General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 20 92K
3: EX-99 Ex. 2 - Spa (Brightcenter) 10 39K
4: EX-99 Ex. 3 - Spa (Gain Thousand) 10 39K
2: EX-99 Ex.1 - Joint Filer Information 2 10K
7: EX-99 Ex.10 - Non-Compete (Ma) 10 27K
8: EX-99 Ex.11 - Non-Compete (Ling) 10 26K
5: EX-99 Ex.4 - Spa (Develop) 10 39K
6: EX-99 Ex.9 - Non-Compete (Zhang) 10 27K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
China Mobile Media Technology Inc.
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(Name of Company)
Common Stock, $0.001 par value
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(Title of class of securities)
169050C109
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(CUSIP number)
Jamie Tadelis, General Counsel
Abax Lotus Ltd.
c/o Abax Global Capital (Hong Kong) Limited
Suite 6708, 67/F Two International Finance Centre
8 Finance Street
Central, Hong Kong SAR
+852 3602 1800
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(Name, address and telephone number of person authorized to
receive notices and communications)
October 26, 2007
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
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 Securities Exchange Act of
1934 ("ACT") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 169050C109 13D Page 2
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1 NAME OF REPORTING PERSON: Abax Lotus Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [X]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS: W/C
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands,
British West Indies
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7 SOLE VOTING POWER: 0
----------------------------------------------------------------
8 SHARED VOTING POWER: 7,065,592 (1)
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER: 0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 7,065,592 (1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 7,065,592 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [X] (1)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.9% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
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------------------------
(1) The Reporting Person owns 4,500,000 shares of Common Stock (as further
described herein). The Reporting Person owns warrants to purchase up to
12,000,000 shares of Common Stock (as further described herein). However,
pursuant to the terms of the agreement governing the warrants, the
Reporting Person is prohibited from purchasing shares of Common Stock
pursuant to the warrants that would give the Reporting Person beneficial
ownership of more than 9.9% of the total outstanding shares of Common Stock
at the time of exercise. Accordingly, the number of shares reported in this
Statement includes the 4,500,000 shares of Common Stock currently owned by
the Reporting Person and the exercise of 2,565,592 of the warrants for a
total of 7,065,592 shares, which represents 9.9% of the Common Stock
outstanding as of the date hereof and as indicated herein. Dr. Zhang
Zhengyu ("MR. ZHANG"), Mr. Ma Qing ("MR. MA") and Ms. Li Ming ("MS. LI",
collectively with Mr. Zhang and Mr. Ma, the "CONTROLLING SHAREHOLDERS")
collectively own 36,200,000 shares of Common Stock, as set forth in the
Investors Rights Agreement (as hereinafter defined). If the Reporting
Persons and the Controlling Shareholders were deemed to be a group by
virtue of the arrangements described in Items 4 and 6 of this Statement,
such group would be deemed to beneficially own 43,265,592 shares of Common
Stock as of the date hereof or 52,700,000 shares of Common Stock if all of
the Warrants were to be exercised by the Reporting Person without
limitation. The Reporting Persons expressly disclaim beneficial ownership
of the shares of Common Stock owned by the Controlling Shareholders.
(2) Please refer to the disclosure above. If the Reporting Persons and the
Controlling Shareholders were deemed to be a group by virtue of the
arrangements described in Items 4 and 6 of this Statement, such group would
be deemed to beneficially own approximately 60.6% of the Common Stock as of
the date hereof or 73.8% of the Common Stock if all of the Warrants were to
be exercised by the Reporting Person without limitation.
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CUSIP No. 169050C109 13D Page 3
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1 NAME OF REPORTING PERSON: Abax Global Opportunities Fund
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [X]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS: AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands, British
West Indies
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7 SOLE VOTING POWER: 0
----------------------------------------------------------------
8 SHARED VOTING POWER: 7,065,592 (1)
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER: 0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 7,065,592 (1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 7,065,592 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [X] (1)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.9% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
--------------------------------------------------------------------------------
------------------------
(1) The Reporting Person owns 4,500,000 shares of Common Stock (as further
described herein). The Reporting Person owns warrants to purchase up to
12,000,000 shares of Common Stock (as further described herein). However,
pursuant to the terms of the agreement governing the warrants, the
Reporting Person is prohibited from purchasing shares of Common Stock
pursuant to the warrants that would give the Reporting Person beneficial
ownership of more than 9.9% of the total outstanding shares of Common Stock
at the time of exercise. Accordingly, the number of shares reported in this
Statement includes the 4,500,000 shares of Common Stock currently owned by
the Reporting Person and the exercise of 2,565,592 of the warrants for a
total of 7,065,592 shares, which represents 9.9% of the Common Stock
outstanding as of the date hereof and as indicated herein. The Controlling
Shareholders collectively own 36,200,000 shares of Common Stock, as set
forth in the Investors Rights Agreement (as hereinafter defined). If the
Reporting Persons and the Controlling Shareholders were deemed to be a
group by virtue of the arrangements described in Items 4 and 6 of this
Statement, such group would be deemed to beneficially own 43,265,592 shares
of Common Stock as of the date hereof or 52,700,000 shares of Common Stock
if all of the Warrants were to be exercised by the Reporting Person without
limitation. The Reporting Persons expressly disclaim beneficial ownership
of the shares of Common Stock owned by the Controlling Shareholders.
