0001144204-11-061073.txt : 20111103 0001144204-11-061073.hdr.sgml : 20111103 20111103142739 ACCESSION NUMBER: 0001144204-11-061073 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111103 DATE AS OF CHANGE: 20111103 GROUP MEMBERS: ABAX ARHAT FUND GROUP MEMBERS: ABAX CLAREMONT LTD. GROUP MEMBERS: ABAX EMERALD LTD. GROUP MEMBERS: ABAX GLOBAL CAPITAL GROUP MEMBERS: ABAX GLOBAL CAPITAL (HONG KONG) LTD GROUP MEMBERS: ABAX GLOBAL OPPORTUNITIES FUND GROUP MEMBERS: ABAX LOTUS LTD. GROUP MEMBERS: ABAX NAI XIN A LTD. GROUP MEMBERS: ABAX UPLAND FUND LLC GROUP MEMBERS: ACME WINNER GROUP LTD GROUP MEMBERS: AGC ASIA 5 LTD. GROUP MEMBERS: BROAD GLOBE INVESTMENTS LTD GROUP MEMBERS: HERO WAVE INVESTMENTS LTD GROUP MEMBERS: LANXIANG GAO GROUP MEMBERS: PROSPER EXPAND LTD. GROUP MEMBERS: SEA GIANT INVESTMENTS LTD GROUP MEMBERS: SUOFEI XU GROUP MEMBERS: TECH FULL ELECTRIC CO LTD GROUP MEMBERS: TIANFU INVESTMENTS LTD GROUP MEMBERS: TIANLI YANG GROUP MEMBERS: VICTORY LAKE INVESTMENTS LTD GROUP MEMBERS: XIANG DONG YANG GROUP MEMBERS: ZEDONG XU FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Yang Tianfu CENTRAL INDEX KEY: 0001315890 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: NO.9 HA PING XI LU HA PING LU JI ZHONG STREET 2: HARBIN KAI FA QU CITY: HARBIN STATE: F4 ZIP: 150001 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Harbin Electric, Inc CENTRAL INDEX KEY: 0001266719 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 980403396 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80112 FILM NUMBER: 111177294 BUSINESS ADDRESS: STREET 1: NO. 9, HA PING XI LU STREET 2: HA PING LU JI ZHONG QU HARBIN KAI FA QU CITY: HARBIN STATE: F4 ZIP: 150001 BUSINESS PHONE: 86 45182621768 MAIL ADDRESS: STREET 1: NO. 9, HA PING XI LU STREET 2: HA PING LU JI ZHONG QU HARBIN KAI FA QU CITY: HARBIN STATE: F4 ZIP: 150001 FORMER COMPANY: FORMER CONFORMED NAME: TORCH EXECUTIVE SERVICES LTD DATE OF NAME CHANGE: 20031009 SC 13D/A 1 v238759_sc13da.htm SC 13D/A Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

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

Tianli Yang
No. 9, Ha Ping Xi Lu
Ji Zhong Qu, Harbin Kai Fa Qu
Harbin 150001, China
+(86) 451 8611 6757
 
 
 
 
 
Zedong Xu
No. 9, Ha Ping Xi Lu
Ji Zhong Qu, Harbin Kai Fa Qu
Harbin 150001, China
+(86) 451 8611 6757

Suofei Xu
No. 9, Ha Ping Xi Lu
Ji Zhong Qu, Harbin Kai Fa Qu
Harbin 150001, China
+(86) 451 8611 6757

Lanxiang Gao
No. 9, Ha Ping Xi Lu
Ji Zhong Qu, Harbin Kai Fa Qu
Harbin 150001, China
+(86) 451 8611 6757

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)
 
November 1, 2011
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 
 
 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*
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.

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).

 
 
 

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
(b)          ¨
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): ¨
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
0
8.
SHARED VOTING POWER
0
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
IN

 
4
 

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)          ¨
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): ¨
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
0
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
CO

1 Hero Wave Investments Limited is incorporated in the British Virgin Islands and does not have an I.R.S. Identification Number.

