UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13E-3
Amendment No. 2
RULE 13E-3
TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities
Exchange Act of 1934)
NOAH EDUCATION HOLDINGS LTD.
(Name of Issuer)
Noah Education Holdings Ltd.
Rainbow Education Holding Limited
Rainbow Education Merger Sub Holding
Limited
Mr. Dong Xu
Jointly Gold Technologies Limited
Mr. Benguo Tang
First Win Technologies Limited
Mr. Xiaotong Wang
Global Wise Technologies Limited
Ms. Siyuan Du
Sunshine Nation Limited
Mr. Qicai Du
Baring Asia II Holdings (22) Limited
The Baring Asia Private Equity Fund II,
L.P. 1
The Baring Asia Private Equity Fund II,
L.P. 2
MSPEA Education Holding Limited
Morgan Stanley Private Equity Asia IV
Holdings Limited
Morgan Stanley Private Equity Asia IV,
L.P.
Morgan Stanley Private Equity Asia IV,
L.L.C.
(Name of Persons Filing Statement)
Ordinary Shares, par value $0.00005 per
share
American Depositary Shares, each representing
one Ordinary Share
(Title of Class of Securities)
G65415 104 (Ordinary Shares)/ 65487R303(American
Depositary Shares)
(CUSIP Number of Class of Securities)
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Noah Education Holdings Limited
Unit F, 33rd Floor, NEO Tower A
Che Gong Miao
Futian District, Shenzhen
Guangdong Province 518040, People’s
Republic of China
Tel: +86-755-8288-9100
Fax: +86-755-8288-9123
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Mr. Dong Xu
Jointly Gold Technologies Limited
Mr. Benguo Tang
First Win Technologies Limited
Mr. Xiaotong Wang
Global Wise Technologies Limited
Ms. Siyuan Du
Sunshine Nation Limited
Mr. Qicai Du
Unit F, 33rd Floor, NEO Tower A
Che Gong Miao
Futian District, Shenzhen
Guangdong Province 518040, People’s
Republic of China
Tel: +86-755-8288-9100
Fax: +86-755-8288-9123
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Baring Asia II Holdings (22) Limited
The Baring Asia Private Equity Fund II,
L.P. 1
The Baring Asia Private Equity Fund II,
L.P. 2
1 Royal Plaza, Royal Avenue, St Peter
Port
Guernsey GY1 2HL
Attention: IPES Director (Guernsey) Limited
Fax: +44 1481 715219
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MSPEA Education Holding Limited
Morgan Stanley Private Equity Asia IV
Holdings Limited
Morgan Stanley Private Equity Asia IV,
L.P.
Morgan Stanley Private Equity Asia IV,
L.L.C.
40th Floor, International Commerce Centre
1 Austin Road West, Kowloon, Hong Kong
SAR
Attention: Ryan Law
Fax: +852 3407 0716
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications on Behalf of Persons
Filing Statement)
with copies to:
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Karen Yan, Esq.
Timothy M. Gardner, Esq.
Latham & Watkins LLP
26th Floor, Two ifc
8 Century Boulevard
Shanghai 200120
People's Republic of China
Fax: +86 21 6101 6001
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Peter Huang, Esq.
Daniel Dusek, Esq.
Skadden, Arps, Slate, Meagher & Flom
LLP
30th Floor, China World Office 2
1 Jianguomenwai Avenue
Beijing 100004,
People’s Republic
of China
Fax: +86 10 6535 5577
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Akiko Mikumo, Esq.
Weil, Gotshal & Manges LLP
29/F Alexandra House
18 Chater Road, Central
Hong Kong
Fax: +852 3015 9354
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This statement is filed in connection with (check the appropriate
box):
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a.
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¨
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The
filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
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b.
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¨
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The
filing of a registration statement under the Securities Act of 1933.
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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:
¨
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CALCULATION OF FILING FEE
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AMOUNT OF
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TRANSACTION VALUATION*
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FILING FEE**
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$33,920,618
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$
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4,369
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*
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Calculated solely for the purpose of determining the filing fee
in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended.
The filing fee is calculated based on the sum of (a) the aggregate cash payment for the
proposed per share cash payment of $2.85 for 11,722,647 outstanding ordinary shares (including
shares represented by American depositary shares) of the issuer subject to the transaction,
and (b) the product of 452,278 ordinary shares issuable under all vested options multiplied
by $1.13 per share (which is the difference between $2.85 per share merger consideration
and the weighted average exercise price of $1.72 per share).
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**
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The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission
Fee Rate Advisory #1 for Fiscal Year 2014 was calculated by multiplying the transaction value by $0.0001288.
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¨
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Check box if any part of the fee is offset as provided
by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
TABLE OF CONTENTS
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ITEM 1.
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Summary of Term Sheet
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1
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ITEM 2.
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Subject Company Information
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1
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ITEM 3.
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Identity and Background of Filing Persons
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2
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ITEM 4.
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Terms of the Transaction
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2
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ITEM 5.
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Past Contracts, Transactions, Negotiations and Agreements
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3
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ITEM 6.
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Purposes of the Transaction and Plans or Proposals
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4
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ITEM 7.
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Purposes, Alternatives, Reasons and Effects
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6
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ITEM 8.
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Fairness of the Transaction
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7
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ITEM 9.
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Reports, Opinions, Appraisals and Negotiations
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9
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ITEM 10.
