Harbin Electric, Inc.
|
(Name of Company)
|
Common Stock, par value $.00001
|
(Title of Class of Securities)
|
41145W 10 9
|
(CUSIP Number)
|
Tianfu Yang
Hero Wave Investments Limited
Xi Yuan 17-5, Wan Cheng Hua Fu,
Wan Liu Xi Lu, Hai Dian Qu,
Beijing, China 100089
+(86) 451 8611 6757
Donald Yang
Abax Global Capital (Hong Kong) Limited
Two International Finance Centre
Suite 6708, 8 Finance Street, Central
Hong Kong
+(852) 3602 1800
With copies to:
Michael V. Gisser
Peter X. Huang
Skadden, Arps, Slate, Meagher & Flom LLP
30th Floor, China World Office 2
No. 1, Jianguomenwai Avenue
Beijing 100004
China
(8610) 6535-5599
|
Mark J. Lehmkuhler
Davis Polk & Wardwell LLP
c/o 18th Floor, The Hong Kong Club Building
3A Chater Road, Central, Hong Kong
(+852) 2533 3300
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
|
June 10, 2011
|
(Date of Event Which Requires Filing of this Statement)
|
*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Tianfu Yang
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): N/A
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
BK, OO
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People's Republic of China
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
7,000,000
|
|
8.
|
SHARED VOTING POWER
2,633,354
|
||
9.
|
SOLE DISPOSITIVE POWER
7,000,000
|
||
10.
|
SHARED DISPOSITIVE POWER
12,695,384
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,695,384
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
o
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.72%
|
||
14.
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Hero Wave Investments Limited
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): N/A1
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
BK, OO
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
the British Virgin Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
2,633,354
|
||
9.
|
SOLE DISPOSITIVE POWER
0
|
||
10.
|
SHARED DISPOSITIVE POWER
2,633,354
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,633,354
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x (See Item 5)
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.48%
|
||
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Tech Full Electric Company Limited
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): N/A2
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
BK, OO
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
the Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
0
|
||
9.
|
SOLE DISPOSITIVE POWER
0
|
||
10.
|
SHARED DISPOSITIVE POWER
12,695,384
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,695,384
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
o
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.72%
|
||
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Abax Lotus Ltd.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
OO, AF
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
1,225,553 (See Item 5)
|
||
9.
|
SOLE DISPOSITIVE POWER
0
|
||
10.
|
SHARED DISPOSITIVE POWER
1,225,553 (See Item 5)
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,225,553 (See Item 5)
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
|
||
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Abax Nai Xin A Ltd.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
OO, AF
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
466,467 (See Item 5)
|
||
9.
|
SOLE DISPOSITIVE POWER
0
|
||
10.
|
SHARED DISPOSITIVE POWER
466,467 (See Item 5)
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,467 (See Item 5)
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x (See Item 5)
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5% (See Item 5)
|
||
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Abax Global Opportunities Fund
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
OO, AF
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
1,692,020 (See Item 5)
|
||
9.
|
SOLE DISPOSITIVE POWER
0
|
||
10.
|
SHARED DISPOSITIVE POWER
1,692,020 (See Item 5)
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,020 (See Item 5)
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
o (See Item 5)
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5)
|
||
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Abax Upland Fund LLC
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
OO, AF
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
1,692,020 (See Item 5)
|
||
9.
|
SOLE DISPOSITIVE POWER
0
|
||
10.
|
SHARED DISPOSITIVE POWER
1,692,020 (See Item 5)
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,020 (See Item 5)
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
o (See Item 5)
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5)
|
||
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Abax Arhat Fund
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
OO, AF
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
1,692,020 (See Item 5)
|
||
9.
|
SOLE DISPOSITIVE POWER
0
|
||
10.
|
SHARED DISPOSITIVE POWER
1,692,020 (See Item 5)
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,020 (See Item 5)
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
o (See Item 5)
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5)
|
||
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Abax Claremont Ltd.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
OO, AF
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
1,692,020 (See Item 5)
|
||
9.
|
SOLE DISPOSITIVE POWER
0
|
||
10.
|
SHARED DISPOSITIVE POWER
1,692,020 (See Item 5)
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,020 (See Item 5)
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
o (See Item 5)
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5)
|
||
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Abax Global Capital
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
OO, AF
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
1,692,020 (See Item 5)
|
||
9.
|
SOLE DISPOSITIVE POWER
0
|
||
10.
|
SHARED DISPOSITIVE POWER
1,692,020 (See Item 5)
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,020 (See Item 5)
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
o (See Item 5)
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5)
|
||
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Abax Global Capital (Hong Kong) Limited
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
OO, AF
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong, SAR
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
1,692,020 (See Item 5)
|
||
9.
|
SOLE DISPOSITIVE POWER
0
|
||
10.
|
SHARED DISPOSITIVE POWER
1,692,020 (See Item 5)
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,020 (See Item 5)
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
o
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5)
|
||
14.