 
5
 

CUSIP No.
41145W 10 9

1.
NAME OF REPORTING PERSON:  Tianfu Investments 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)          ¨
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): ¨
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
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
CO
  
2 Tianfu Investments Limited is incorporated in the Cayman Islands and does not have an I.R.S. Identification Number.

 
6
 

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/A3
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          x
(b)          ¨
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): ¨
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
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
CO
  
3 Tech Full Electric Company Limited is incorporated in the Cayman Islands and does not have an I.R.S. Identification Number.

 
7
 
 
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)          ¨
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): ¨
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
0
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
CO

 
8
 
 
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)          ¨
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): ¨
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
0
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
CO

 
9
 

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)          ¨
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): ¨
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
0
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
CO

 
10
 

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)          ¨
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): ¨
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
0
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
CO

 
11
 

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)          ¨
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): ¨
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
0
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
CO

 
12
 

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)          ¨
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): ¨
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
0
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
CO

 
13
 

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)          ¨
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): ¨
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
0
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
CO

 
14
 

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)          ¨
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): ¨
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
0
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
CO

 
15
 

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)          ¨
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): ¨
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
0
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
IN

 
16
 
 
CUSIP No.
41145W 10 9

1.
NAME OF REPORTING PERSON:  AGC Asia 5 Ltd.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          x
(b)          ¨
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): ¨
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
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
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
CO

 
17
 
 
CUSIP No.
41145W 10 9

1.
NAME OF REPORTING PERSON:  Prosper Expand Ltd.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          x
(b)          ¨
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): ¨
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin 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
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
CO

 
18
 
 
CUSIP No.
41145W 10 9

1.
NAME OF REPORTING PERSON:  Abax Emerald Ltd.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          x
(b)          ¨
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): ¨
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
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
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
CO

 
19
 

CUSIP No.
41145W 10 9

1.
NAME OF REPORTING PERSON:  Tianli 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
(b)          ¨
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): ¨
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
The People's Republic of China
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
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
IN

 
20
 

CUSIP No.
41145W 10 9

1.
NAME OF REPORTING PERSON:  Sea Giant Investments Limited
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
(b)          ¨
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): ¨
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
0
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
CO

 
21
 

CUSIP No.
41145W 10 9

1.
NAME OF REPORTING PERSON:  Zedong Xu
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
(b)          ¨
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): ¨
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
The People's Republic of China
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
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
IN

 
22
 

CUSIP No.
41145W 10 9

1.
NAME OF REPORTING PERSON:  Victory Lake Investments Limited
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
(b)          ¨
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): ¨
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
0
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
CO

 
23
 

CUSIP No.
41145W 10 9

1.
NAME OF REPORTING PERSON:  Suofei Xu
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
(b)          ¨
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): ¨
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
The People's Republic of China
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
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
IN

 
24
 

CUSIP No.
41145W 10 9

1.
NAME OF REPORTING PERSON:  Broad Globe Investments Limited
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
(b)          ¨
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): ¨
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
0
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
CO

 
25
 

CUSIP No.
41145W 10 9

1.
NAME OF REPORTING PERSON:  Lanxiang Gao
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
(b)          ¨
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): ¨
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
The People's Republic of China
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
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
IN

 
26
 

CUSIP No.
41145W 10 9

1.
NAME OF REPORTING PERSON:  Acme Winner Group Limited
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
(b)          ¨
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): ¨
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
0
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
CO