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Source and Amount of Funds or Other Consideration
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9
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ITEM 11.
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Interest in Securities of the Subject Company
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10
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ITEM 12.
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The Solicitation or Recommendation
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11
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ITEM 13.
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Financial Statements
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11
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ITEM 14.
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Persons/Assets, Retained, Employed, Compensated or
Used
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12
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ITEM 15.
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Additional Information
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12
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ITEM 16.
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Exhibits
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12
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INTRODUCTORY STATEMENT
This amendment No.2 (this “Amendment”)
to the Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (the “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) Noah Education Holdings Ltd., a Cayman Islands company (the “Company”),
the issuer of the ordinary shares, par value $0.00005 per share (each, a “Share” and collectively, the “Shares”),
including Shares represented by American depositary shares (“ADSs”), each representing one Share, that is subject
to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Rainbow Education Holding Limited (“Parent”),
an exempted company with limited liability incorporated in the Cayman Islands; (c) Rainbow Education Merger Sub Holding Limited
(“Merger Sub”), an exempted company with limited liability incorporated in the Cayman Islands; (d) Mr. Dong Xu, one
of the founders and the chairman of the board of directors of the Company; (e) Jointly Gold Technologies Limited, a company incorporated
in the British Virgin Islands; (f) Mr. Benguo Tang, one of the founders and a director of the Company; (g) First Win Technologies
Limited, a company incorporated in the British Virgin Islands; (h) Mr. Xiaotong Wang, one of the founders and a director of the
Company; (i) Global Wise Technologies Limited, a company incorporated in the British Virgin Islands; (j) Ms. Siyuan Du, an employee
of the Company; (k) Sunshine Nation Limited, a company incorporated in the British Virgin Islands; (l) Mr. Qicai Du, a director
of the Company; (m) Baring Asia II Holdings (22) Limited, a company incorporated in the British Virgin Islands; (n) The Baring
Asia Private Equity Fund II, L.P. 1, a limited partnership organized under the laws of Guernsey; (o) The Baring Asia Private Equity
Fund II, L.P. 2, a limited partnership organized under the laws of Guernsey; (p) Morgan Stanley Private Equity Asia IV, L.L.C.,
a limited liability company incorporated under the laws of Delaware; (q) Morgan Stanley Private Equity Asia IV, L.P., an exempted
limited partnership organized under the laws of the Cayman Islands; (r) Morgan Stanley Private Equity Asia IV Holdings Limited,
an exempted company with limited liability incorporated under the laws of the Cayman Islands; and (s) MSPEA Education Holding
Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands. This Amendment amends and
restates in its entirety the information set forth in the Transaction Statement.
This Amendment relates to the agreement
and plan of merger dated as of April 2, 2014 (the “Merger Agreement”), among the Company, Parent and Merger Sub, providing
for the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving
company after the Merger as a wholly-owned subsidiary of Parent.
If the Merger Agreement is approved
by the requisite vote of the Company’s shareholders and the Merger is completed, at the effective time of the Merger, except
as described below, each Share issued and outstanding immediately prior to the effective time of the Merger will be cancelled
in exchange for the right to receive $2.85 and each ADS, representing one Share, will represent the right to receive $2.85 (less
$0.05 per ADS cancellation fees), in each case, in cash, without interest and net of any applicable withholding taxes, other than
(a) certain Shares (including Shares represented by ADSs) held by Mr. Dong Xu, Mr. Benguo Tang, Mr. Xiaotong Wang, Ms. Siyuan
Du, Mr. Qicai Du, Baring Asia II Holdings (22) Limited and their respective affiliates (including Jointly Gold Technologies Limited,
First Win Technologies Limited, Global Wise Technologies Limited, Sunshine Nation Limited, The Baring Asia Private Equity Fund
II, L.P. 1 and The Baring Asia Private Equity Fund II, L.P. 2) (collectively, the “Rollover Shareholders”), (b) Shares
held by the depositary of the ADSs that are not represented by ADSs ((a) and (b) together, the “Excluded Shares”),
all of which will be cancelled at the effective time of the Merger for no consideration; and (c) Shares beneficially owned by
shareholders who have validly exercised and have not effectively withdrawn or lost their dissenters’ rights pursuant to
Section 238 of the Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the “Cayman
Companies Law”), as amended (the “Dissenting Shares”), which will be cancelled at the effective time of the
Merger for the right to receive the fair value of such Shares as determined in accordance with the provisions of the Cayman Companies
Law.