(2) Please refer to the disclosure above. If the Reporting Persons and the
Controlling Shareholders were deemed to be a group by virtue of the
arrangements described in Items 4 and 6 of this Statement, such group would
be deemed to beneficially own approximately 60.6% of the Common Stock as of
the date hereof or 73.8% of the Common Stock if all of the Warrants were to
be exercised by the Reporting Person without limitation.
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CUSIP No. 169050C109 13D Page 4
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1 NAME OF REPORTING PERSON: Abax Upland Fund LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
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7 SOLE VOTING POWER: 0
----------------------------------------------------------------
8 SHARED VOTING POWER: 7,065,592 (1)
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9 SOLE DISPOSITIVE POWER: 0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 7,065,592 (1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 7,065,592 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [X] (1)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.9% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: OO
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------------------------
(1) The Reporting Person owns 4,500,000 shares of Common Stock (as further
described herein). The Reporting Person owns warrants to purchase up to
12,000,000 shares of Common Stock (as further described herein). However,
pursuant to the terms of the agreement governing the warrants, the
Reporting Person is prohibited from purchasing shares of Common Stock
pursuant to the warrants that would give the Reporting Person beneficial
ownership of more than 9.9% of the total outstanding shares of Common Stock
at the time of exercise. Accordingly, the number of shares reported in this
Statement includes the 4,500,000 shares of Common Stock currently owned by
the Reporting Person and the exercise of 2,565,592 of the warrants for a
total of 7,065,592 shares, which represents 9.9% of the Common Stock
outstanding as of the date hereof and as indicated herein. The Controlling
Shareholders collectively own 36,200,000 shares of Common Stock, as set
forth in the Investors Rights Agreement (as hereinafter defined). If the
Reporting Persons and the Controlling Shareholders were deemed to be a
group by virtue of the arrangements described in Items 4 and 6 of this
Statement, such group would be deemed to beneficially own 43,265,592 shares
of Common Stock as of the date hereof or 52,700,000 shares of Common Stock
if all of the Warrants were to be exercised by the Reporting Person without
limitation. The Reporting Persons expressly disclaim beneficial ownership
of the shares of Common Stock owned by the Controlling Shareholders.
(2) Please refer to the disclosure above. If the Reporting Persons and the
Controlling Shareholders were deemed to be a group by virtue of the
arrangements described in Items 4 and 6 of this Statement, such group would
be deemed to beneficially own approximately 60.6% of the Common Stock as of
the date hereof or 73.8% of the Common Stock if all of the Warrants were to
be exercised by the Reporting Person without limitation.
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CUSIP No. 169050C109 13D Page 5
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1 NAME OF REPORTING PERSON: Abax Arhat Fund
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [X]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS: AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands, British
West Indies
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7 SOLE VOTING POWER: 0
----------------------------------------------------------------
8 SHARED VOTING POWER: 7,065,592 (1)
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER: 0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 7,065,592 (1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 7,065,592 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [X] (1)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.9% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: OO
--------------------------------------------------------------------------------
------------------------
(1) The Reporting Person owns 4,500,000 shares of Common Stock (as further
described herein). The Reporting Person owns warrants to purchase up to
12,000,000 shares of Common Stock (as further described herein). However,
pursuant to the terms of the agreement governing the warrants, the
Reporting Person is prohibited from purchasing shares of Common Stock
pursuant to the warrants that would give the Reporting Person beneficial
ownership of more than 9.9% of the total outstanding shares of Common Stock
at the time of exercise. Accordingly, the number of shares reported in this
Statement includes the 4,500,000 shares of Common Stock currently owned by
the Reporting Person and the exercise of 2,565,592 of the warrants for a
total of 7,065,592 shares, which represents 9.9% of the Common Stock
outstanding as of the date hereof and as indicated herein. The Controlling
Shareholders collectively own 36,200,000 shares of Common Stock, as set
forth in the Investors Rights Agreement (as hereinafter defined). If the
Reporting Persons and the Controlling Shareholders were deemed to be a
group by virtue of the arrangements described in Items 4 and 6 of this
Statement, such group would be deemed to beneficially own 43,265,592 shares
of Common Stock as of the date hereof or 52,700,000 shares of Common Stock
if all of the Warrants were to be exercised by the Reporting Person without
limitation. The Reporting Persons expressly disclaim beneficial ownership
of the shares of Common Stock owned by the Controlling Shareholders.
(2) Please refer to the disclosure above. If the Reporting Persons and the
Controlling Shareholders were deemed to be a group by virtue of the
arrangements described in Items 4 and 6 of this Statement, such group would
be deemed to beneficially own approximately 60.6% of the Common Stock as of
the date hereof or 73.8% of the Common Stock if all of the Warrants were to
be exercised by the Reporting Person without limitation.
