Unassociated Document

0001144204-10-057688.txt : 20101104 0001144204-10-057688.hdr.sgml : 20101104 20101104172019 ACCESSION NUMBER: 0001144204-10-057688 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20101104 DATE AS OF CHANGE: 20101104 GROUP MEMBERS: ABAX GLOBAL CAPITAL (HONG KONG) LIMITED GROUP MEMBERS: AGC ASIA 3 LTD. GROUP MEMBERS: WISE SUN INVESTMENTS LTD. GROUP MEMBERS: XIANG DONG YANG FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fu Li CENTRAL INDEX KEY: 0001343135 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 999 WUYI ROAD JINZHOU DISTRICT STREET 2: DALIAN FUSHI BIMETALLIC MANUFACTURING CO CITY: DALIAN STATE: F4 ZIP: 116100 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fushi Copperweld, Inc. CENTRAL INDEX KEY: 0000710846 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 133140715 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46672 FILM NUMBER: 101165898 BUSINESS ADDRESS: STREET 1: 1 SHUANG QIANG ROAD, JINZHOU CITY: DALIAN STATE: F4 ZIP: 116100 BUSINESS PHONE: (860)435-7000 MAIL ADDRESS: STREET 1: 1 SHUANG QIANG ROAD, CITY: JINZHOU DALIAN F4 STATE: F4 ZIP: 116100 FORMER COMPANY: FORMER CONFORMED NAME: Fushi Copperweld, Inc DATE OF NAME CHANGE: 20080124 FORMER COMPANY: FORMER CONFORMED NAME: FUSHI INTERNATIONAL INC DATE OF NAME CHANGE: 20060213 FORMER COMPANY: FORMER CONFORMED NAME: PARALLEL TECHNOLOGIES INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 v201047_sc13da.htm Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2 )*

Fushi Copperweld, Inc.
(Name of Issuer)

Common Stock, Par Value $.006 Per Share
(Title of Class of Securities)

36113E107
(CUSIP Number)

Li Fu Wise Sun Investments Ltd. TYG Center Tower B, Suite 2601 Dongsanhuan Bei Lu, Bing 2 Beijing, 100027 China (86) 10 8441 7777	Donald Yang Abax Global Capital (Hong Kong) Limited Two International Finance Centre Suite 6708, 8 Finance Street, Central Hong Kong (852) 3602 1988

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 (86) 10 6535-5599	David Meredith Weil, Gotshal & Manges LLP One South Place London EC2M 2WG United Kingdom (44) 20 7903 1078
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 3, 2010
(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.

36113E107

1.	NAME OF REPORTING PERSON: Li Fu
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 People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 1,887,2221
		8.	SHARED VOTING POWER 9,228,4332
		9.	SOLE DISPOSITIVE POWER 1,887,2223
		10.	SHARED DISPOSITIVE POWER 9,228,433
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,115,6554
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.4%5
14.	TYPE OF REPORTING PERSON IN

1 This includes 110,999 options for shares of Common Stock as described in Item 5.

2 This includes shares directly owned by Wise Sun and members of Mr. Fu’s family as described in Item 5.

3 This includes 110,999 options for shares of Common Stock as described in Item 5.

4 This excludes shares beneficially owned by AGC Asia 3, Abax HK and Mr. Yang as described in Item 5.

5 The percentage of beneficial ownership of each Reporting Person is based on 37,856,844 shares of Common Stock, which includes 37,745,845 shares of Common Stock issued and outstanding as of the date of this statement and 110,999 shares of Common Stock issuable to Mr. Fu upon exercise of certain stock options.

CUSIP No.

36113E107

1.	NAME OF REPORTING PERSON: Wise Sun Investments Ltd.
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 British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 7,880,090 (See Item 5)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 7,880,090 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,115,6556
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.4%
14.	TYPE OF REPORTING PERSON CO

6 This excludes shares beneficially owned by AGC Asia 3, Abax HK and Mr. Yang as described in Item 5.

CUSIP No.

36113E107

1.	NAME OF REPORTING PERSON: AGC Asia 3 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 205,050 (See Item 5)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 205,050 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 205,0507
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5 %
14.	TYPE OF REPORTING PERSON CO

7 This excludes shares beneficially owned by Mr. Fu as described in Item 5.

CUSIP No.

36113E107

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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 205,050 (See Item 5)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 205,050 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 205,0508
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%
14.	TYPE OF REPORTING PERSON CO

8 This excludes shares beneficially owned by Mr. Fu as described in Item 5.

CUSIP No.