If the Merger is completed, the Company’s
2007 Share Incentive Plan, 2008 Share Incentive Plan and 2011 Share Incentive Plan and all amendments and modifications thereto
(the “Share Incentive Plans”) and any relevant awards agreements applicable to the Share Incentive Plans
will be terminated. At the effective time of the Merger, except with respect to the Rollover Shareholders,
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•
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each vested option to purchase Share granted pursuant to the Share Incentive Plans (a “Company
Option”) that is then outstanding and unexercised will be cancelled in consideration and exchange for the right to receive
a cash amount equal to the excess of $2.85 over the exercise price of such Company Option, without interest and net of any applicable
withholding taxes;
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•
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each vested restricted share unit (a “Company RSU”) and restricted share (a “Company
Restricted Share”) granted pursuant to the Share Incentive Plans that is then outstanding will be cancelled in consideration
and exchange for the right to receive $2.85 in cash, without interest and net of any applicable withholding taxes;
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•
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each unvested Company Option that is then outstanding will be cancelled and converted into and
exchanged for the right to receive a restricted cash award (an “RCA”) in an amount equal to the excess of $2.85 over
the exercise price of such Company Option in cash upon vesting of such RCA, without interest and net of any applicable withholding
taxes. Each RCA shall be subject to the same terms and conditions, including vesting schedules, as were applicable to the corresponding
replaced Company Option without giving effect to the Merger, provided that the vesting schedule for any employee terminated by
the Company without cause within twelve months of the closing of the Merger shall be accelerated by twelve months.;
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each unvested Company RSU and Company Restricted Share that is then outstanding will be cancelled
and converted into and exchanged for the right to receive an RCA of $2.85 in cash upon vesting of such RCA, without interest and
net of any applicable withholding taxes. Each RCA shall be subject to the same terms and conditions, including vesting schedules,
as were applicable to the corresponding replaced Company RSU or Company Restricted Share without giving effect to the Merger, provided
that the vesting schedule for any employee terminated by the Company without cause within twelve months of the closing of the Merger
shall be accelerated by twelve months; and
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•
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each Company Option (whether vested or unvested) that is then outstanding and unexercised shall
be cancelled without any payment therefor if the exercise price of such Company Option is equal to or greater than $2.85.
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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 must be approved by an affirmative vote of shareholders representing two-thirds or more of the Shares present
and voting in person or by proxy as a single class at the extraordinary general meeting of shareholders of the Company.
The Company will make available to its
shareholders a proxy statement (the “Proxy Statement,” a preliminary copy of which is attached as Exhibit (a)(1) to
this Amendment), relating to the extraordinary general meeting of shareholders of the Company, at which the shareholders of the
Company will consider and vote upon, among other proposals, a proposal to authorize, approve and adopt the Merger Agreement, the
Cayman Plan of Merger and the transactions contemplated thereby, including the Merger. As of the date hereof, the Proxy Statement
is in preliminary form and is subject to completion.
The cross-references below are being
supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement (or such other document
incorporated herein by reference) 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 Amendment are qualified in their
entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined in
this Amendment shall have the meanings given to them in the Proxy Statement.
All information contained in this Amendment
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.
The filing of this Amendment shall not
be construed as an admission by any of the Filing Persons or by any affiliate of a Filing Person, that the Company is “controlled”
by any other Filing Person or that any Filing Person is an “affiliate” of the Company within the meaning of Rule 13e-3
under Section 13(e) of the Exchange Act.
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ITEM 1.
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Summary
of Term Sheet
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The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
·
“Summary
Term Sheet”
·
“Questions
and Answers about the Extraordinary General Meeting and the Merger”
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ITEM 2.
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Subject Company Information
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(a)
Name and Address.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
·
“Summary
Term Sheet—The Parties Involved in the Merger”
(b)
Securities.
The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Questions
and Answers about the Extraordinary General Meeting and the Merger”
·
“The
Extraordinary General Meeting—Record Date; Shares and ADSs Entitled to Vote”
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“Security
Ownership of Certain Beneficial Owners and Management of the Company”
(c)
Trading Market and
Price.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
·
“Market
Price of the ADSs, Dividends and Other Matters”
(d)
Dividends.
The
information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
·
“Market
Price of the ADSs, Dividends and Other Matters”
(e)
Prior Public Offerings.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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“Transactions
in the Shares and ADSs”
(f)
Prior Stock Purchases.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
·
“Transactions
in the Shares and ADSs”
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ITEM 3.
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Identity and Background of Filing Persons
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(a)
Name and Address.
Noah Education Holdings Ltd. is the subject company. The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
·
“Summary
Term Sheet—The Parties Involved in the Merger”
·
“Annex
D—Directors and Executive Officers of Each Filing Person”
(b)
Business and Background
of Entities.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary
Term Sheet—The Parties Involved in the Merger”
·
“Annex
D—Directors and Executive Officers of Each Filing Person”
(c)
Business and Background
of Natural Persons.
The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
·
“Summary
Term Sheet—The Parties Involved in the Merger”
·
“Annex
D—Directors and Executive Officers of Each Filing Person”
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ITEM 4.
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Terms of the Transaction
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(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:
·
“Summary
Term Sheet”
·
“Questions
and Answers about the Extraordinary General Meeting and the Merger”
·
“Special
Factors”
·
“The
Extraordinary General Meeting”
·
“The
Agreement and Plan of Merger”
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“Special
Factors—Material United States Federal Income Tax Consequences”
·
“Annex
A—Agreement and Plan of Merger”
(c)
Different Terms.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary
Term Sheet — Interests of the Company’s Executive Officers and Directors in the Merger”
·
“Special
Factors—Effects of the Merger on the Company”
·
“Special
Factors—Interests of Certain Persons in the Merger”
·
“The
Extraordinary General Meeting—Proposals to Be Considered at the Extraordinary General Meeting”
·
“The
Agreement and Plan of Merger”
·
“Annex
A—Agreement and Plan of Merger”
(d)
Appraisal Rights.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary
Term Sheet—Dissenters’ Rights of Shareholders and ADS Holders”
·
“Questions
and Answers about the Extraordinary General Meeting and the Merger”
·
“Dissenters’
Rights”
·
Annex
C—Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised)—Section 238”
(e)
Provisions for Unaffiliated
Security Holders.
·
“Provisions
for Unaffiliated Security Holders”
(f)
Eligibility
of Listing or Trading.