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CUSIP No. 169050C109 13D Page 6
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1 NAME OF REPORTING PERSON: Abax Claremont Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands, British
West Indies
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 0
----------------------------------------------------------------
8 SHARED VOTING POWER: 7,065,592 (1)
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER: 0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 7,065,592 (1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 7,065,592 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [X] (1)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.9% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
--------------------------------------------------------------------------------
------------------------
(1) The Reporting Person owns 4,500,000 shares of Common Stock (as further
described herein). The Reporting Person owns warrants to purchase up to
12,000,000 shares of Common Stock (as further described herein). However,
pursuant to the terms of the agreement governing the warrants, the
Reporting Person is prohibited from purchasing shares of Common Stock
pursuant to the warrants that would give the Reporting Person beneficial
ownership of more than 9.9% of the total outstanding shares of Common Stock
at the time of exercise. Accordingly, the number of shares reported in this
Statement includes the 4,500,000 shares of Common Stock currently owned by
the Reporting Person and the exercise of 2,565,592 of the warrants for a
total of 7,065,592 shares, which represents 9.9% of the Common Stock
outstanding as of the date hereof and as indicated herein. The Controlling
Shareholders collectively own 36,200,000 shares of Common Stock, as set
forth in the Investors Rights Agreement (as hereinafter defined). If the
Reporting Persons and the Controlling Shareholders were deemed to be a
group by virtue of the arrangements described in Items 4 and 6 of this
Statement, such group would be deemed to beneficially own 43,265,592 shares
of Common Stock as of the date hereof or 52,700,000 shares of Common Stock
if all of the Warrants were to be exercised by the Reporting Person without
limitation. The Reporting Persons expressly disclaim beneficial ownership
of the shares of Common Stock owned by the Controlling Shareholders.
(2) Please refer to the disclosure above. If the Reporting Persons and the
Controlling Shareholders were deemed to be a group by virtue of the
arrangements described in Items 4 and 6 of this Statement, such group would
be deemed to beneficially own approximately 60.6% of the Common Stock as of
the date hereof or 73.8% of the Common Stock if all of the Warrants were to
be exercised by the Reporting Person without limitation.
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CUSIP No. 169050C109 13D Page 7
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1 NAME OF REPORTING PERSON: Abax Global Capital
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS: AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands, British
West Indies
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 0
----------------------------------------------------------------
8 SHARED VOTING POWER: 7,065,592 (1)
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER: 0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 7,065,592 (1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 7,065,592 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [X] (1)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.9% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
--------------------------------------------------------------------------------
------------------------
(1) The Reporting Person owns 4,500,000 shares of Common Stock (as further
described herein). The Reporting Person owns warrants to purchase up to
12,000,000 shares of Common Stock (as further described herein). However,
pursuant to the terms of the agreement governing the warrants, the
Reporting Person is prohibited from purchasing shares of Common Stock
pursuant to the warrants that would give the Reporting Person beneficial
ownership of more than 9.9% of the total outstanding shares of Common Stock
at the time of exercise. Accordingly, the number of shares reported in this
Statement includes the 4,500,000 shares of Common Stock currently owned by
the Reporting Person and the exercise of 2,565,592 of the warrants for a
total of 7,065,592 shares, which represents 9.9% of the Common Stock
outstanding as of the date hereof and as indicated herein. The Controlling
Shareholders collectively own 36,200,000 shares of Common Stock, as set
forth in the Investors Rights Agreement (as hereinafter defined). If the
Reporting Persons and the Controlling Shareholders were deemed to be a
group by virtue of the arrangements described in Items 4 and 6 of this
Statement, such group would be deemed to beneficially own 43,265,592 shares
of Common Stock as of the date hereof or 52,700,000 shares of Common Stock
if all of the Warrants were to be exercised by the Reporting Person without
limitation. The Reporting Persons expressly disclaim beneficial ownership
of the shares of Common Stock owned by the Controlling Shareholders.
(2) Please refer to the disclosure above. If the Reporting Persons and the
Controlling Shareholders were deemed to be a group by virtue of the
arrangements described in Items 4 and 6 of this Statement, such group would
be deemed to beneficially own approximately 60.6% of the Common Stock as of
the date hereof or 73.8% of the Common Stock if all of the Warrants were to
be exercised by the Reporting Person without limitation.
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CUSIP No. 169050C109 13D Page 8
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1 NAME OF REPORTING PERSON: Christopher Chung-Yi Hsu
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS: N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 0
----------------------------------------------------------------
8 SHARED VOTING POWER: 7,065,592 (1)
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER: 0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 7,065,592 (1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 7,065,592 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [X] (1)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.9% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IN
--------------------------------------------------------------------------------
------------------------
(1) The Reporting Person owns 4,500,000 shares of Common Stock (as further
described herein). The Reporting Person owns warrants to purchase up to
12,000,000 shares of Common Stock (as further described herein). However,
pursuant to the terms of the agreement governing the warrants, the
Reporting Person is prohibited from purchasing shares of Common Stock
pursuant to the warrants that would give the Reporting Person beneficial
ownership of more than 9.9% of the total outstanding shares of Common Stock
at the time of exercise. Accordingly, the number of shares reported in this
Statement includes the 4,500,000 shares of Common Stock currently owned by
the Reporting Person and the exercise of 2,565,592 of the warrants for a
total of 7,065,592 shares, which represents 9.9% of the Common Stock
outstanding as of the date hereof and as indicated herein. The Controlling
Shareholders collectively own 36,200,000 shares of Common Stock, as set
forth in the Investors Rights Agreement (as hereinafter defined). If the
Reporting Persons and the Controlling Shareholders were deemed to be a
group by virtue of the arrangements described in Items 4 and 6 of this
Statement, such group would be deemed to beneficially own 43,265,592 shares
of Common Stock as of the date hereof or 52,700,000 shares of Common Stock
if all of the Warrants were to be exercised by the Reporting Person without
limitation. The Reporting Persons expressly disclaim beneficial ownership
of the shares of Common Stock owned by the Controlling Shareholders.