 
27
 
 
Introductory Note
 
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is filed with respect to Harbin Electric, Inc. (the “Company” or Issuer”) jointly by Tianfu Yang (“Mr. Tianfu Yang”), Hero Wave Investments Limited (“Hero Wave”), Tianfu Investments Limited (“Tianfu Investments”), Tech Full Electric Company Limited (“Tech Full”), Abax Lotus Ltd. (“Abax Lotus”), Abax Nai Xin A Ltd. (“Abax Nai Xin”), Abax Global Opportunities Fund (“Global Fund”), Abax Upland Fund LLC (“Upland”), Abax Arhat Fund (“Arhat”), Abax Claremont Ltd. (“Upland Managing Member”), Abax Global Capital (“AGC”), Abax Global Capital (Hong Kong) Limited (“Abax HK”), AGC Asia 5 Ltd. (“AGC Asia 5”), Prosper Expand Ltd.  (“Prosper”), Abax Emerald Ltd. (“Abax Emerald”), and Xiang Dong Yang (“Mr. Xiang Dong Yang”, collectively with Abax Lotus, Global Fund, Upland, Arhat, Upland Managing Member, AGC, AGC Asia 3, Abax HK, Abax Nai Xin, AGC Asia 5, Prosper and Abax Emerald, the “Abax Parties”), Tianli Yang, Sea Giant Investments Limited (“Sea Giant”), Zedong Xu, Victory Lake Investments Limited (“Victory Lake”), Suofei Xu, Broad Globe Investments Limited (“Broad Globe”), Lanxiang Gao and Acme Winner Group Limited (“Acme Winner”).  Mr. Tianfu Yang, Hero Wave, Tianfu Investments, Tech Full, the Abax Parties, Tianli Yang, Sea Giant, Zedong Xu, Victory Lake, Suofei Xu, Broad Globe, Lanxiang Gao and Acme Winner are collectively referred to herein as the “Reporting Persons”.   Mr. Xiang Dong Yang, Abax Lotus, Global Fund, Upland, Arhat, Upland Managing Member, AGC, Abax HK and Abax Nai Xin are collectively referred to as the “Original Abax Parties”.

This Amendment No. 1 amends and supplements (i) the schedule with respect to the Company filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on Schedule 13D (the “Schedule 13D”) on June 20, 2011, (ii) the schedule filed by Mr. Tianfu Yang, Hero Wave, Tech Full and the Original Abax Parties with the SEC on May 2, 2011, as amended and supplemented to date, and (iii) the schedule filed by the Original Abax Parties with the SEC on January 10, 2011, as amended and supplemented to date.

With respect to the Reporting Persons, this statement amends and, with respect to certain information set forth herein, supersedes the Schedule 13D. Except as provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined herein have the meanings assigned to them in the Schedule 13D.

Item 4.
Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On October 29, 2011, at 9:00 a.m. (Eastern time), a special meeting of stockholders of the Company was held at the offices of Loeb & Loeb LLP, at 345 Park Avenue, New York, New York 10154.  At the special meeting, the Company’s stockholders voted in favor of the proposal to approve the agreement and plan of merger, dated as of June 19, 2011, as amended on October 7, 2011 (the “Merger Agreement”), by and among (i) Tech Full, (ii) Tech Full Electric Acquisition, Inc. (“Merger Sub”), a Nevada corporation and a wholly-owned subsidiary of Tech Full and (iii) the Company, pursuant to which Merger Sub is merged with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Tech Full (the “Merger”).

 
28
 

On November 1, 2011, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into the Company, with the Company as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned subsidiary of Tech Full.  Upon the consummation of the Merger, each issued and outstanding share of common stock, par value $0.00001 per share, of the Company (“Common Stock”), other than (a) shares of Common Stock owned directly or indirectly by Tech Full or Merger Sub and (b) shares of Common Stock held in the treasury of the Company or owned by any direct or indirect wholly-owned subsidiary of the Company, was converted automatically into the right to receive US$24.00 in cash without interest.

On November 1, 2011, each option to purchase shares of Company Stock granted under the Company’s 2005 Stock Option Plan, whether vested or unvested, that was outstanding as of November 1, 2011 was cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled option an amount in cash (without interest, and subject to deduction for any required compensation-related withholding tax) equal to the product of (a) the excess of $24.00 per share over the exercise price per share of Common Stock pursuant to such option and (b) the number of shares of Common Stock subject to such option; provided, that if the exercise price per share of any such option was equal to or greater than $24.00, such option was canceled without any cash payment being made in respect thereof.

On November 1, 2011, by virtue of the Merger, each share of Common Stock held in the treasury of the Company or owned, directly or indirectly, by Tech Full, Merger Sub or any wholly-owned subsidiary of the Company immediately prior to November 1, 2011 was canceled without consideration therefor.  On November 1, 2011, by virtue of the Merger, each share of common stock, no par value per share, of Merger Sub issued and outstanding immediately prior to November 1, 2011 was converted into and became one validly issued, fully paid and non assessable share of common stock, no par value per share, of the Surviving Corporation (the “Private Stock”).  The Private Stock is not registered under Section 12 of the Exchange Act.