36113E107

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 205,050 (See Item 5)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 205,050 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 205,0509
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%
14.	TYPE OF REPORTING PERSON IN

9 This excludes shares beneficially owned by Mr. Fu as described in Item 5.

This Schedule 13D/A (the “Schedule 13D/A”) is filed jointly by Li Fu (“Mr. Fu”), Wise Sun Investments Ltd. (“Wise Sun”), AGC ASIA 3 LTD. (“AGC Asia 3”), Abax Global Capital (Hong Kong) Limited, (“Abax HK”) and Xiang Dong Yang (“Mr. Yang” collectively with Mr. Fu, Wise Sun, AGC Asia 3, and Abax HK, the “Reporting Persons”). With respect to Mr. Fu and Wise Sun, this Schedule 13D/A represents (i) Amendment No. 2 to the statement on Schedule 13D with respect to the Company filed jointly by Mr. Fu and Dalian Fushi Enterprises Group Company, Ltd. (“Fushi Group”) with the SEC on January 13, 2006 (the “Original 13D”), as amended and supplemented by Amendment No. 1 jointly filed by Mr. Fu and Wise Sun with the SEC on February 10, 2009 (the “Existing 13D”) and amends and, with respect to the information set forth herein, supersedes the Existing 13D. This Schedule 13D/A represents the initial statement on Schedule 13D filed by Mr. Yang, AGC Asia 3 and Abax HK with respect to the Company.

Item 1.

Security and Issuer.

This Schedule 13D/A relates to the shares of common stock, par value $0.006 per share (“Common Stock”), of Fushi Copperweld, Inc. (the “Company”). As of the date of this Statement, the Company has 37,745,845 shares of Common Stock issued and outstanding. The principal executive offices of the Company are located at TYG Center Tower B, Suite 2601, Dongsanhuan Bei Lu, Bing 2, Beijing, 100027 People’s Republic of China.

Item 2.

Identity and Background

(a) This Schedule 13D/A is being filed jointly on behalf of the Reporting Persons. A Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 7.01.

The Reporting Persons are participants in the proposal discussed in Item 4 below, and may be deemed to constitute a “group” within the meaning of Section 13(d)-5(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a member of a group, each Reporting Person may be deemed to beneficially own any Common Stock, par value $0.006 per share, of the Company (“Common Stock”) that may be beneficially owned by the members of the group as a whole.

(b) Each of the Reporting Persons’ business address is as follows:

Mr. Fu’s business address is TYG Center Tower B, Suite 2601, Dongsanhuan Bei Lu, Bing 2, Beijing, 100027 People’s Republic of China.

Wise Sun’s business address is TYG Center Tower B, Suite 2601, Dongsanhuan Bei Lu, Bing 2, Beijing, 100027 People’s Republic of China.

Each of Mr. Yang’s, AGC Asia 3’s and Abax HK’s business address is Two International Finance Centre, Suite 6708, 67/F, 8 Finance Street, Central, Hong Kong.

(c) Mr. Fu is the Chairman of the Board and co-chief executive officer of the Company and the sole executive officer, director and 100% shareholder of Wise Sun.

Wise Sun is a holding company organized in the British Virgin Islands. It sole business is making equity investments in operating companies.

Abax HK is an asset manager focused on Asian private and public investments with an emphasis on Greater China. Abax HK is the investment advisor to AGC Asia 3 which is the record owner of shares in the Company. Mr. Yang is the ultimate controlling shareholder of Abax HK and a Director and President of Abax HK and a Director of AGC Asia 3. Feng Qian (“Mr.Qian”) is a Director and Chief Risk Officer of Abax HK and a Director of AGC Asia 3. Mr. Yang and Mr. Qian are referred to herein as “Abax Persons”. The respective principal addresses of each Abax Person is Two International Finance Centre, Suite 6708, 67/F, 8 Finance Street, Central, Hong Kong.

(d) During the past five years, Mr. Fu has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the past five years, neither Wise Sun nor any officer, director or control person of Wise Sun has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the past five years, none of Abax HK, AGC Asia 3, nor any Abax Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, Mr. Fu has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, pursuant to which such person, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

During the past five years, neither Wise Sun nor has any officer, director or control person of Wise Sun been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, pursuant to which such person, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

During the past five years, none of Abax HK, AGC Asia 3, nor any Abax Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, pursuant to which such person, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Fu is a citizen of the People’s Republic of China. Wise Sun is incorporated under the laws of the British Virgin Islands. Abax HK is incorporated under the laws of Hong Kong. AGC Asia 3 is incorporated under the laws of the Cayman Islands. Mr. Yang is a citizen of Hong Kong. Mr. Qian is a citizen of the People’s Republic of China.

Information with respect to each of the Reporting Persons is given solely by such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

Item 3.

Source and Amount of Funds or Other Consideration

Mr. Fu can be deemed to beneficially own 11,115,655 shares of Common Stock, which include (i) 1,776,223 shares of Common Stock owned by Mr. Fu directly; (ii) 7,880,090 shares of Common Stock held by Wise Sun; (iii) 110,999 shares of Common Stock issuable to Mr. Fu upon exercise of certain stock options; (iv) 1,168,418 shares of Common Stock held by Ms. Xin Liu (“Ms. Liu”), wife of Mr. Fu, and 179,925 shares of Common Stock held by Yuyun Zhang (“Ms. Zhang”), mother of Mr. Fu (Ms. Liu and Ms. Zhang together, “Mr. Fu’s Family”). The shares of Common Stock that Mr. Fu beneficially owns were acquired (i) through the reverse merger (the “Reverse Merger”) of Diversified Product Inspections, Inc. with and into Parallel Technologies, Inc. (the predecessor of the Company) on December 13, 2005, the mandatory conversion of the Company’s Series A Stock acquired by Fushi Group, of which Mr. Fu owns 85%, under the Reserve Merger into Common Stock pursuant to a reverse stock split effective as of January 30, 2006, and a private transfer by Fushi Group of its entire share interest in the Company to Mr. Fu by gift on or about March 3, 2006, and (ii) by gift; each transaction as detailed in the Original 13D and Existing 13D. Mr. Fu disclaims any such beneficial ownership over the shares of Common Stock held by Mr. Fu’s Family.