(2) Please refer to the disclosure above. If the Reporting Persons and the
Controlling Shareholders were deemed to be a group by virtue of the
arrangements described in Items 4 and 6 of this Statement, such group would
be deemed to beneficially own approximately 60.6% of the Common Stock as of
the date hereof or 73.8% of the Common Stock if all of the Warrants were to
be exercised by the Reporting Person without limitation.
------------------------------------- ---------------------------------
CUSIP No. 169050C109 13D Page 9
------------------------------------- ---------------------------------
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1 NAME OF REPORTING PERSON: Xiang Dong Yang
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS: N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Hong Kong SAR
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 0
----------------------------------------------------------------
8 SHARED VOTING POWER: 7,065,592 (1)
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER: 0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 7,065,592 (1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 7,065,592 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [X] (1)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.9% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IN
--------------------------------------------------------------------------------
------------------------
(1) The Reporting Person owns 4,500,000 shares of Common Stock (as further
described herein). The Reporting Person owns warrants to purchase up to
12,000,000 shares of Common Stock (as further described herein). However,
pursuant to the terms of the agreement governing the warrants, the
Reporting Person is prohibited from purchasing shares of Common Stock
pursuant to the warrants that would give the Reporting Person beneficial
ownership of more than 9.9% of the total outstanding shares of Common Stock
at the time of exercise. Accordingly, the number of shares reported in this
Statement includes the 4,500,000 shares of Common Stock currently owned by
the Reporting Person and the exercise of 2,565,592 of the warrants for a
total of 7,065,592 shares, which represents 9.9% of the Common Stock
outstanding as of the date hereof and as indicated herein. The Controlling
Shareholders collectively own 36,200,000 shares of Common Stock, as set
forth in the Investors Rights Agreement (as hereinafter defined). If the
Reporting Persons and the Controlling Shareholders were deemed to be a
group by virtue of the arrangements described in Items 4 and 6 of this
Statement, such group would be deemed to beneficially own 43,265,592 shares
of Common Stock as of the date hereof or 52,700,000 shares of Common Stock
if all of the Warrants were to be exercised by the Reporting Person without
limitation. The Reporting Persons expressly disclaim beneficial ownership
of the shares of Common Stock owned by the Controlling Shareholders.
(2) Please refer to the disclosure above. If the Reporting Persons and the
Controlling Shareholders were deemed to be a group by virtue of the
arrangements described in Items 4 and 6 of this Statement, such group would
be deemed to beneficially own approximately 60.6% of the Common Stock as of
the date hereof or 73.8% of the Common Stock if all of the Warrants were to
be exercised by the Reporting Person without limitation.
10
ITEM 1. SECURITY AND COMPANY
The title and class of equity securities to which this Statement on
Schedule 13D relates is the common stock, par value $0.001 per share ("COMMON
STOCK"), of China Mobile Media Technology Inc., a Nevada corporation (the
"COMPANY"). The address of the Company's principal executive offices is 9th
Floor, Block C, Intell-Center, No. 18 Zhongguancun East Road, Haidian District,
Beijing, China 100083.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement on Schedule 13D is being filed by and on behalf of:
i. Abax Lotus Ltd., a Cayman Island domiciled exempted company (the
"INVESTOR");
ii. Abax Global Opportunities Fund, a Cayman Island domiciled exempted company
(the "FUND"),
iii. Abax Arhat Fund, a Cayman Island domiciled exempted company ("ARHAT") and
50% owner of the Fund;
iv. Abax Upland Fund LLC, a Delaware limited liability company ("UPLAND") and
50% owner of the Fund;
v. Abax Global Capital, a Cayman Island domiciled exempted company ("ARHAT
SHAREHOLDER") and sole shareholder of Arhat;
vi. Abax Claremont Ltd., a Cayman Island domiciled exempted company ("UPLAND
MANAGING MEMBER") and managing member of Upland;
vii. Christopher Chung-Yi Hsu, a citizen of the United States of America ("MR.
HSU"); and
viii. Xiang Dong Yang, a citizen of Hong Kong, SAR ("MR. YANG").
The entities and individuals in items (i) through (viii) above are
herein sometimes referred to each as a "REPORTING PERSON" and collectively as
the "REPORTING PERSONS."
The address of the principal office of each of the Reporting Persons
is Abax Global Capital (Hong Kong) Limited, Suite 6708, 67/F Two International
Finance Centre, 8 Finance Street, Central, Hong Kong SAR and Mr. Hsu's and Mr.
Yang's business address is also at the foregoing address. Mr. Hsu is the Chief
Executive Officer and Mr. Yang is the President of the Arhat Shareholder.
