-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qo8KQhsTRlYwYmtHNzKvwbg8uz0VGocvKWloS5zU3mJ2n6gRlmCZzrZJu9IoT/UF r+SITmArhpBzAcKUYrrMQQ== 0000909518-11-000011.txt : 20110110 0000909518-11-000011.hdr.sgml : 20110110 20110110172033 ACCESSION NUMBER: 0000909518-11-000011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110110 DATE AS OF CHANGE: 20110110 GROUP MEMBERS: ABAX ARHAT FUND GROUP MEMBERS: ABAX CLAREMONT LTD. GROUP MEMBERS: ABAX GLOBAL CAPITAL GROUP MEMBERS: ABAX GLOBAL CAPITAL (HONG KONG) LIMITED GROUP MEMBERS: ABAX GLOBAL OPPORTUNITIES FUND GROUP MEMBERS: ABAX JADE LTD. GROUP MEMBERS: ABAX NAI XIN A LTD. GROUP MEMBERS: ABAX UPLAND FUND LLC GROUP MEMBERS: AGC ASIA 3 LTD. GROUP MEMBERS: XIANG DONG YANG 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-80112 FILM NUMBER: 11520927 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Abax Lotus Ltd. CENTRAL INDEX KEY: 0001424691 IRS NUMBER: 980543044 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: WALKER HOUSE STREET 2: 87 MARY STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9002 BUSINESS PHONE: 852 3602-1809 MAIL ADDRESS: STREET 1: C/O ABAX GLOBAL CAPITAL (HONG KONG) LTD. STREET 2: S.6708,67/F,2 INT'L.FIN.CTR,8 FINANCE ST CITY: CENTRAL STATE: K3 ZIP: 00000 SC 13D 1 mm01-1011harbin_sc13d.htm mm01-1011harbin_sc13d.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No.  )*
 

Harbin Electric, Inc.
(Name of Issuer)
 
 
Common Stock, Par Value $.00001
(Title of Class of Securities)
 
 
41145W 10 9
(CUSIP Number)
 
 
 
Donald Yang
Abax Global Capital (Hong Kong) Limited
Two International Finance Centre
Suite 6708, 8 Finance Street, Central
Hong Kong
(+852) 3602 1800
 
   
With copies to:
 
 
 
Richard Yee
Abax Global Capital (Hong Kong) Limited
Two International Finance Centre
Suite 6708, 8 Finance Street, Central
Hong Kong
(+852) 3602 1800
 
 
   
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
 
January 9, 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.  x
 
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).

 
 
 
 
 
 
 

 

 

 
2

 



CUSIP No.
41145W 10 9
  Page 3 of 22
 
1.
NAME OF REPORTING PERSON:  Abax Lotus Ltd.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨
(b)  x
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
964,267 (See Item 5)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
964,267 (See Item 5)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
964,267 (See Item 5)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x (See Item 5)
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1% (See Item 5)
14.
TYPE OF REPORTING PERSON
CO
 

 

 

 



CUSIP No.
41145W 10 9
  Page 4 of 22

1.
NAME OF REPORTING PERSON:  Abax Jade Ltd.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨
(b)  x
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
131,240 (See Item 5)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
131,240 (See Item 5)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,240 (See Item 5)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x (See Item 5)
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1% (See Item 5)
14.
TYPE OF REPORTING PERSON
CO
 

 

 

 



CUSIP No.
41145W 10 9
  Page 5 of 22

1.
NAME OF REPORTING PERSON:  Abax Nai Xin A Ltd.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨
(b)  x
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
466,467 (See Item 5)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
466,467 (See Item 5)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,467 (See Item 5)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x (See Item 5)
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5% (See Item 5)
14.
TYPE OF REPORTING PERSON
CO
 

 

 

 