The 205,050 shares of Common Stock owned by AGC Asia 3 Ltd. were purchased in open market purchases at an aggregate purchase cost of approximately US$1,709,261. The source of funds was from the investors of AGC Asia 3 Ltd.

The Acquirer (as defined below) intends to finance the proposed acquisition described in Item 4 of this Schedule through equity financing from Mr. Fu and AGC Asia 3, Abax HK or other affiliates of ACG Asia 3 or Abax HK, as well as debt financing in amounts sufficient to finance the proposed consideration in the Acquisition (as defined below).

Item 4.

Purpose of Transaction

Mr. Fu acquired all of the shares of Common Stock owned by him for investment purposes, and to ensure that his interests are aligned with the Company’s. He intends to maintain his holdings of Common Stock over the long term, whether or not the possible acquisition discussed below in this Item 4 is successful. Mr. Fu acquired the options as compensation for his role as a member of the board of directors and an executive officer of the Company.

AGC Asia 3, Abax HK and Mr. Yang acquired all of the shares of Common Stock owned by AGC Asia 3 for investment purposes in its ordinary course of business.

On November 3, 2010, Mr. Fu and Abax HK signed a consortium agreement (the “Consortium Agreement”) providing that they would work with each other on an exclusive basis to negotiate and consummate the proposed acquisition of all of the outstanding Common Stock in a going-private transaction (the “Acquisition”) for a period (the “Exclusivity Period”) beginning on the date thereof and ending on the first to occur of: (i) the date nine months after the date thereof, (ii) the date of execution and delivery of definitive documentation providing for the Acquisition (“Definitive Agreements”) and (iii) the mutually agreed termination of the Consortium Agreement; provided that, if Definitive Agreements are not entered into prior to May 3, 2011, the exclusivity will terminate unless Mr. Fu consents. The Consortium Agreement also provides that, upon consummation of an Acquisition, all fees and expenses incurred by Mr. Fu and Abax HK will be reimbursed by the Acquirer (as defined below). If there is no successful Acquisition, as a general matter Mr. Fu and Abax HK will share all fees and expenses incurred in connection with the Acquisition prior to the termination of the Consortium Agreement ratably based on their respective planned equity participation in the Acquisition. Further, the terms of the Consortium Agreement include certain restrictions on the actions of Mr. Fu with respect to the securities including, among other things, that Mr. Fu will not, and will not permit any of its Representatives (as defined in the Consortium Agreement) to, within the Exclusivity Period, directly or indirectly sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell, any capital stock of the Company owned by him, directly or indirectly (“Transfer”), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any such shares, or any right, title or interest thereto or therein.

Beneficial ownership by Mr. Yang, AGC Asia 3 and Abax HK of the shares of Common Stock which are the subject of this Schedule 13D/A and beneficially owned by Mr. Fu and Wise Sun may be deemed to have been acquired through the execution by Abax HK of the Consortium Agreement and the transactions described herein. Each of Mr. Yang, AGC Asia 3 and Abax HK disclaims any such beneficial ownership.

The references to the Consortium Agreement in this Schedule 13D/A are qualified in their entirety by reference to the Consortium Agreement itself, which is attached hereto as an Exhibit and incorporated by reference as if set forth in its entirety

Later on November 3, 2010, Mr. Fu and Abax HK submitted to the Company’s Board of Directors (the “Board”) a preliminary, non-binding letter (the “Proposal Letter”) proposing an Acquisition at a purchase price of $11.50 per share of Common Stock. The Proposal Letter contemplates that Mr. Fu and an entity or entities nominated by Abax HK will form an acquisition vehicle (the “Acquirer”) for the purpose of pursuing the Acquisition through a merger, and that the Acquirer intends to finance the acquisition with a combination of debt and equity capital. The Proposal Letter contemplates that the equity portion of the financing will be provided by Mr. Fu, an entity or entities nominated by Abax HK and related sources. The references to the Proposal Letter in this Schedule 13D/A are qualified in their entirety by reference to the Proposal Letter itself, which is attached hereto as an Exhibit and incorporated by reference as if set forth in its entirety. If the Acquisition is consummated, the Common Stock will no longer be traded on the NASDAQ and the registration of the Common Stock under Section 12 of the Exchange Act will be terminated.

Deutsche Bank AG (“DB”) is acting as the Acquirer’s financial advisor, and commitments for the debt financing for the Acquisition are expected to be in place when Definitive Agreements are signed. DB has issued a letter to Mr. Fu and Abax Global Capital, an affiliate of Abax HK, dated November 3, 2010 (the “DB Letter”) stating its preliminary indication of interest to potentially provide debt financing as specified in the DB Letter to finance the Acquisition. In the DB Letter, DB states that it is highly confident that the arranging of this financing can be done subject to satisfaction with the terms specified therein. This statement has significant assumptions and conditions set forth in the DB Letter. The references to the DB Letter in this Schedule 13D/A are qualified in their entirety by reference to the DB Letter itself, which is attached hereto as an Exhibit and incorporated by reference as if set forth in its entirety.