The Investor is principally involved in the business of investing in
securities. The Fund is principally involved in the business of serving as the
sole shareholder of the Investor and in directing the Investor's investments in
securities. The Arhat Shareholder and Upland Manager Member are principally
involved in the business of providing investment advisory and investment
management services to the Fund and its affiliates and, among other things,
exercises all voting and other powers and privileges attributable to any
securities held for the account of each of the Fund and the Investor. Mr. Hsu
and Mr. Yang are principally involved in the business of serving as the
controlling members of the Arhat Shareholder and Upland Managing Member.
11
During the last five years, none of the Reporting Persons nor, to
the best of their knowledge, any of their respective officers and directors, has
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The 4,500,000 shares of Common Stock (the "SHARES") reported herein
by the Reporting Persons were acquired by the Investor for an aggregate cash
purchase price of $5,400,000, which is subject to upward adjustment on a monthly
basis over a two-year period based on the then current market value of the
Common Stock as described more fully in the stock purchase agreements filed as
Exhibits hereto. The Shares were acquired with working capital of the Investor,
which at any given time may include funds borrowed on margin in the ordinary
course of business and on customary terms.
The Warrants reported herein by the Reporting Persons were acquired
by the Investor for no additional consideration in connection with the execution
of the securities purchase agreement and the issuance of the Notes described in
Item 4 hereof and incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons have acquired the Shares and Warrants for
investment purposes, and such purchases have been made in the Reporting Persons'
ordinary course of business.
STOCK PURCHASE AGREEMENTS
-------------------------
On October 26, 2007, the Investor acquired, in the aggregate,
4,500,000 shares of Common Stock from the following individuals as indicated
below (the "SHARE PURCHASE") pursuant to three stock purchase agreements which
were subsequently amended and restated as of December 28, 2007, in accordance
with Rule 904 of Regulation S promulgated under the Securities Act of 1933, as
amended:
SELLER NUMBER OF SHARES PRICE PER SHARE*
------ ---------------- ----------------
BRIGHTCENTER GROUP LIMITED 1,500,000 $1.20
DEVELOP GOOD INTERNATIONAL LIMITED 1,500,000 $1.20
GAIN THOUSAND LIMITED 1,500,000 $1.20
* This price is subject to upward adjustment on a monthly basis over
a two-year period based on the then current market value of the Common Stock as
described more fully in the stock purchase agreements filed as Exhibits hereto.
The foregoing description of the Share Purchase is qualified in its
entirety by the text of each of the stock purchase agreements, which are
attached to this Statement as Exhibits 2, 3 and 4 and incorporated herein by
reference.
SECURITIES PURCHASE AGREEMENT
-----------------------------
On December 28, 2007, the Investor entered into a securities
purchase agreement with the Company (the "SECURITIES PURCHASE AGREEMENT")
pursuant to which the Investor would (i) purchase up to RMB170,000,000 in
12
aggregate principal amount of Guaranteed Senior Notes due 2014 (the "NOTES") of
Magical Insight Investments Limited, a British Virgin Islands company
("MAGICAL") and a wholly owned subsidiary of the Company, and (ii) be issued
warrants for the purchase of up to 12,000,000 shares of Common Stock of the
Company (the "WARRANTS").
The foregoing description of the Securities Purchase Agreement is
qualified in its entirety by the text of the agreement which is attached to this
Statement as Exhibit 5 and incorporated herein by reference.
The closing of the transactions contemplated by the Securities
Purchase Agreement occurred on January 11, 2008, and in connection therewith,
the Company and/or Magical entered into an Indenture, Information and Inspection
Rights Agreement, Investor Rights Agreement, Warrant Agreement and Equity
Registration Rights Agreement for the benefit of the Investor.
INDENTURE
---------
On January 11, 2008, Magical entered into an Indenture with the
Company, the other guarantors party thereto, and The Hongkong and Shanghai
Banking Corporation Limited, as Trustee, in connection with the issuance of
RMB150,000,000 in aggregate principal amount of Notes. The proceeds of the Notes
are to be used for general working capital, repayment of debt and other general
corporate purposes. The Investor is currently a holder of the Notes issued
pursuant to the Indenture.
The Investor also has an option to purchase an additional
RMB20,000,000 in aggregate principal amount of Notes pursuant to the Securities
Purchase Agreement which will be subject to the same terms and conditions of the
Indenture. This option expires on April 15, 2008.
The Notes bear interest at 9.5% per annum from the first anniversary
of the date of issuance until maturity, subject to certain adjustments. The
entire principal amount of the Notes is due and payable on January 11, 2014,
together with accrued and unpaid interest thereon. In addition to certain
mandatory redemption events (including upon a change of control), Magical has
agreed to redeem the notes as follows:
Date Percentage of Principal Amount
------------------------------------------------------
January 11, 2011 10%
July 11, 2011 10%
January 11, 2012 20%
July 11, 2012 20%
January 11, 2013 20%
July 11, 2013 10%
The Indenture contains a number of reporting and other affirmative
and negative covenants, including covenants limiting the amount of capital
expenditures and debt incurrence by Magical. Magical is also required to pay
certain amounts to the holders of the Notes if the Company has not obtained a
Qualifying Listing (as defined in the Indenture) by January 12, 2009 or if a
Qualified Accounting Firm (as defined in the Indenture) has not been appointed
by the Company by October 10, 2008.
13
To secure its obligations under the Indenture, Magical has granted
to the Collateral Agent (acting on behalf of the holders of the Notes) a
security interest in the equity of Magical's wholly foreign owned subsidiaries
in China, subject to certain regulatory approvals. The Company along with
existing and future subsidiaries of Magical located outside of China act as
guarantors under the Indenture.