Upon the consummation of the Merger, the Company became a wholly-owned subsidiary of Tech Full and the separate corporate existence of Merger Sub ceased. As a result of the Merger, the Common Stock ceased to trade on the NASDAQ Global Select Market (“NASDAQ”) following the close of trading on November 1, 2011 and became eligible for delisting from NASDAQ and termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Exchange Act.
 
Pursuant to a certain voting support agreement, dated as of June 19, 2011 (the “Voting Support Agreement”) between the Rollover Stockholders, Tech Full and the Company, the Rollover Stockholders who collectively owned approximately 40.62% of the Company prior to the Effective Time appeared at a special meeting or otherwise caused their shares of Common Stock to be counted as present thereat for the purpose of establishing a quorum, and voted or caused to be voted at such meeting all their shares of Common Stock in favor of the adoption of the Merger Agreement and approval of the Merger. The information disclosed in this paragraph is qualified in its entirety by reference to the Voting Support Agreement, a copy of which has been filed as Exhibit 7.08 to the Schedule 13D, and is incorporated herein by reference in its entirety as Exhibit 7.02.
 
Pursuant to a certain contribution agreement between Tianfu Investments, Tech Full and the Rollover Stockholders dated June 19, 2011 (the “Contribution Agreement”), the Rollover Stockholders contributed to Tech Full an aggregate of 12,695,384 shares of Common Stock (the “Rollover Shares”) in exchange for 12,694,384 of shares of Tianfu Investments.  The information disclosed in this paragraph is qualified in its entirety by reference to the Contribution Agreement, a copy of which has been filed as Exhibit 7.07 to the Schedule 13D and is incorporated herein by reference in its entirety as Exhibit 7.03.
 
 
29
 
 
As a result of these transactions, as of November 1, 2011, none of the Reporting Persons beneficially owns any shares of Common Stock.

Item 5.
Interest in Securities of the Issuer.

Items 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a)-(b)
As of the date of this statement, the Reporting Persons do not beneficially own any shares of Common Stock or have any voting power or dispositive power over any shares of Common Stock.

(c)
Except for the transactions described in Item 4, none of the Reporting Persons, and, to their knowledge, none of the directors and officers of the Reporting Persons, has effected any transactions in the Common Stock during the past 60 days.

(d)
Not applicable.

(e)
November 1, 2011.

Item 6.
Contracts, Arrangements, Understandings, or Relationships with respect to Securities of the Company.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The description in Item 4 of this Amendment is incorporated herein by reference, and is qualified in its entirety by the full text of the Merger Agreement, which was filed as Exhibit 7.02 to the Schedule 13D and Exhibit 10.1 to the Company’s Form 8-K filed on October 11, 2011, and is incorporated herein by reference in its entirety as Exhibit 7.04.

Item 7.
Material to be Filed as Exhibits.

Exhibit 7.01
Joint Filing Agreement dated November 2, 2011, by and between the Reporting Persons.

Exhibit 7.02
Voting Support Agreement by and among the Rollover Stockholders, Tech Full and the Company, dated June 19, 2011 (incorporated herein by reference to Exhibit 7.08 to the Company’s Schedule 13D filed on June 20, 2011).

Exhibit 7.03
Contribution Agreement by and among the Rollover Stockholders, Tech Full and Tianfu Investments, dated June 19, 2011 (incorporated herein by reference to Exhibit 7.07 to the Company’s Schedule 13D filed on June 20, 2011).

Exhibit 7.04
Agreement and Plan of Merger by and among Tech Full, Merger Sub and the Company, dated June 19, 2011 as amended on October 7, 2011 (incorporated herein by reference to Exhibit 7.02 to the Schedule 13D filed on June 20, 2011, and Exhibit 10.1 to the Company’s Form 8-K filed on October 11, 2011).

 
30
 

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated:   November 2, 2011
  
   
 
TIANFU YANG
   
 
/s/ Tianfu Yang
 
Name: Tianfu Yang
   
 
HERO WAVE INVESTMENTS
LIMITED
   
 
By:
/s/ Tianfu Yang
 
Name: Tianfu Yang
 
Title: Director
   
 
TIANFU 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

 
31
 
   
   
 
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

 
32
 
   
 
ABAX EMERALD LTD.
   