No assurances can be given that any agreement with the Company relating to the proposed Acquisition will be entered into or be consummated. The Proposal Letter provides that no binding obligation on the part of the Company or the Acquirer shall arise with respect to the proposed Acquisition unless and until Definitive Agreements have been executed and delivered.

Except as described above and elsewhere herein, the Reporting Persons do not have any present plan or proposal which relates to, or could result in the occurrence of, any of the events referred to in subparagraphs (a) through (j) of Item 4 of Schedule 13D/A (although they reserve the right to develop such plans).

The information set forth in this Item 4 shall be deemed to amend and restate Item 4 of the Existing 13D filed by Mr. Fu and Wise Sun in its entirety.

Item 5.

Interest in Securities of the Company

Item 5 is hereby amended and restated in its entirety as follows:

(a)-(b) The second through the sixth pages of this Schedule 13D/A are incorporated herein by reference as if set forth in their entirety.

As of the date hereof, Mr. Fu directly holds 1,776,223 shares of Common Stock, plus 110,999 shares of Common Stock issuable to Mr. Fu upon exercise of certain stock options, together, approximately 5% of the outstanding Common Stock.

Mr. Fu is the holder of record of 100% of the equity interests of Wise Sun, which holds 7,880,090 shares of Common Stock, approximately 20.8% of the outstanding shares of Common Stock. Mr. Fu has voting and dispositive control over the shares of the Company held by Wise Sun. Mr. Fu is thereby deemed to have beneficial ownership of such shares.

Ms. Liu is the holder of record of 1,168,418 shares of Common Stock and Ms. Zhang is the holder of 179,925 shares of Common Stock, which together represents approximately 3.6% of the Common Stock outstanding. Ms. Liu is the wife of Mr. Fu, and Ms. Zhang is the mother of Mr. Fu. Mr. Fu may be deemed to have beneficial ownership of the 1,168,418 shares of Common Stock held by Ms. Liu and the 179,925 shares of Common Stock held by Ms. Zhang by virtue of such family relationships. In addition, by verbal agreement, Mr. Fu has voting and dispositive control over such shares held by Ms. Liu and Ms. Zhang, however, Mr. Fu disclaims such beneficial ownership.

As a result, Mr. Fu may be deemed the beneficial owner of 11,115,655 shares of Common Stock or approximately 29.4% of the Common Stock outstanding.

AGC Asia 3 holds 205,050 shares of Common Stock, approximately 0.5% of the outstanding shares of Common Stock. Abax HK is the investment advisor to AGC Asia 3. Mr. Yang is a director and President of Abax HK and a Director of AGC Asia 3 as well as the ultimate controlling shareholder of Abax HK. AGC Asia 3, Abax HK and Mr. Yang therefore may be deemed to beneficially own and have shared voting and dispositive power over the shares of Common Stock owned by AGC Asia 3.

By virtue of the Consortium Agreement and transactions described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Exchange Act. As a member of a group, each Reporting Person may be deemed to beneficially own the Common Stock beneficially owned by the members of the group as a whole. The Reporting Persons beneficially own in the aggregate 11,320,705 shares of Common Stock, which represents approximately 29.9% of the outstanding Common Stock. Each of AGC Asia 3, Abax HK and Mr. Yang disclaims any such beneficial ownership of such shares held by Mr. Fu, Wise Sun and Mr. Fu’s Family. Each of Mr. Fu, Wise Sun and Mr. Fu’s Family disclaims beneficial ownership of such shares held by AGC Asia 3, Abax HK and Mr. Yang.

(c) To the best knowledge of each of the Reporting Persons, none of the Reporting Persons and no other person described in Item 2 hereof has effected any transactions relating to the Common Stock of the Company during the past sixty (60) days, except that AGC Asia 3 purchased 20,000 shares of Common Stock on September 24, 2010 at an approximate price per share of US$8.21 in open market purchase in the over-the-counter market.

(d) Other than Mr. Fu, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by Wise Sun.

(e) Not applicable.

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

Mr. Fu is the holder of record of 100% of the equity interests of Wise Sun, which holds 7,880,090 shares of Common Stock of the Company, representing approximately 20.9% of the issued and outstanding shares of the Common Stock of the Company. Mr. Fu has voting and dispositive control over the shares of the Company held by Wise Sun.

In practice, by verbal agreement, Mr. Fu directs Mr. Fu’s Family’s voting and dispositive decisions regarding shares of Common Stock of the Company held by Mr. Fu’s Family

Abax HK is the investment advisor to AGC Asia 3. Mr. Yang is a director and President of Abax HK and a Director of AGC Asia 3 as well as the ultimate controlling shareholder of Abax HK. AGC Asia 3, Abax HK and Mr. Yang therefore may be deemed to beneficially own and have shared voting and dispositive power over the shares of Common Stock owned by AGC Asia 3.