Not applicable.
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ITEM 5.
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Past Contracts, Transactions, Negotiations and Agreements
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(a)
Transactions.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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“Special Factors—Related Party Transactions”
·
“Transactions
in the Shares and ADSs”
(b)
Significant Corporate
Events.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Special
Factors—Background of the Merger”
·
“Special
Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors”
·
“Special
Factors—Purpose and Reasons for the Merger”
·
“Special
Factors—Interests of Certain Persons in the Merger”
·
“The
Agreement and Plan of Merger”
·
“Annex
A—Agreement and Plan of Merger”
(c)
Negotiations or Contacts.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Special
Factors—Background of the Merger”
·
“Special
Factors—Interests of Certain Persons in the Merger”
·
“The
Agreement and Plan of Merger”
·
“Annex
A—Agreement and Plan of Merger”
(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:
·
“Summary
Term Sheet—Plans for the Company after the Merger”
·
“Summary
Term Sheet—Financing of the Merger”
·
“Summary
Term Sheet—Rollover Equity”
·
“Summary
Term Sheet—Share Ownership of the Company Directors and Officers and Voting Commitments”
·
“Special
Factors—Background of the Merger”
·
“Special
Factors—Plans for the Company after the Merger”
·
“Special
Factors—Financing”
·
“Special
Factors—Rollover Equity”
·
“Special
Factors—Interests of Certain Persons in the Merger”
·
“Special
Factors—Voting by the Rollover Shareholders at the Extraordinary General Meeting”
·
“The
Agreement and Plan of Merger”
·
“Transactions
in the Shares and ADSs”
·
“Annex
A—Agreement and Plan of Merger”
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ITEM 6.
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Purposes of the Transaction and Plans or Proposals
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(b)
Use of Securities
Acquired.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary
Term Sheet—Purposes and Effects of the Merger”
·
“Summary
Term Sheet—Plans for the Company after the Merger”
·
“Questions
and Answers about the Extraordinary General Meeting and the Merger”
·
“Special
Factors—Purpose of and Reasons for the Merger”
·
“Special
Factors—Effects of the Merger on the Company”
·
“The
Agreement and Plan of Merger”
·
“Annex
A—Agreement and Plan of Merger”
(c)(1)-(8)
Plans.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary
Term Sheet—The Merger”
·
“Summary
Term Sheet—Purposes and Effects of the Merger”
·
“Summary
Term Sheet—Plans for the Company after the Merger”
·
“Summary
Term Sheet—Financing of the Merger”
·
“Summary
Term Sheet—Rollover Equity”
·
“Summary
Term Sheet — Interests of the Company’s Executive Officers and Directors in the Merger”
·
“Special
Factors—Background of the Merger”
·
“Special
Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors”
·
“Special
Factors—Purpose of and Reasons for the Merger”
·
“Special
Factors—Effects of the Merger on the Company”
·
“Special
Factors—Plans for the Company after the Merger”
·
“Special
Factors—Financing”
·
“Special
Factors—Rollover Equity”
·
“Special
Factors—Interests of Certain Persons in the Merger”
·
“The
Agreement and Plan of Merger”
·
“Annex
A—Agreement and Plan of Merger”
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ITEM 7.
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Purposes, Alternatives, Reasons and Effects
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(a)
Purposes.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary
Term Sheet—Purposes and Effects of the Merger”
·
“Summary
Term Sheet—Plans for the Company after the Merger”
·
“Special
Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors”
·
“Special
Factors—Purpose of and Reasons for the Merger”
(b)
Alternatives.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Special
Factors—Background of the Merger”
·
“Special
Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors”
·
“Special
Factors—Position of the Buyer Group as to the Fairness of the Merger”
·
“Special
Factors—Purpose of and Reasons for the Merger”
·
“Special
Factors—Alternatives to the Merger”
·
“Special
Factors—Effects on the Company if the Merger is not Completed”
(c)
Reasons.
The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary
Term Sheet—Purposes and Effects of the Merger”
·
“Special
Factors—Background of the Merger”
·
“Special
Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors”
·
“Special
Factors—Position of the Buyer Group as to the Fairness of the Merger”
·
“Special
Factors—Purpose of and Reasons for the Merger”
·
“Special
Factors—Effects of the Merger on the Company”
(d)
Effects.