 
By:
/s/ Xiang Dong Yang
 
Name: Xiang Dong Yang
 
Title: Director
   
 
AGC ASIA 5 LTD.
   
 
By:
/s/ Xiang Dong Yang
 
Name: Xiang Dong Yang
 
Title: Director
   
 
PROSPER EXPAND LTD.
   
 
By:  ABAX GLOBAL CAPITAL in its
capacity as Investment Manager
   
 
By:
/s/ Xiang Dong Yang
 
Name: Xiang Dong Yang
 
Title: Authorized Signatory
   
 
XIANG DONG YANG
   
 
/s/ Xiang Dong Yang
 
Name: Xiang Dong Yang
   
 
TIANLI YANG
   
 
/s/ Tianli Yang
 
Name: Tianli Yang
   
 
SEA GIANT INVESTMENTS
LIMITED
   
 
By:
/s/ Tianli Yang
 
Name: Tianli Yang
 
Title: Director
   
 
ZEDONG XU
   
 
/s/ Zedong Xu
 
Name: Zedong Xu

 
33
 
  
 
VICTORY LAKE INVESTMENTS
LIMITED
   
 
By:
/s/ Zedong Xu
 
Name: Zedong Xu
 
Title: Director
   
 
SUOFEI XU
   
 
/s/ Suofei Xu
 
Name: Suofei Xu
   
 
BROAD GLOBE INVESTMENTS
LIMITED
   
 
By:
/s/ Suofei Xu
 
Name: Suofei Xu
 
Title: Director
   
 
LANXIANG GAO
   
 
/s/ Lanxiang Gao
 
Name: Lanxiang Gao
   
 
ACME WINNER GROUP LIMITED
   
 
By:
/s/ Lanxiang Gao
 
Name: Lanxiang Gao
 
Title: Director
  
 
34
 

EXHIBIT 7.01

AGREEMENT OF JOINT FILING

The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 
TIANFU YANG
   
 
/s/ Tianfu Yang
 
Name: Tianfu Yang
   
 
HERO WAVE
INVESTMENTS LIMITED
   
 
By:
/s/ Tianfu Yang
 
Name: Tianfu Yang
 
Title: Director
   
 
TIANFU 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

 
35
 
    
 
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
 
36
 
  
 
ABAX EMERALD LTD.
   
 
By:
/s/ Xiang Dong Yang
 
Name: Xiang Dong Yang
 
Title: Director
   
 
AGC ASIA 5 LTD.
   
 
By:
/s/ Xiang Dong Yang
 
Name: Xiang Dong Yang
 
Title: Director
   
 
PROSPER EXPAND LTD.
   
 
By:
ABAX GLOBAL
  CAPITAL in its capacity as
  Investment Manager
   
 
By:
/s/ Xiang Dong Yang
 
Name: Xiang Dong Yang
 
Title: Authorized Signatory
   
 
XIANG DONG YANG
   
 
/s/ Xiang Dong Yang
 
Name: Xiang Dong Yang
   
 
TIANLI YANG
   
 
/s/ Tianli Yang
 
Name: Tianli Yang
   
 
SEA GIANT INVESTMENTS
LIMITED
   
 
By:
/s/ Tianli Yang
 
Name: Tianli Yang
 
Title: Director
   
 
ZEDONG XU
   
 
/s/ Zedong Xu
 
Name: Zedong Xu

 
37
 
 
 
VICTORY LAKE
INVESTMENTS LIMITED
   
 
By:
/s/ Zedong Xu
 
Name: Zedong Xu
 
Title: Director
   
 
SUOFEI XU
   
 
/s/ Suofei Xu
 
Name: Suofei Xu
   
 
BROAD GLOBE INVESTMENTS LIMITED
   
 
By:
/s/ Suofei Xu
 
Name: Suofei Xu
 
Title: Director
   
 
LANXIANG GAO
   
 
/s/ Lanxiang Gao
 
Name: Lanxiang Gao
   
 
ACME WINNER GROUP LIMITED
   
 
By:
/s/ Lanxiang Gao
 
Name: Lanxiang Gao
 
Title: Director
 
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