CUSIP No.
41145W 10 9
  Page 6 of 22

1.
NAME OF REPORTING PERSON:  Abax Global Opportunities Fund
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨
(b)  x
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
1,561,974 (See Item 5)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
1,561,974 (See Item 5)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,561,974 (See Item 5)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x (See Item 5)
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% (See Item 5)
14.
TYPE OF REPORTING PERSON
CO
 

 

 

 



CUSIP No.
41145W 10 9
  Page 7 of 22
 
1.
NAME OF REPORTING PERSON:  Abax Upland Fund LLC
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨
(b)  x
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
1,561,974 (See Item 5)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
1,561,974 (See Item 5)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,561,974 (See Item 5)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x (See Item 5)
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% (See Item 5)
14.
TYPE OF REPORTING PERSON
OO
 

 

 

 



CUSIP No.
41145W 10 9
  Page 8 of 22
 
1.
NAME OF REPORTING PERSON:  Abax Arhat Fund
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨
(b)  x
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
1,561,974 (See Item 5)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
1,561,974 (See Item 5)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,561,974 (See Item 5)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x (See Item 5)
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% (See Item 5)
14.
TYPE OF REPORTING PERSON
CO
 

 

 

 



CUSIP No.
41145W 10 9
  Page 9 of 22
 
1.
NAME OF REPORTING PERSON:  Abax Claremont Ltd.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨
(b)  x
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
1,561,974 (See Item 5)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
1,561,974 (See Item 5)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,561,974 (See Item 5)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x (See Item 5)
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% (See Item 5)
14.
TYPE OF REPORTING PERSON
CO
 

 

 

 



CUSIP No.
41145W 10 9
  Page 10 of 22
 
1.
NAME OF REPORTING PERSON:  Abax Global Capital
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨
(b)  x
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
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
1,561,974 (See Item 5)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
1,561,974 (See Item 5)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,561,974 (See Item 5)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x (See Item 5)
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% (See Item 5)
14.
TYPE OF REPORTING PERSON
CO
 

 

 

 



CUSIP No.
41145W 10 9
  Page 11 of 22
 
1.
NAME OF REPORTING PERSON:  AGC Asia 3 Ltd.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨
(b)  x
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
130,046 (See Item 5)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
130,046 (See Item 5)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,046 (See Item 5)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x (See Item 5)
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1% (See Item 5)
14.
TYPE OF REPORTING PERSON
CO
 

 

 

 



CUSIP No.
41145W 10 9
  Page 12 of 22
 
1.
NAME OF REPORTING PERSON:  Abax Global Capital (Hong Kong) Limited
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨
(b)  x
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
1,692,020 (See Item 5)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
1,692,020 (See Item 5)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,020 (See Item 5)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5)
14.
TYPE OF REPORTING PERSON
CO
 

 

 

 



CUSIP No.
41145W 10 9
  Page 13 of 22

1.
NAME OF REPORTING PERSON:  Xiang Dong Yang
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨
(b)  x
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
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
1,692,020 (See Item 5)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
1,692,020 (See Item 5)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,020 (See Item 5)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5)
14.
TYPE OF REPORTING PERSON
IN

 

 

This Schedule 13D (the “Schedule 13D”) is filed jointly by Abax Lotus Ltd. (“Abax Lotus”), Abax Jade Ltd. (“Abax Jade”), 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”), AGC Asia 3 Ltd. (“AGC Asia 3”), Abax Global Capital (Hong Kong) Limited (“Abax HK”), Abax Nai Xin A Ltd. (“Abax Nai Xin”) and Xiang Dong Yang (“Mr. Yang”, collectively with Abax Lotus, Abax Jade, Global Fund, Upland, Arhat, Upland Managing Member, AGC, AGC Asia 3, Abax HK, Abax Nai Xin, the “Abax Parties”). The Abax Parties are collectively referred to herein as the “Reportin g Persons”.  This Schedule 13D represents the initial statement on Schedule 13D filed by the Abax Parties with respect to Harbin Electric, Inc. (the “Issuer”) and amends the information provided by the Abax Parties on Schedule 13G filed on December 9, 2010.