The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary
Term Sheet—Purposes and Effects of the Merger”
·
“Special
Factors—Background of the Merger”
·
“Special
Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors”
·
“Special
Factors—Effects of the Merger on the Company”
·
“Special
Factors—Plans for the Company after the Merger”
·
“Special
Factors—Effects on the Company if the Merger is not Completed”
·
“Special
Factors—Interests of Certain Persons in the Merger”
·
“Special Factors—Material United States Federal Income Tax Consequences”
·
“Special
Factors—Material PRC Income Tax Consequences”
·
“Special
Factors—Material Cayman Islands Tax Consequences”
·
“The
Agreement and Plan of Merger”
·
“Annex
A—Agreement and Plan of Merger”
|
|
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:
·
“Summary
Term Sheet—Recommendations of the Independent Committee and Our Board of Directors”
·
“Summary
Term Sheet—Position of the Buyer Group as to Fairness of the Merger”
·
“Summary Term Sheet—Share Ownership of the Company Directors and Officers and Voting Commitments”
·
“Summary
Term Sheet —Opinion of Financial Advisor to the Independent Committee”
·
“Summary
Term Sheet —
Interests of the Company’s Executive Officers and Directors in the
Merger”
·
“Special
Factors—Background of the Merger”
·
“Special
Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors”
·
“Special
Factors—Position of the Buyer Group as to the Fairness of the Merger”
·
“Special
Factors—Opinion of Duff & Phelps, the Independent Committee’s Financial Advisor”
·
“Special
Factors—Interests of Certain Persons in the Merger”
·
“Annex
B—Opinion of Duff & Phelps as the Independent Committee’s Financial Advisor”
(c)
Approval of Security
Holders.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary
Term Sheet—Shareholder Vote Required to Authorize, Approve and Adopt the Merger Agreement, the Cayman Plan of Merger and
the Transactions Contemplated Thereby, including the Merger”
·
“Questions
and Answers about the Extraordinary General Meeting and the Merger”
·
“Special
Factors—Voting by the Rollover Shareholders at the Extraordinary General Meeting”
·
“The
Extraordinary General Meeting—Vote Required”
(d)
Unaffiliated Representative.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Special
Factors—Background of the Merger”
·
“Special
Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors”
·
“Special
Factors—Opinion of Duff & Phelps, the Independent Committee’s Financial Advisor”
·
“Annex
B—Opinion of Duff & Phelps as the Independent Committee’s Financial Advisor”
(e)
Approval of Directors.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary
Term Sheet—Recommendations of the Independent Committee and Our Board of Directors”
·
“Special
Factors—Background of the Merger”
·
“Special
Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors”
(f)
Other Offers.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Special
Factors—Background of the Merger”
·
“Special
Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors”
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:
·
“Summary
Term Sheet—Opinion of Financial Advisor to the Independent Committee”
·
“Special
Factors—Background of the Merger”
·
“Special
Factors—Opinion of Duff & Phelps, the Independent Committee’s Financial Advisor”
·
“Annex
B—Opinion of Duff & Phelps as the Independent Committee’s Financial Advisor”
(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:
·
“Summary
Term Sheet—Opinion of Financial Advisor to the Independent Committee”
·
“Special
Factors—Opinion of Duff & Phelps, the Independent Committee’s Financial Advisor”
·
“Annex
B—Opinion of Duff & Phelps as the Independent Committee’s Financial Advisor”
(c)
Availability of Documents.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
·
“Where
You Can Find More Information”
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 and ADSs 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:
·
“Summary
Term Sheet—Financing of the Merger”
·
“Summary
Term Sheet—Rollover Equity”
·
“Special
Factors—Financing”
·
“Special
Factors—Rollover Equity”
·
“The
Agreement and Plan of Merger”
·
“Annex
A—Agreement and Plan of Merger”
(b)
Conditions.
The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary
Term Sheet—Financing of the Merger”
·
“Summary
Term Sheet—Rollover Equity”
·
“Special
Factors—Financing”
·
“Special
Factors—Rollover Equity”
(c)
Expenses.
The
information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
·
“Special
Factors—Fees and Expenses”
(d)
Borrowed Funds.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
·
“Summary
Term Sheet—Financing of the Merger”
·
“Summary
Term Sheet—Rollover Equity”
·
“Special
Factors—Financing”
·
“Special
Factors—Rollover Equity”
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:
·
“Summary
Term Sheet—Share Ownership of the Company Directors and Officers and Voting Commitments”
·
“Special
Factors—Interests of Certain Persons in the Merger”
·
“Security
Ownership of Certain Beneficial Owners and Management of the Company”
(b)
Securities Transactions.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
·
“Transactions
in the Shares and ADSs”
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:
·
“Summary
Term Sheet—Share Ownership of the Company Directors and Officers and Voting Commitments”
·
“Questions
and Answers about the Extraordinary General Meeting and the Merger”
·
“Special
Factors—Voting by the Rollover Shareholders at the Extraordinary General Meeting”
·
“The
Extraordinary General Meeting—Vote Required”
·
“Security
Ownership of Certain Beneficial Owners and Management of the Company”
(e)
Recommendations of
Others.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary
Term Sheet—Recommendations of the Independent Committee and Our Board of Directors”
·
“Summary
Term Sheet—Position of the Buyer Group as to Fairness of the Merger”
·
“Summary Term Sheet—Share Ownership of the Company Directors and Officers and Voting Commitments”
·
“Special
Factors—Reasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors”
·
“Special
Factors—Position of the Buyer Group as to the Fairness of the Merger”
·
“The
Extraordinary General Meeting—Our Board’s Recommendation”
ITEM 13. Financial
Statements
(a)
Financial Information.
The audited financial statements of the Company for the two years ended December 31, 2012 and 2013 are incorporated herein
by reference to the Company’s Form 20-F for the year ended June 30, 2013, filed with the SEC on October 31, 2013 (see page
F-1 and following pages).