Items 3 and 4 of this Schedule 13D/A are incorporated herein by reference.

Item 7.

Material to Be Filed as Exhibits

The following is filed herewith as Exhibits to this Schedule 13D/A:

Exhibit 7.01

Joint Filing Agreement by and among the Reporting Persons, dated November 4, 2010

Exhibit 7.02

Proposal Letter to the Board of Directors of Fushi Copperweld, Inc., dated November 3, 2010

Exhibit 7.03

Consortium Agreement by and among Li Fu and Abax Global Capital (Hong Kong) Limited, dated November 3, 2010

Exhibit 7.04

Deutsche Bank AG Letter dated November 3, 2010

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D/A is true, complete and correct.

Dated: November 4, 2010

	Li Fu

		/s/ Li Fu
	Name: Li Fu

	Wise Sun Investments Limited

	By:	/s/ Li Fu
	Name: Li Fu
	Title: Director

	AGC ASIA 3 LTD.

	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

EX-7.01 2 v201047_ex7-01.htm

EXHIBIT 7.01

AGREEMENT OF JOINT FILING

The parties listed below agree that the Schedule 13D/A 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.

Dated: November 4, 2010

	Li Fu
		/s/ Li Fu

	Name: Li Fu

	Wise Sun Investments Limited

	By:	/s/ Li Fu
	Name: Li Fu
	Title: Director

	AGC ASIA 3 LTD.

	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

EX-7.02 3 v201047_ex7-02.htm

EXHIBIT 7.02

PROPOSAL LETTER

LI FU

ABAX GLOBAL CAPITAL (HONG KONG) LIMITED

November 3, 2010

The Board of Directors

Fushi Copperweld, Inc.

TYG Center Tower B, Suite 2601

Dongsanhuan Bei Lu, Bing 2

Beijing, 100027, China

Dear Sirs:

Mr. Li Fu (“Mr. Fu”) and Abax Global Capital (Hong Kong) Limited, on behalf of funds managed by it and its nominee entities and its and their affiliates (collectively “Abax”) are pleased to submit this preliminary non-binding proposal to acquire Fushi Copperweld, Inc. (the “Company”) in a going-private transaction (the “Acquisition”).

We believe that our proposal of $11.50 in cash per share will provide a very attractive alternative to the Company’s shareholders. Our proposal represents a premium of 26.4% to the Company’s closing price on November 2, 2010 and a premium of 30.8% to the volume-weighted average closing price during the last 60 trading days.

The terms and conditions upon which we are prepared to pursue the Acquisition are set forth below. We are confident in our ability to consummate an Acquisition as outlined in this letter.

1. Buyer. Mr. Fu and Abax Global Capital (Hong Kong) Limited have entered into a letter agreement dated November 3, 2010, pursuant to which Mr. Fu and an entity or entities nominated by Abax would form an acquisition vehicle (“Buyer”) for the purpose of pursuing the Acquisition.

2. Purchase Price. The consideration payable for each publicly held share of outstanding common stock of the Company (other than those held by Mr. Fu, certain members of the management, any relevant Abax entity and their respective affiliates) will be $11.50 per share in cash.

3. Financing. We intend to finance the Acquisition with a combination of debt and equity capital. We have been in discussion with internationally renowned banks about financing this transaction, and we expect commitments for the debt financing, subject to the terms and conditions set forth therein, to be in place when the Definitive Agreements (as defined below) are signed. Equity financing would be provided from Mr. Fu, an entity or entities nominated by Abax and related sources.

4. Due Diligence. We believe that we will be in a position to complete our due diligence for the Acquisition within thirty days after receiving access to the relevant materials.

5. Definitive Agreements. We are prepared to negotiate and finalize definitive agreements (the “Definitive Agreements”) concurrently with our due diligence review. This proposal is subject to execution of Definitive Agreements. These documents will provide for covenants and conditions typical and appropriate for transactions of this type.

6. Confidentiality. Mr. Fu will, as required by law, promptly file an amendment to his Schedule 13D to disclose this letter and his agreement with Abax. However, we are sure you will agree with us that it is in all of our interests to ensure that we proceed in a confidential manner, unless otherwise required by law, until we have executed Definitive Agreements or terminated our discussions.

7. About Abax. Abax Global Capital is a leading Hong-Kong-based investment fund focused on Pan-Asian private and public investments with an emphasis on Greater China. Founded in 2007, Abax Global Capital’s objective is to invest in and create value for small-to-mid-sized Asian enterprises, thereby generating returns for all stakeholders. Morgan Stanley Investment Management is a minority shareholder of Abax Global Capital, an independently managed investment company.

8. Process. We believe that the Acquisition will provide superior value to the Company’s shareholders. We recognize of course that the Board will evaluate the proposed Acquisition independently before it can make its determination whether to endorse it. Given Mr. Fu’s involvement in the proposed Acquisition, we appreciate that the independent members of the Board will proceed to consider the proposed Acquisition.

9. No Binding Commitment. This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to an Acquisition. Such a commitment will result only from the execution of Definitive Agreements, and then will be on the terms provided in such documentation.