Item 1.                                Security and Issuer.

This Schedule 13D relates to the shares of common stock, par value $.00001 (“Common Stock”), of the Issuer.  As of the date of this Statement, the Issuer has 31,250,820 shares of Common Stock issued and outstanding.  The principal executive offices of the Issuer are located at No. 9, Ha Ping Xi Lu, Ji Zhong Qu, Harbin Kai Fa Qu, Harbin 150001, People’s Republic of China.

Item 2.                                Identity and Background

(a) This Schedule 13D is being filed jointly on behalf of the Reporting Persons. A Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 1.

The Reporting Persons may participate in the transactions described in Item 4 below, and may be deemed to constitute a “group” within the meaning of Rule 13(d)-5(b) promulgated under 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 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:
 
 
Each Abax Person (as defined in Item 2(c) below) and each Abax Party’s business address is Two International Finance Centre, Suite 6708, 67/F, 8 Finance Street, Central, Hong Kong.

(c)  Global Fund is the sole shareholder of Abax Lotus, Abax Nai Xin and Abax Jade. Arhat and Upland together hold 100% of the Global Fund. AGC is the managing shareholder of Arhat and sole shareholder of Abax HK while Upland Managing Member is the managing member of Upland. Abax HK is the investment advisor to AGC, Arhat, Upland, the Global Fund, and AGC Asia 3 and is an asset manager focused on Asian private and public investments with an emphasis on Greater China.

Mr. Yang is the ultimate controlling person of AGC and Upland Managing Member and may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all shares of Common Stock that are owned beneficially and directly by Abax Nai Xin, Abax Jade and Abax Lotus.  Mr. Yang is the ultimate controlling shareholder of Abax HK and may be deemed to beneficially own the shares owned by AGC Asia 3.  Each of Arhat, Upland, AGC, Upland Managing Member, Abax HK, the Global Fund and Mr. Yang disclaims beneficial ownership of such shares for all other purposes.

 
14

 


The name, title, present principal occupation or employment of each of the directors and executive officers of each Abax Party, each of which is an “Abax Person” is set forth below:

For Abax HK and AGC:

Name
Occupation/Position
Entity
Mr. Yang
President, Chief Investment Officer and Director
Abax HK and AGC
Mr. Frank Feng Qian
Chief Risk Officer and Director
Abax HK and AGC
Mr. William Hoi Hin Chan
Managing Director
Abax HK and AGC
Mr. John Lu Goh
Managing Director
Abax HK and AGC
Mr. Richard Yee
General Counsel and Compliance Officer
Abax HK and AGC

For Abax Lotus, Abax Jade, Abax Nai Xin, Global Fund, Arhat, and Upland Managing Member:

Name
Occupation/Position
Entity
Mr. Yang
Director
Abax Lotus, Abax Jade, Abax Nai Xin, Global Fund, Arhat, Upland Managing Member
Mr. Frank Feng Qian
Director
Abax Lotus, Abax Jade, Abax Nai Xin, Global Fund, Arhat, Upland Managing Member
Mr. Ron Silverton
Director
Abax Lotus, Abax Jade, Abax Nai Xin, Global Fund, Arhat, Upland Managing Member
Mr. Xiaoxin Chen
Director
Abax Lotus, Abax Jade, Abax Nai Xin, Global Fund, Arhat, Upland Managing Member

For AGC Asia 3:

Mr. Yang
Director
AGC Asia 3
Mr. Frank Feng Qian
Director
AGC Asia 3
 
 
(d)  During the past five years, no Abax Party nor any Abax Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)  During the past five years, no Abax Party 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) Abax Lotus is a Cayman Islands domiciled exempted company; Abax Jade is a Cayman Islands domiciled exempted company; Global Fund is a Cayman Islands domiciled exempted company; Upland is a Delaware limited liability company; Arhat is a Cayman Islands domiciled