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
|
41145W 10 9
|
1.
|
NAME OF REPORTING PERSON: Xiang Dong Yang
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
OO
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
1,692,020 (See Item 5)
|
||
9.
|
SOLE DISPOSITIVE POWER
0
|
||
10.
|
SHARED DISPOSITIVE POWER
1,692,020 (See Item 5)
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,020 (See Item 5)
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
o
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5)
|
||
14.
|
TYPE OF REPORTING PERSON
IN
|
Item 4.
|
Purpose of Transaction
|
|
Item 4 of the Schedule 13D is hereby supplemented by adding the following at the end thereof:
|
|
On June 10, 2011, Mr. Tianfu Yang and AGC, on behalf of themselves, submitted a letter (the “Reaffirmation Letter”) reaffirming their proposal set forth in the letter to the Company’s board of directors dated April 19, 2011 and submitting to the Company’s board of directors an executed copy of the facility agreement between Tech Full and China Development Bank Corporation Hong Kong Branch, pursuant to which CDB has agreed to provide a $400 million term loan facility to fund the proposed merger.
|
|
The foregoing summary of certain provisions of the Reaffirmation Letter is not intended to be complete. Except as indicated above, none of the Reporting Persons have any plans or proposals that relate to or would result in any other action specified in clauses (a) through (j) of Item 4 on Schedule 13D.
|
Item 6.
|
Contracts, Arrangements, Understandings, or Relationships with respect to Securities of the Company.
|
|
Item 6 of the Schedule 13D is hereby supplemented by adding the following at the end thereof:
|
|
For a brief description of the principal terms of the Reaffirmation Letter, please refer to Items 4.
|
|
|
TIANFU YANG
|
|||
|
/s/ Tianfu Yang | ||
Name: Tianfu Yang | |||
HERO WAVE INVESTMENTS LIMITED
|
|||
|
By:
|
/s/ Tianfu Yang | |
Name: Tianfu Yang
|
|||
Title: Director
|
|||
TECH FULL ELECTRIC COMPANY LIMITED
|
|||
|
/s/ Tianfu Yang | ||
Name: Tianfu Yang
|
|||
Title: Director
|
|||
ABAX LOTUS LTD.
|
|||
|
By:
|
/s/ Xiang Dong Yang | |
Name: Xiang Dong Yang
|
|||
Title: Director
|
|||
ABAX NAI XIN A LTD.
|
|||
|
By:
|
/s/ Xiang Dong Yang | |
Name: Xiang Dong Yang
|
|||
Title: Director
|
|||
ABAX GLOBAL OPPORTUNITIES FUND
|
|||
|
By:
|
/s/ Xiang Dong Yang | |
Name: Xiang Dong Yang
|
|||
Title: Director
|
|||
ABAX UPLAND FUND, LLC
|
|||
By: |
ABAX CLAREMONT LTD. in
its capacity as Managing Member
|
||
|
By:
|
/s/ Xiang Dong Yang | |
Name: Xiang Dong Yang
|
|||
Title: Director
|
|||
ABAX ARHAT FUND
|
|||
|
By:
|
/s/ Xiang Dong Yang | |
Name: Xiang Dong Yang
|
|||
Title: Director
|
|||
ABAX CLAREMONT LTD.
|
|||
|
By:
|
/s/ Xiang Dong Yang | |
Name: Xiang Dong Yang
|
|||
Title: Director
|
|||
ABAX GLOBAL CAPITAL
|
|||
|
By:
|
/s/ Xiang Dong Yang | |
Name: Xiang Dong Yang
|
|||
Title: Director
|
|||
ABAX GLOBAL CAPITAL (HONG KONG) LIMITED
|
|||
|
By:
|
/s/ Xiang Dong Yang | |
Name: Xiang Dong Yang
|
|||
Title: Director
|
|||
XIANG DONG YANG
|
|||
|
/s/ Xiang Dong Yang | ||
Name: Xiang Dong Yang
|
|||