In closing, each of us would like to personally express our commitment to working together to bring this Acquisition to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact the undersigned at +86411 8777 7777 and Donald Yang of Abax Global Capital (Hong Kong) Limited at +852 3602 1988. We look forward to hearing from you.

[Signature Page to Follow]

	Sincerely,

		/s/ Li Fu
	Mr. Li Fu

	Abax Global Capital
	(Hong Kong) Limited

	By:	/s/ Donald Yang
	Name: Donald Yang
	Title: Managing Partner

Signature Page to Proposal Letter

EX-7.03 4 v201047_ex7-03.htm

EXHIBIT 7.03

CONSORTIUM AGREEMENT

Abax Global Capital (Hong Kong) Limited

Two International Finance Centre

Suite 6708, 8 Finance Street, Central

Hong Kong

November 3, 2010

Mr. Li Fu

TYG Center Tower B, Suite 2601

Dongsanhuan Bei Lu, Bing 2

Beijing, 100027, China

Dear Mr. Fu:

Abax Global Capital (Hong Kong) Limited, on behalf of funds managed by it and its nominee entities and its and their affiliates (collectively “Abax”) is interested in pursuing with you a possible acquisition (the “Transaction”) of Fushi Copperweld, Inc. (the “Company”) through a special purpose vehicle (“Bidco”) to be owned by Abax, and you and your nominees (collectively, the “Shareholder”). As a condition to the delivery of a preliminary non-binding proposal letter to the Company (the “Proposal Letter”, the form of which is set forth in Exhibit A hereto) and to further our discussions relating to the Transaction, the Shareholder and Abax agree to the following:

1. Certain Definitions.

“Competing Transaction” shall mean (i) any direct or indirect acquisition by any person or entity of 10% or more of the securities of the Company or any of its material subsidiaries or all or substantially all of its assets, and (ii) a recapitalization, restructuring, merger, consolidation or other business combination involving the Company or any of its material subsidiaries, in either case other than the Transaction.

“Exclusivity Period” shall mean the period beginning on the date hereof and ending on the first to occur of: (i) the date nine months after the date hereof, (ii) the date of execution and delivery of definitive documentation providing for the Transaction (“Definitive Agreements”) and (iii) the mutually agreed termination of this letter agreement; provided that if Definitive Agreements are not entered into prior to the date six months after the date hereof, the Exclusivity Period shall be terminated, unless with your written consent.

“Representatives” shall mean, with respect to a person, such person’s employees, directors, officers, partners, members, affiliates, agents, advisors (including but not limited to legal counsel, accountants, consultants and financial advisors), and any representatives of the foregoing. The Representatives shall include the Advisors as defined in Section 3(c).

“Shareholder Shares” shall mean all capital stock of the Company owned by the Shareholder as of the date hereof either directly or through a holding vehicle.

2. Commitment to the Consortium.

(a) Within the Exclusivity Period and subject to Section 2(b), the Shareholder and Abax agree to deal exclusively with each other with respect to the Transaction, and neither the Shareholder nor Abax will (and the Shareholder and Abax will cause Bidco and their Representatives not to) without the written consent of the other or otherwise in the context of pursuing the Transaction: (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions, negotiations or related activities with any third party with respect to a Competing Transaction, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Transaction, or (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do or omit to do, anything which is directly inconsistent with the Transaction as contemplated under this letter agreement; provided that nothing in this letter agreement shall restrict or prevent Mr. Fu from conducting such activities in his capacity as Chief Executive Officer, Chairman or a member of the Board of the Company insofar as he takes no action in that connection in his capacity as a holder of securities of the Company.

(b) The Shareholder agrees that, within the Exclusivity Period, it will not, and will not permit any of its Representatives to, directly or indirectly: (i) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell, any Shareholder Shares (“Transfer”), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Shareholder Shares, or any right, title or interest thereto or therein, (ii) deposit any Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Shareholder Shares, (iii) take any action that would make have the effect of preventing, disabling or delaying the Shareholder from performing its obligations under this letter agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 2(b).

(c) Subject to Section 2(a), the Shareholder will, and will cause its Representatives to, immediately cease and terminate any existing activities, discussions and negotiations in connection with any Competing Transaction other than with Abax or its affiliates. During the Exclusivity Period, the Shareholder shall provide Abax notice of any unsolicited offer or proposal received in relation to any Competing Transaction, including the terms of any such offer or proposal, and any written communications with respect thereto, which it may receive in its capacity as a holder of securities of the Company.

3. Process.

(a) Upon signing of this letter agreement, Abax and Mr. Fu will promptly deliver the Proposal Letter to the Board of Directors of the Company. The Shareholder intends to prepare and submit a joint filing with the U.S. Securities and Exchange Commission to amend existing Schedule 13Ds as applicable and to disclose the execution of this letter agreement and the delivery of the Proposal Letter.