The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
·
“Financial
Information”
·
“Where
You Can Find More Information”
(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:
·
“The
Extraordinary General Meeting—Solicitation of Proxies”
(b)
Employees and Corporate
Assets.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
·
“Summary
Term Sheet—The Parties Involved in the Merger”
·
“Special
Factors—Interests of Certain Persons in the Merger”
·
“Annex
D—Directors and Executive Officers of Each Filing Person”
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
|
|
(a)-(1)
|
Preliminary Proxy Statement of the Company dated ________, 2014 (the “Proxy Statement”).
|
|
|
(a)-(2)
|
Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement.
|
|
|
(a)-(3)
|
Form of Proxy Card, incorporated herein by reference to the Proxy Statement.
|
|
|
(a)-(4)
|
Form of ADS Voting Instruction Card and Depositary’s Notice of Extraordinary General Meeting of Shareholders of the Company,
incorporated herein by reference to the Proxy Statement.
|
|
|
(a)-(5)
|
Press Release issued by the Company, dated April 2, 2014, incorporated herein by reference to Exhibit 99.1 to the Report on
Form 6-K furnished by the Company to the SEC on April 3, 2014.
|
|
|
(c)-(1)
|
Opinion of Duff & Phelps LLC, dated April 2, 2014, incorporated herein by reference to Annex B to the Proxy Statement.
|
|
|
(c)-(2)
†
|
Discussion
Materials prepared by Duff & Phelps LLC for discussion with the Independent Committee
of the Board of Directors of the Company, dated April 2, 2014.
|
|
|
†
|
Previously
filed on April 28, 2014.
|
|
|
(d)-(1)
|
Agreement and Plan of Merger, dated April 2, 2014, among
the Company, Parent and Merger Sub incorporated herein by reference to Part I of Annex
A to the Proxy Statement.
|
|
|
(d)-(2)
|
Limited Guaranty, dated April 2, 2014, by Mr. Dong Xu in favor of the Company, incorporated herein by reference to Exhibit
7.08 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
|
|
|
(d)-(3)
|
Limited Guaranty, dated April 2, 2014, by Mr. Benguo Tang in favor of the Company, incorporated herein by reference to Exhibit
7.09 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
|
|
|
(d)-(4)
|
Limited Guaranty, dated April 2, 2014, by Mr. Xiaotong Wang in favor of the Company, incorporated herein by reference to Exhibit
7.10 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
|
|
|
(d)-(5)
|
Limited Guaranty, dated April 2, 2014, by Ms. Siyuan Du in favor of the Company, incorporated herein by reference to Exhibit
7.11 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
|
|
|
(d)-(6)
|
Limited Guaranty, dated April 2, 2014, by Mr. Qicai Du in favor of the Company, incorporated herein by reference to Exhibit
7.12 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
|
|
|
(d)-(7)
|
Limited Guaranty, dated April 2, 2014, by Morgan Stanley Private Equity Asia IV Holdings Limited in favor of the Company, incorporated
herein by reference to Exhibit 7.07 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
|
|
|
(d)-(8)
|
Limited Guaranty, dated April 2, 2014, by The Baring Asia Private Equity Fund II, L.P. 1 and The Baring Asia Private Equity
Fund II, L.P. 2 in favor of the Company, incorporated herein by reference to Exhibit 7.13 to the amendment to Schedule 13D filed
with the SEC on April 4, 2014.
|
|
|
(d)-(9)
|
Support Agreement, dated April 2, 2014, among Parent, Jointly Gold Technologies Limited, First
Win Technologies Limited, Global Wise Technologies Limited, Sunshine Nation Limited, Mr. Du Qicai and
Baring
Asia II Holdings (22) Limited, incorporated herein by reference to Exhibit 7.06 to the amendment to Schedule 13D filed with the
SEC on April 4, 2014.
|
|
|
(d)-(10)
|
Interim Investors Agreement, dated April 2, 2014, among Mr. Dong Xu, Mr. Benguo Tang, Mr. Xiaotong Wang, Ms. Siyuan Du, Mr.
Qicai Du, Baring Asia II Holdings (22) Limited and MSPEA Education Holding Limited, incorporated herein by reference to Exhibit
7.14 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
|
|
|
(d)-(11)
|
Guarantee, dated April 2, 2014, by Morgan Stanley Private Equity Asia IV Holdings Limited in favor of Mr. Dong Xu, Mr. Benguo
Tang, Mr. Xiaotong Wang, Ms. Siyuan Du, Mr. Qicai Du and Baring Asia II Holdings (22) Limited, incorporated herein by reference
to Exhibit 7.15 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
|
|
|
(d)-(12)
|
Guarantee, dated April 2, 2014, by The Baring Asia Private Equity Fund II, L.P. 1 and The Baring Asia Private Equity Fund II,
L.P. 2 in favor of Mr. Dong Xu, Mr. Benguo Tang, Mr. Xiaotong Wang, Ms. Siyuan Du, Mr. Qicai Du and MSPEA Education Holding Limited,
incorporated herein by reference to Exhibit 7.16 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
|
|
|
(d)-(13)
|
Equity Commitment Letter, dated April 2, 2014, between Parent and Morgan Stanley Private Equity Asia IV Holdings Limited, incorporated
herein by reference to Exhibit 7.05 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
|
|
|
(d)-(14)
|
Amendment
No. 1 to the Agreement and Plan of Merger, dated June 9, 2014, among the Company,
Parent and Merger Sub incorporated herein by reference to Part II of Annex A to the
Proxy Statement.
|
|
|
(d)-(15)
|
Amendment
No. 1 to Support Agreement, dated June 9, 2014, among Parent, Jointly Gold
Technologies Limited, First Win Technologies Limited, Global Wise Technologies Limited,
Sunshine Nation Limited, Mr. Du Qicai and Baring Asia II Holdings (22) Limited, incorporated
herein by reference to Exhibit 7.17 to the Schedule 13D filed with the SEC on June
9, 2014.
|
|
|
(d)-(16)
|
Amendment
No. 1 to Equity Commitment Letter, dated June 9, 2014, between Parent and
Morgan Stanley Private Equity Asia IV Holdings Limited, incorporated herein by reference
to Exhibit 7.18 to the Schedule 13D filed with the SEC on June 9, 2014.
|
|
|
(f)-(1)
|
Dissenters’ Rights, incorporated herein by reference to the section entitled “Dissenters’ Rights” in
the Proxy Statement.
|
|
|
(f)-(2)
|
Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by
reference to Annex C to the Proxy Statement.
|
SIGNATURE
After due inquiry and to the best of my
knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.