The foregoing description of the Indenture is qualified in its
entirety by the text of the agreement which is attached to this Statement as
Exhibit 6 and incorporated herein by reference.
INFORMATION AND INSPECTION RIGHTS AGREEMENT
-------------------------------------------
The Company also entered into an information rights agreement (the
"INFORMATION AND INSPECTION RIGHTS AGREEMENT") that grants the Investor, subject
to applicable law, the right to receive certain information regarding the
Company.
The foregoing description of the Information and Inspection Rights
Agreement is qualified in its entirety by the text of the agreement which is
attached to this Statement as Exhibit 7 and incorporated herein by reference.
INVESTOR RIGHTS AGREEMENT
-------------------------
On January 11, 2008, the Company and the Controlling Shareholders
entered into an investor rights agreement with the Investor (the "INVESTOR
RIGHTS AGREEMENT"). The Controlling Shareholders are beneficial owners of, in
the aggregate, approximately 61.3% of the shares of Common Stock.
The Investor Rights Agreement requires that the Company's Board of
Directors consist of no more than 9 members and grants the Investor the right to
designate one member of the Board. As of the date of this Statement, the
Investor has not exercised this right. Under the terms of the Investor Rights
Agreement, the Investor's designee to the Board of Directors shall be entitled
to serve on any committee of the Board. In addition, so long as the Investor
holds 10% or more of the Notes it purchased under the Securities Purchase
Agreement or at least 3.5% of the Company's issued and outstanding Common Stock,
the Investor's consent shall be required for, among other things, the following
actions: (1) approval of the annual budget; (2) changes in the substantive
responsibilities of any member of senior management; (3) approval of any
transaction that would result in a change of control; (4) changes in the size of
the board of directors of the Company or any of its subsidiaries; (5) amendments
to the charter documents of the Company or any of its subsidiaries; (6) approval
of outside auditors, and (7) approval of any actions outside of the ordinary
course of business.
The Investor Rights Agreement also provides that the Investor shall
have a right of first refusal in the event that the Company proposes to issue
any securities to a purchaser that is not an affiliate of the Company or certain
shareholders propose to sell any of their respective holding to a third party,
or the Company or certain shareholders otherwise accept a bona fide offer from a
third party to acquire the Company or shares of Common Stock, on the same terms
and conditions, including price, as the terms and conditions applying to the
third party.
Finally, the Investor Rights Agreement also provides that upon the
occurrence of certain events, the Investor shall exercise certain of its
warrants (as described below).
14
The foregoing description of the Investor's Rights Agreement above
is qualified in its entirety by the text of the agreement which is attached to
this Statement as Exhibit 8 and incorporated herein by reference.
NON-COMPETITION AGREEMENT
-------------------------
On January 11, 2008, the Investor entered into non-competition
agreements (the "NON-COMPETITION AGREEMENTS") with each of the Controlling
Shareholders. The Non-Competition Agreements require that during the period from
January 11, 2008 and until the Investor or its assignees cease to own any Notes
nor beneficially own at least 2% of the Company's common stock, the Controlling
Shareholders shall not engage in or have any interest in any other entity that
engages in or renders services to a business in competition with the Company, or
otherwise interfere with the business of the Company, including without
limitation: (1) soliciting business similar to the business operated by the
Company (2) soliciting any employee of the Company or (3) inducing any such
employee to terminate his or her employment with the Company or any of its
subsidiaries.
The foregoing description of the Non-Competition Agreements above is
qualified in its entirety by the text of the agreements which is attached to
this Statement as Exhibits 9, 10 and 11, and incorporated herein by reference.
WARRANTS
--------
In connection with the issuance of the Notes, the Company issued to
the Investor, for no additional consideration, warrants to purchase an aggregate
of 12,000,000 shares of Common Stock at an initial exercise price of $2.00 per
share, in each case subject to adjustment as described in the Warrant Agreement.
The Warrants will expire on June 30, 2014. The Warrants are currently
exercisable. In addition, pursuant to the Investor Rights Agreement, (i) upon
the occurrence of, and simultaneously with the listing of the Common Stock of
the Company on the Nasdaq Capital Market, Global Market, Global Select Market or
the New York Stock Exchange and the Company's effectiveness of a registration
statement with the SEC to register all the shares issuable upon exercise of the
Warrants (the "WARRANT SHARES"), if (x) the volume weighted average closing
price per share of Common Stock for a 20-trading day period exceeds $7.00, then
the Investor shall within 5 trading days thereafter exercise not less than 50%
of the outstanding Warrants and (y) the volume weighted average closing price
per share of Common Stock for a 20-trading day period exceeds $9.00, then the
Investor shall within 5 trading days thereafter exercise all of the outstanding
Warrants and (ii) if on January 1, 2014, any Warrant remains unexercised, or if
any Event of Default has occurred and is continuing at such time under the
Indenture, then the Company agrees to and shall, redeem the Warrants for a
redemption price of $1.00 per share.
The Investor may not exercise the Warrants to the extent that the
number of shares of Common Stock beneficially owned by the Investor would,
following such exercise, exceed 9.9% of the outstanding shares of Common Stock
at the time of exercise.