(b) Within the Exclusivity Period and as permitted by the Board of the Company, Abax and the Shareholder shall as promptly as reasonably practicable conduct a joint assessment of the Company, and shall in good faith and with mutual cooperation use their reasonable best efforts to work together to structure, negotiate and do all things necessary or desirable, subject to Company approval, to enter into the Definitive Agreements. This letter does not constitute any binding commitment with respect to a Transaction. Such a commitment will result only from the execution of Definitive Agreements, and then will be on the terms provided in such documentation. Abax shall coordinate with the Shareholder in performing due diligence, securing debt (as applicable) and equity financing, and structuring and negotiating the Transaction; provided, however, that in no event will either party hereto be obligated without such party’s consent to enter into or otherwise be a party to any Definitive Agreements. This letter constitutes only a preliminary arrangement relating to a Transaction, and does not constitute any binding commitment with respect to a Transaction.

(c) Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) is acting as legal advisor, to the consortium in connection with the Transaction. A financial and placement advisor and any other advisors to the consortium (collectively with Skadden, the “Advisors”) shall be jointly selected by Abax and the Shareholder. Weil Gotshal & Manges (“Weil”) is acting as legal advisor to Abax in connection with the establishing the consortium between Abax on one hand and the other parties, including Shareholder, on the other.

4. Confidentiality. Each of the Shareholder and Abax shall, and shall direct its Representatives to, keep this letter agreement and the Transaction confidential and shall not make any public statement or announcement concerning or disclose to any third party the fact that discussions or negotiations are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, including the status thereof, other than as mutually agreed in writing by the Shareholder and Abax or as required by applicable laws, rules or regulations. Each of Abax and the Shareholder will coordinate in good faith all press releases and other public relation matters relating to the Transaction.

5. Shareholders Agreement. The Shareholder and a special purpose subsidiary of an investment fund advised by Abax shall, and shall cause Bidco to, enter into a shareholders agreement (the “Shareholders Agreement”) at or prior to the completion of the Transaction, on terms and conditions mutually agreed by Abax and the Shareholder.

6. Certain Fees and Expenses.

(a) If the Transaction is not eventually consummated without any breach by either Abax or the Shareholder of this letter agreement, the parties agree: (I) to share, ratably based on such party’s planned equity participation in the Transaction, fees and out-of-pocket expenses payable by them in connection with the Transaction incurred prior to the termination of this letter agreement, including any fees and expenses (A) subject to sub-clause (II) of this paragraph, payable to the Advisors, (B) payable to any lenders and other financing sources, and (C) incurred in the defense, pursuit or settlement of any disputes or litigation relating to the Transaction (whether incurred prior to the termination of this letter agreement or not); and (II) that Mr. Fu shall pay all fees and out of pocket expenses incurred by Skadden and any other legal Advisors solely in connection with their representation of the Shareholder but not the Consortium, and Abax shall pay all fees and out of pocket expenses incurred by Weil solely in connection with its representation of Abax but not the Consortium.

(b) Upon consummation of the Transaction, Bidco shall reimburse each party hereto for all fees and out-of-pocket expenses incurred by them in connection with the Transaction.

(c) Each of the Shareholder and Abax shall share, ratably based on such party’s planned equity participation in the Transaction, any termination, topping, break-up or other fees or amounts (including amounts paid in settlement of any dispute or litigation relating to the Transaction) payable by the Company or Bidco (or one or more of its affiliates or designees), net of the expenses required to be borne by them pursuant to Section 6(a).

7. Remedies. It is understood and agreed that money damages may not be a sufficient remedy for a breach of this letter agreement by any party hereto and that each party hereto shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach by the other party. Such remedies shall not be deemed to be the exclusive remedies for a breach by a party of this letter agreement but shall be in addition to all other remedies available at law or equity to the other party hereto. Each of the parties hereto further agrees not to raise as a defense or objection to the request or granting of such relief that any breach of this letter agreement is or would be compensable by an award of money damages, and each party hereto agrees to waive any requirements for the securing or posting of any bond in connection with such remedy.

8. Governing Law; Arbitration. This letter agreement and all matters arising out of or relating to this letter agreement shall be governed by and construed in accordance with the laws of Hong Kong, without reference to conflict of laws principles. Any dispute, controversy or claim arising out of or relating to this letter agreement, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “Rules”) in force when the notice of arbitration is submitted in accordance with these Rules. There shall be three arbitrators. The arbitration proceedings shall be conducted in English.

9. No Modification. No provision in this letter agreement can be waived, modified or amended except by written consent of the parties, which consent shall specifically refer to the provision to be waived, modified or amended and shall explicitly make such waiver, modification or amendment.

10. No Waiver of Rights. It is understood and agreed that no failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

11. Counterparts; Entire Agreement. This letter agreement may be signed and delivered by facsimile or portable document format via electronic mail and in one or more counterparts, each of which shall be deemed an original but all of which shall be deemed to constitute a single instrument. This Agreement sets forth the entire agreement and understanding among the parties and supersedes all prior agreements, discussions and documents relating thereto. No party hereto will be entitled to punitive, exemplary, special, unforeseen, incidental, indirect or other consequential damages.

12. Severability. If any provision of this letter agreement is found to violate any statute, regulation, rule, order or decree of any governmental authority, court, agency or exchange, such invalidity shall not be deemed to affect any other provision hereof or the validity of the remainder of this letter agreement, and such invalid provision shall be deemed deleted herefrom to the minimum extent necessary to cure such violation.