Dated: June 18, 2014
|
|
Noah Education Holdings Ltd.
|
|
|
|
|
|
|
By:
|
/s/ Dora Li
|
|
|
Name:
|
Dora Li
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
|
|
Rainbow Education Holding Limited
|
|
|
|
|
|
|
By:
|
/s/ Ryan Law
|
|
|
Name:
|
Ryan Law
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
Rainbow Education Merger Sub Holding Limited
|
|
|
|
|
|
|
By:
|
/s/ Ryan Law
|
|
|
Name:
|
Ryan Law
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
Dong Xu
|
|
|
|
|
|
|
By:
|
/s/ Dong Xu
|
|
|
|
|
|
|
Jointly Gold Technologies Limited
|
|
|
|
|
|
|
By:
|
/s/ Dong Xu
|
|
|
Name:
|
Dong Xu
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
Benguo Tang
|
|
|
|
|
|
|
By:
|
/s/ Benguo Tang
|
|
|
First Win Technologies Limited
|
|
|
|
|
|
By:
|
/s/ Benguo Tang
|
|
|
Name:
|
Benguo Tang
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
Xiaotong Wang
|
|
|
|
|
|
By:
|
/s/ Xiaotong Wang
|
|
|
|
|
|
|
Global Wise Technologies Limited
|
|
|
|
|
|
By:
|
/s/ Xiaotong Wang
|
|
|
Name:
|
Xiaotong Wang
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
Siyuan Du
|
|
|
|
|
|
By:
|
/s/ Siyuan Du
|
|
|
|
|
|
|
Sunshine Nation Limited
|
|
|
|
|
|
By:
|
/s/ Siyuan Du
|
|
|
Name:
|
Siyuan Du
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
Qicai Du
|
|
|
|
|
|
By:
|
/s/ Qicai Du
|
|
|
Baring Asia II Holdings (22) Limited
|
|
|
|
|
|
|
By:
|
/s/ P.H. Touzeau
|
|
|
Name:
|
P.H. Touzeau
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
The Baring Asia Private Equity Fund II, L.P. 1
|
|
|
|
|
|
By: Baring Asia Fund II (GP) LP
acting as its general partner
|
|
|
|
|
|
By: Baring Asia Fund Managers II Limited
acting as its general partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ P.H. Touzeau
|
|
|
Name:
|
P.H. Touzeau
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
The Baring Asia Private Equity Fund II, L.P. 2
|
|
|
|
|
|
By: Baring Asia Fund II (GP) LP
acting as its general partner
|
|
|
|
|
|
By: Baring Asia Fund Managers II Limited
acting as its general partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ P.H. Touzeau
|
|
|
Name:
|
P.H. Touzeau
|
|
|
Title:
|
Director
|
|
|
MSPEA Education Holding Limited
|
|
|
|
|
|
By:
|
/s/ Samantha Jennifer Cooper
|
|
|
Name:
|
Samantha Jennifer Cooper
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
Morgan Stanley Private Equity Asia IV Holdings Limited
|
|
|
|
|
|
|
By:
|
/s/ Samantha Jennifer Cooper
|
|
|
Name:
|
Samantha Jennifer Cooper
|
|
|
Title:
|
Alternate Director to Alan K. Jones
|
|
|
|
|
|
|
Morgan Stanley Private Equity Asia IV, L.L.C.
|
|
|
|
|
|
By: Morgan Stanley Private Equity Asia IV, Inc., its Managing Member
|
|
|
|
|
|
|
By:
|
/s/ Samantha Jennifer Cooper
|
|
|
Name:
|
Samantha Jennifer Cooper
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
Morgan Stanley Private Equity Asia IV, L.P.
|
|
|
|
|
|
By: Morgan Stanley Private Equity Asia IV, L.L.C, its General Partner
|
|
|
By: Morgan Stanley Private Equity Asia IV, Inc., its Managing Member
|
|
|
|
|
|
|
By:
|
/s/ Samantha Jennifer Cooper
|
|
|
Name:
|
Samantha Jennifer Cooper
|
|
|
Title:
|
Vice President
|
EXHIBIT INDEX
|
|
(a)-(1)
|
Preliminary Proxy Statement of the Company dated ________, 2014 (the “Proxy Statement”).
|
|
|
(a)-(2)
|
Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement.
|
|
|
(a)-(3)
|
Form of Proxy Card, incorporated herein by reference to the Proxy Statement.
|
|
|
(a)-(4)
|
Form of ADS Voting Instruction Card and Depositary’s Notice of Extraordinary General Meeting of Shareholders of the Company,
incorporated herein by reference to the Proxy Statement.
|
|
|
(a)-(5)
|
Press Release issued by the Company, dated April 2, 2014, incorporated herein by reference to Exhibit 99.1 to the Report on
Form 6-K furnished by the Company to the SEC on April 3, 2014.
