor of the authorization and approval of the Merger Agreement, the plan of merger required to be registered with the Registrar of Companies of the Cayman Islands in connection with the Merger (the “Plan of Merger”) and the transactions contemplated by the Merger Agreement and the Plan of Merger (collectively, the “Transactions”), including the Merger, and (b) restrict the transfer of all the Rollover Shares owned by him or her, as appropriate, in each case in accordance with the terms of the Support Agreement.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each of the Shares issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive US$2.35 in cash, without interest, except for (a) 11,083,334 Rollover Shares held by the Rollover Shareholders, which will be cancelled and cease to exist without payment of consideration, (b) Shares held by Parent, the Company or any of their respective subsidiaries, which will be cancelled and cease to exist without payment of any consideration or distribution therefor, and (c) Shares held by registered shareholders who have validly exercised and have not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the “CICL”) (the “Dissenting Shares”), which will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of the Dissenting Shares in accordance with Section 238 of the CICL.

The Merger remains subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including obtaining the requisite approval of the shareholders of the Company. The Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, must be authorized and approved by a special resolution of the Company passed by an affirmative vote of the holders of Shares representing at least two-thirds of the Shares present and voting in person or by proxy as a single class at the extraordinary general meeting held in accordance with its memorandum and articles of association. Pursuant to the Support Agreement, the Founder Family Members have agreed to vote all of the Rollover Shares beneficially owned by them, which represent approximately 70.1% of the total number of votes represented by the Company’s issued and outstanding Shares, in favor of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger.

The Company will make available to its shareholders a proxy statement (the “Proxy Statement,” a copy of which is attached as Exhibit (a)-(1) to this Transaction Statement), relating to the extraordinary general meeting of the Company’s shareholders, at which the Company’s shareholders will consider and vote upon, among other proposals, a proposal to authorize and approve the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the Proxy Statement.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto.

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 supplied any information with respect to any other Filing Person.

Item 1    Summary of Term Sheet

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 2    Subject Company Information

(a) Name and Address.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(b) Securities.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) Trading Market and Price.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(d) Dividends.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(e) Prior Public Offerings.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(f) Prior Stock Purchases.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Item 3    Identity and Background of Filing Persons

(a) Name and Address.    Fuling Global Inc. is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Business and Background of Entities.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) Business and Background of Natural Persons.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 4    Terms of the Transaction

(a)-(1) Material Terms—Tender Offers.    Not applicable.

(a)-(2) Material Terms—Merger or Similar Transactions.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) Different Terms.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(d) Appraisal Rights.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(e) Provisions for Unaffiliated Security Holders.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(f) Eligibility of Listing or Trading.    Not applicable.

Item 5    Past Contracts, Transactions, Negotiations and Agreements

(a) Transactions.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Significant Corporate Events.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) Negotiations or Contacts.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(e) Agreements Involving the Subject Company’s Securities.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 6    Purposes of the Transaction and Plans or Proposals

(b) Use of Securities Acquired.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) (1)-(8) Plans.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 7    Purposes, Alternatives, Reasons and Effects

(a) Purposes.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Alternatives.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) Reasons.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(d) Effects.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 8    Fairness of the Transaction

(a) -(b) Fairness; Factors Considered in Determining Fairness.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) Approval of Security Holders.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(d) Unaffiliated Representative.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(e) Approval of Directors.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(f) Other Offers.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 9    Reports, Opinions, Appraisals and Negotiations

(a) Report, Opinion or Appraisal.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Preparer and Summary of the Report, Opinion or Appraisal.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) Availability of Documents.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Shares or his, her or its representative who has been so designated in writing.

Item 10    Source and Amount of Funds or Other Consideration

(a) Source of Funds.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Conditions.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(c) Expenses.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(d) Borrowed Funds.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Item 11    Interest in Securities of the Subject Company

(a) Securities Ownership.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Securities Transactions.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Item 12    The Solicitation or Recommendation

(d) Intent to Tender or Vote in a Going-Private Transaction.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(e) Recommendations of Others.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 13    Financial Statements

(a) Financial Information.    The audited financial statements of the Company for the two years ended December 31, 2019 and 2018 are incorporated herein by reference to the Company's Form 20-F for the year ended December 31, 2019, originally filed on April 15, 2020 (see page F-1 and the following pages).

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(b) Pro Forma Information.    Not applicable.

Item 14    Persons/Assets, Retained, Employed, Compensated or Used

(a) Solicitation or Recommendations.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

(b) Employees and Corporate Assets.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 15    Additional Information

(b) Other Material Information.    The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16    Exhibits

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: October 20, 2020

[Signature Page to Fuling Global Inc. SC 13E-3/A]

[Signature Page to Fuling Global Inc. SC 13E-3/A]

13

---

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13E3/A’ Filing		Date		Other Filings
Filed on:		10/20/20		6-K
		9/1/20		6-K,  SC 13D/A
		4/15/20		20-F
		12/31/19		20-F
		12/31/18		20-F,  6-K
				List all Filings

---

1 Subsequent Filing that References this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/20/20 Fuling Global Inc. SC 13E3/A 1:75K Fuling Global Inc. EdgarAgents LLC/FA

---

3 Previous Filings that this Filing References

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/18/20 Fuling Global Inc. SC 13E3 5:7.2M Fuling Global Inc. EdgarAgents LLC/FA 9/01/20 Fuling Global Inc. 6-K 9/01/20 3:392K EdgarAgents LLC/FA 9/01/20 Silver Trillion Investments Ltd. SC 13D/A 5:372K Fuling Global Inc. Toppan Merrill/FA

↑Top

---

Filing Submission 0001213900-20-032208   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

---

---

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Thu., Apr. 25, 10:19:41.2am ET