13. Successors. This letter agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and assigns. Neither party may assign or transfer, directly or indirectly, its rights or obligations under this letter agreement without the prior written consent of the other except as provided herein. No assignment will relieve the assignor of its obligations hereunder.

14. No Third Party Beneficiaries. Unless otherwise specifically provided herein, the parties hereto each agree and acknowledge that nothing herein expressed or implied is intended to confer upon or give any rights or remedies to persons not party to this agreement under or by reason of this letter agreement.

15. Term. This letter agreement shall terminate on the earlier of (i) the first anniversary of the date hereof and (ii) the execution and delivery of the Definitive Agreements; provided that Sections 5 through 14 shall survive any termination of this letter agreement.

Please confirm your agreement with the foregoing by having a duly authorized officer of your organization sign and return one copy of this letter to the undersigned, whereupon this letter agreement shall become a binding agreement among Mr. Fu and Abax.

	Very truly yours,

	Abax Global Capital (Hong Kong) Limited

	By:	/s/ Donald Yang
		Name: Donald Yang
		Title: Managing Partner

CONFIRMED AND AGREED

as of the date written above:

	/s/ Li Fu
	Li Fu

Signature Page to Consortium Agreement

Exhibit A

Proposal Letter

EX-7.04 5 v201047_ex7-04.htm

EXHIBIT 7.04

DEUTSCHE BANK AG LETTER

	Deutsche Bank AG Global Banking 55/F Cheung Kong Center 2 Queen’s Road Central Hong Kong Tel. (852) 2203 8888 Fax (852) 2203 7300
	November 3, 2010

Attention: Mr. Li Fu

1 Shuang Qiang

Jinzhou, Dalian, 116100

People Republic of China

Attention: Mr. Donald Yang

Abax Global Capital

Two International Finance Centre

Suite 6708, 8 Finance Street, Central

Hong Kong

Dear Mr. Fu and Mr. Yang:

We, Deutsche Bank AG, Hong Kong Branch (“Deutsche Bank” or “DB”) refer to our recent discussions with you, in connection with the proposed acquisition via a special purpose vehicle owned by Mr Fu and Abax Global Capital (the “Client”), through purchase, merger, joint venture or otherwise, whether effected in a single transaction or a series of related transactions, of 50% or more of the voting power or all or a substantial portion of the business or assets of Fushi Copperweld, Incorporated (the “Target”) (the “Acquisition”).

On the basis of such discussions and the information received by us to date (the “Information”) and our analysis thereof, we are highly confident that we would be able to arrange debt financing package in the form of a bridge loan of up to US$175 million (the “Financing”) in connection with the Acquisition, subject to customary conditions, including, amongst others: (i) satisfactory determination of the structure of the Acquisition and the terms and conditions of the Financing, (ii) satisfactory completion of due diligence, including but not limited to auditor’s review of the Target’s historical financials as well as other third-party due diligence (iii) receipt of all internal credit committee and other required external approvals, (iv) no material adverse change in the capital and/or broader financing markets or in the business, financial condition, assets or prospects of the Client and the Target, and (v) execution of documentation relating to the Acquisition and the Financing in a form satisfactory to Deutsche Bank.

We are of the opinion based on our preliminary understanding of the business that it has a number of highly attractive characteristics from a debt financing perspective, which we would expect to make the Financing very well received in the debt markets. Deutsche Bank believes that we should be able to work expeditiously with you towards completing the Acquisition based on our understanding of the capital markets and industry sector, together with our substantial US, European and Asian financing experience in the senior bank loan, mezzanine and high yield capital markets in recent comparable transactions.

The terms of this letter and its existence are confidential. This letter of interest is issued for your benefit only and no other person or entity may rely on it, except that you may disclose a copy to Target and its advisers for the purpose only of substantiating our interest in the Financing, subject always to the terms of this letter and on the basis that the Target and its advisers may place no reliance on it and may not disclose it to any other party. Deutsche Bank shall not be responsible or liable to you or to any other person or entity for any damages or loss that may be alleged as a result of this letter.

Chairman of the Supervisory Board: Clemens Börsig

Management Board: Josef Ackermann (Chairman),

Hugo Bänziger, Michael Cohrs, Jürgen Fitschen, Anshuman Jain,

Stefan Krause, Hermann-Josef Lamberti, Rainer Neske

Deutsche Bank Aktiengesellschaft domiciled in Frankfurt am Main

HRB No. 30 000 · Frankfurt am Main Local Court

VAT ID No. DE114103379

Deutsche Bank Group on the Internet: www.db.com

This letter is for discussion purposes only and save for your obligation of confidentiality described above, this letter is not intended to create legal relations between us and is not an offer of financing or a commitment with respect to the Financing or any other financing and creates no obligation or liability on Deutsche Bank to provide, arrange, underwrite or participate in any financing.

We look forward to working with you.

Yours sincerely,

DEUTSCHE BANK AG, HONG KONG BRANCH

	By:	/s/ Douglas Morton
		Name: Douglas Morton
		Title: Managing Director

	By:	/s/ Daniel Mamadou
		Name: Daniel Mamadou
		Title: Managing Director

- 2 - -

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