The description of the Warrants is qualified in its entirety by the
text of the agreement and the warrant certificate which are attached to this
Statement as Exhibit 12 and incorporated herein by reference.
15
EQUITY REGISTRATION RIGHTS AGREEMENT
------------------------------------
On January 11, 2008, the Company entered into an Equity Registration
Rights Agreement with the Investor, under which the Company has agreed to file
with the SEC and maintain the effectiveness of a registration statement for the
shares of Common Stock to be issued upon the exercise of the Warrants. The
Company will file the registration statement as soon as reasonably practicable
after January 11, 2008 and must obtain the effectiveness of the registration
statement no later than June 9, 2008, subject to the prior registration rights
of other investors in the Common Stock. The Equity Registration Rights Agreement
requires the Company to maintain the effectiveness of the registration statement
until either all shares of Common Stock registered thereunder have been sold or
all shares of Common Stock registered thereunder may be sold without
restrictions under Rule 144 of the Securities Act.
If registration statement is not declared effective by the SEC by
July 11, 2008 or if the Company does not maintain the effectiveness of the
registration statement, the Company is required to pay to the holders of Warrant
Shares an aggregate amount of $80,000 for each 30 day period until July 11,
2009, during which such default remains and thereafter an aggregate amount of
$500,000 for each six-month period until June 30, 2014 until effectiveness is
obtained or restored.
The foregoing description of the Equity Registration Rights
Agreement is qualified in its entirety by the text of the agreement which is
attached to this Statement as Exhibit 13 and incorporated herein by reference.
In pursuing their investment purposes, the Reporting Persons may,
subject to applicable law and the agreements disclosed in this Statement on
Schedule 13D, further purchase, hold, vote, trade, dispose or otherwise deal in
the securities of the Company at times, and in such manner, as they deem
advisable to benefit from changes in market prices of such securities, changes
in the Company's operations, business strategy or prospects, or from a sale or
merger of the Company. To evaluate such alternatives, the Reporting Persons will
routinely monitor the Company's operations, prospects, business development,
management, competitive and strategic matters, capital structure, and prevailing
market conditions, as well as alternative investment opportunities, liquidity
requirements of the Reporting Persons and other investment considerations.
Consistent with their investment purpose, the Reporting Persons may,
subject to applicable law and the terms of any confidentiality agreement with
the Company, engage in communications regarding such matters with members of
management and the Board of Directors of the Company, other current or
prospective shareholders, industry analysts, existing or potential strategic
partners or competitors, investment and financing professionals, sources of
credit and other investors. Such factors and discussions may materially affect,
and result in, the Reporting Persons, subject to applicable law, modifying their
ownership of securities of the Company, exchanging information with the Company,
proposing changes in the Company's operations, governance or capitalization, or
in proposing one or more of the other actions described in subsections (a)
through (j) of Item 4 of Schedule 13D.
In addition, the Reporting Persons reserve the right to formulate
other plans and/or make other proposals, and take such actions with respect to
their investment in the Company, including any or all of the actions set forth
in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional
securities of the Company or dispose of all the securities of the Company
beneficially owned by them, in public market or privately negotiated
transactions. The Reporting Persons may at any time reconsider and change their
plans or proposals relating to the foregoing.
16
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) - (b) The responses of the Reporting Persons to Rows (7) through
(13) of the cover pages of this Statement on Schedule 13D are incorporated
herein by reference.(3)
As of the date of this Statement, the Investor directly owns an
aggregate of 4,500,000 shares of Common Stock, representing approximately 7.6%
of the outstanding shares of Common Stock.
As of the date of this Statement, the Investor directly owns an
aggregate of 12,000,000 warrants to purchase shares of Common Stock,
representing, if exercised in full and on a fully diluted basis, approximately
16.8% of the outstanding shares of Common Stock. However, such ownership is
subject to the restriction in the Warrant prohibiting exercise that results in
more than 9.9% of the Common Stock being held by a Warrant holder at the time of
exercise.
As of the date of this Statement, the Shares and the Warrants
(together, the "SECURITIES"), if exercised in full and on a fully diluted basis,
represent approximately 23.1% of the outstanding shares of Common Stock.
However, such ownership is subject to the restriction in the Warrant prohibiting
an exercise that results in more than 9.9% of the Common Stock being held by a
Warrant holder at the time of exercise. Accordingly, as of the date of this
Statement, taking into account the limitations provided for in the warrant
agreement, the Investor would be able to exercise, 2,565,592 of the warrants for
a total of 7,065,592 shares, which represents 9.9% of the Common Stock
outstanding as of the date hereof.
The Securities are beneficially owned, in the aggregate, by the
Investor, the Fund, Arhat, Upland, Arhat Shareholder, Upland Managing Member,
Mr. Hsu and Mr. Yang.
The Fund, as the sole shareholder of the Investor; Arhat, as a 50%
shareholder of the Fund; Upland, as the other 50% shareholder of the Fund; Arhat
Shareholder, as the sole shareholder of Arhat; Upland Managing Member, as the
managing member of Upland; and Mr. Hsu and Mr. Yang as the controlling persons
of Arhat Shareholder and Upland Managing Member, may be deemed to own
beneficially (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) all shares of Common Stock (including the Warrant Shares)
that are owned beneficially and directly by the Investor. Each of Arhat, Upland,
Arhat Shareholder, Upland Managing Member, Mr. Hsu and Mr. Yang disclaims
beneficial ownership of such shares for all other purposes.