|
|
|
(c)-(1)
|
Opinion of Duff & Phelps LLC, dated April 2, 2014, incorporated herein by reference to Annex B to the Proxy Statement.
|
|
|
(c)-(2)
†
|
Discussion
Materials prepared by Duff & Phelps LLC for discussion with the Independent Committee
of the Board of Directors of the Company, dated April 2, 2014.
|
|
|
(d)-(1)
|
Agreement and Plan of Merger, dated April 2, 2014, among
the Company, Parent and Merger Sub incorporated herein by reference to Part I of Annex
A to the Proxy Statement.
|
|
|
(d)-(2)
|
Limited Guaranty, dated April 2, 2014, by Mr. Dong Xu in favor of the Company, incorporated herein by reference to Exhibit
7.08 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
|
|
|
(d)-(3)
|
Limited Guaranty, dated April 2, 2014, by Mr. Benguo Tang in favor of the Company, incorporated herein by reference to Exhibit
7.09 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
|
|
|
(d)-(4)
|
Limited Guaranty, dated April 2, 2014, by Mr. Xiaotong Wang in favor of the Company, incorporated herein by reference to Exhibit
7.10 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
|
|
|
†
|
Previously
filed on April 28, 2014.
|
|
|
(d)-(5)
|
Limited Guaranty, dated April 2, 2014, by Ms. Siyuan Du in favor of the Company, incorporated herein by reference to Exhibit
7.11 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
|
|
|
(d)-(6)
|
Limited Guaranty, dated April 2, 2014, by Mr. Qicai Du in favor of the Company, incorporated herein by reference to Exhibit
7.12 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
|
|
|
(d)-(7)
|
Limited Guaranty, dated April 2, 2014, by Morgan Stanley Private Equity Asia IV Holdings Limited in favor of the Company, incorporated
herein by reference to Exhibit 7.07 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
|
|
|
(d)-(8)
|
Limited Guaranty, dated April 2, 2014, by The Baring Asia Private Equity Fund II, L.P. 1 and The Baring Asia Private Equity
Fund II, L.P. 2 in favor of the Company, incorporated herein by reference to Exhibit 7.13 to the amendment to Schedule 13D filed
with the SEC on April 4, 2014.
|
|
|
(d)-(9)
|
Support Agreement, dated April 2, 2014, among Parent, Jointly Gold Technologies Limited, First Win Technologies Limited, Global
Wise Technologies Limited, Sunshine Nation Limited, Mr. Du Qicai and Baring Asia II Holdings (22) Limited, incorporated herein
by reference to Exhibit 7.06 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
|
|
|
(d)-(10)
|
Interim Investors Agreement, dated April 2, 2014, among Mr. Dong Xu, Mr. Benguo Tang, Mr. Xiaotong Wang, Ms. Siyuan Du, Mr.
Qicai Du, Baring Asia II Holdings (22) Limited and MSPEA Education Holding Limited, incorporated herein by reference to Exhibit
7.14 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
|
|
|
(d)-(11)
|
Guarantee, dated April 2, 2014, by Morgan Stanley Private Equity Asia IV Holdings Limited in favor of Mr. Dong Xu, Mr. Benguo
Tang, Mr. Xiaotong Wang, Ms. Siyuan Du, Mr. Qicai Du and Baring Asia II Holdings (22) Limited, incorporated herein by reference
to Exhibit 7.15 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
|
|
|
(d)-(12)
|
Guarantee, dated April 2, 2014, by The Baring Asia Private Equity Fund II, L.P. 1 and The Baring Asia Private Equity Fund II,
L.P. 2 in favor of Mr. Dong Xu, Mr. Benguo Tang, Mr. Xiaotong Wang, Ms. Siyuan Du, Mr. Qicai Du and MSPEA Education Holding Limited,
incorporated herein by reference to Exhibit 7.16 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
|
|
|
(d)-(13)
|
Equity Commitment Letter, dated April 2, 2014, between Parent and Morgan Stanley Private Equity Asia IV Holdings Limited, incorporated
herein by reference to Exhibit 7.05 to the amendment to Schedule 13D filed with the SEC on April 4, 2014.
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(d)-(14)
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Amendment
No. 1 to the Agreement and Plan of Merger, dated June 9, 2014, among the Company,
Parent and Merger Sub incorporated herein by reference to Part II of Annex A to the
Proxy Statement.
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(d)-(15)
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Amendment
No. 1 to Support Agreement, dated June 9, 2014, among Parent, Jointly Gold
Technologies Limited, First Win Technologies Limited, Global Wise Technologies Limited,
Sunshine Nation Limited, Mr. Du Qicai and Baring Asia II Holdings (22) Limited, incorporated
herein by reference to Exhibit 7.17 to the Schedule 13D filed with the SEC on June
9, 2014.
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(d)-(16)
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Amendment
No. 1 to Equity Commitment Letter, dated June 9, 2014, between Parent and
Morgan Stanley Private Equity Asia IV Holdings Limited, incorporated herein by reference
to Exhibit 7.18 to the Schedule 13D filed with the SEC on June 9, 2014.
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(f)-(1)
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Dissenters’ Rights, incorporated herein by reference to the section entitled “Dissenters’ Rights” in
the Proxy Statement.
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(f)-(2)
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Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by
reference to Annex C to the Proxy Statement.
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