All percentages set forth in this paragraph are based on 59,369,615
shares of Common Stock outstanding as of November 10, 2007, as set forth in the
Company's Quarterly Report on Form 10-QSB for the quarterly period ended
September 30, 2007.
(c) Other than as set forth herein, no Reporting Person has
effected any transaction in shares of Common Stock during the sixty (60) days
preceding the date of this Statement.
------------------
(3) If the Reporting Persons and the Controlling Shareholders were deemed to
be a group by virtue of the arrangements described in Items 4 and 6 of
this Statement, such group would be deemed to beneficially own
approximately 60.6% of the Common Stock as of the date hereof or 73.8% of
the Common Stock if all of the Warrants were to be exercised by the
Reporting Person without limitation. The Reporting Persons expressly
disclaim beneficial ownership of the shares of Common Stock owned by the
Controlling Shareholders.
17
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.
The responses of the Reporting Persons under Item 4 hereof are
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement as to Joint Filing of Schedule 13D, dated January
29, 2008 by and among the Investor, the Fund, Arhat, Upland,
Arhat Shareholder, Upland Managing Member, Mr. Hsu and Mr.
Yang (filed herewith)
Exhibit 2 Stock Purchase Agreement as amended and restated on December
28, 2007 by and among Brightcenter Group Limited, the Investor
and the Company (filed herewith)
Exhibit 3 Stock Purchase Agreement as amended and restated on December
28, 2007 by and among Gain Thousand Limited, the Investor and
the Company (filed herewith)
Exhibit 4 Stock Purchase Agreement as amended and restated on December
28, 2007 by and among Develop Good International Limited, the
Investor and the Company (filed herewith)
Exhibit 5 Securities Purchase Agreement, dated December 28, 2007 by and
among the Company, Magical and the Investor (filed as Exhibit
10.1 to the Company's Report on Form 8-K filed January 24,
2008 and hereby incorporated by reference)
Exhibit 6 Indenture, dated January 11, 2008 by and among the Company,
Magical and The Hongkong and Shanghai Banking Corporation
Limited and form of Global Note (filed as Exhibits 4.1 and 4.2
to the Company's Report on Form 8-K filed January 24, 2008 and
hereby incorporated by reference)
Exhibit 7 Investor Rights Agreement by and among the Company, Magical,
Beihai Hi-Tech Wealth Technology Development Co. Ltd., Beijing
Hi-Tech Wealth Communication Technology Co., Ltd., the
Controlling Shareholders and the Investor (filed as Exhibit
10.3 to the Company's Report on Form 8-K filed January 24,
2008 and hereby incorporated by reference)
Exhibit 8 Information and Inspection Rights Agreement dated January 11,
2008 by and between the Company and the Investor (filed as
Exhibit 10.4 to the Company's Report on Form 8-K filed January
24, 2008 and hereby incorporated by reference)
Exhibit 9 Non-Competition Agreement dated January 11, 2008 by and
between the Investor and Mr. Zhang (filed herewith)
Exhibit 10 Non-Competition Agreement dated January 11, 2008 by and
between the Investor and Mr. Ma (filed herewith)
Exhibit 11 Non-Competition Agreement dated January 11, 2008 by and
between the Investor and Ms. Li (filed herewith)
Exhibit 12 Warrant Agreement (including Warrant Certificate) dated
December 28, 2007 and as amended on January 24, 2008, by and
between the Company and The Hongkong and Shanghai Banking
Corporation Limited (filed as Exhibits 4.3, 4.4 and 4.5 to the
18
Company's Report on Form 8-K filed January 24, 2008 and hereby
incorporated by reference)
Exhibit 13 Equity Registration Rights Agreement dated January 11, 2008 by
and between the Company and the Investor (filed as Exhibit
10.2 to the Company's Report on Form 8-K filed January 24,
2008 and hereby incorporated by reference)
19
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: January 29, 2008
ABAX LOTUS LTD.
By: /s/ Jamie Tadelis
---------------------------------
Name: Jamie Tadelis
Title: General Counsel
ABAX GLOBAL OPPORTUNITIES FUND
By: /s/ Jamie Tadelis
---------------------------------
Name: Jamie Tadelis
Title: General Counsel
ABAX ARHAT FUND
By: /s/ Jamie Tadelis
---------------------------------
Name: Jamie Tadelis
Title: General Counsel
ABAX UPLAND FUND, LLC
By: /s/ Jamie Tadelis
---------------------------------
Name: Jamie Tadelis
Title: General Counsel
ABAX GLOBAL CAPITAL
By: /s/ Jamie Tadelis
---------------------------------
Name: Jamie Tadelis
Title: General Counsel
ABAX CLAREMONT LTD.
By: /s/ Jamie Tadelis
---------------------------------
Name: Jamie Tadelis
Title: General Counsel
20
/s/ Christopher Chung-Yi Hsu
--------------------------------
Christopher Chung-Yi Hsu
/s/ Xiang Dong Yang
--------------------------------
Xiang Dong Yang
Dates Referenced Herein and Documents Incorporated by Reference
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