 
15

 

exempted company; Upland Managing Member is a Cayman Islands domiciled exempted company; AGC is a Cayman Islands domiciled exempted company; AGC Asia 3 is a Cayman Islands domiciled exempted company; Abax HK is a Hong Kong company; Abax Nai Xin is a Cayman Islands domiciled exempted company; Mr. Yang is a citizen of Hong Kong; Mr. Qian is a citizen of the People’s Republic of China; Mr. Chan is a citizen of Hong Kong; Mr. Goh is a citizen of Singapore; Mr. Yee is a citizen of the United States; Mr. Silverton is a citizen of the United States; and Mr. Chen 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

Except as described in Item 5(c) below, the shares of Common Stock owned by an Abax Party were purchased in broker’s transactions on Nasdaq at an aggregate purchase cost of approximately US$23,956,200. The source of funds was from the investors in the Abax Parties.

Item 4.                                Purpose of Transaction

The Abax Parties acquired all of the shares of Common Stock owned by them for investment purposes in the ordinary course of business. The Abax Parties intend to review their holdings in the Issuer on a continuing basis and, depending upon the price and availability of the Issuer’s securities, subsequent developments affecting the Issuer, the business prospects of the Issuer, general stock market and economic conditions, tax considerations and other factors deemed relevant, may consider increasing or decreasing their investment in the Issuer. As part of this ongoing review, the Abax Parties have engaged and/or may in the future engage, legal and financial advisors to assist them in such review and in evaluating strategic alternatives that are or may become available with respect to their holdings in the Issuer.

On January 9, 2011, Abax HK and the Issuer entered into a confidentiality letter agreement with the Issuer (with respect to receipt of confidential information regarding the Issuer in consideration of a possible negotiated transaction with the Issuer) and a Standstill Agreement with the Issuer. Pursuant to the terms of the Standstill Agreement, a copy of which is attached hereto as Exhibit 2 and incorporated by reference as if set forth in its entirety, Abax HK agreed to certain restrictions on the actions of Abax HK and its affiliates with respect to the Issuer’s securities for the period commencing on January 9, 2011 and ending on the earlier of (1) 18 months from January 9, 2011 and (2) the public announcement by the Issuer that its Board of Directors has approved, or that the Issuer has entered into, a definitive agreement pr oviding for a business combination or sale transaction involving all or substantially all of the Issuer and its assets or its equity interests, unless specifically invited in writing by the Issuer.

No assurances can be given that any agreement with the Issuer relating to any potential transactions will be entered into or be consummated. No binding obligation on the part of the Issuer or any Abax Party shall arise with respect to any potential transactions 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 (although they reserve the right to develop such plans).

 
16

 


Item 5.                                Interest in Securities of the Issuer
 
(a)-(b) The cover pages of this Schedule 13D are incorporated herein by reference as if set forth in their entirety.

Abax Lotus holds 964,267 shares of Common Stock, approximately 3.1% of the outstanding shares of Common Stock. Abax Nai Xin holds 466,467 shares of Common Stock, approximately 1.5% of the outstanding shares of Common Stock. Abax Jade holds 131,240 shares of Common Stock, less than 1% of the outstanding shares of Common Stock. AGC Asia 3 holds 130,046 shares of Common Stock, less than 1% of the outstanding shares of Common Stock. Abax HK is the investment advisor to AGC Asia 3. Mr. Yang is a director, Chief Investment Officer and President of Abax HK and a director of AGC Asia 3 as well as the ultimate controlling shareholder of Abax HK.  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 each of Abax Lotus, Abax Jade, Abax Nai Xin and AGC Asia 3. Due to their control relationship over each of Abax Lotus, Abax Nai Xin and Abax Jade, each of AGC, Upland Managing Member, Arhat, Upland and Global Fund may be deemed to beneficially own an aggregate of 1,561,974 shares of Common Stock, or 5% of the outstanding shares of Common Stock. Due to Mr. Yang’s control relationship over all of these entities, he may therefore may be deemed to beneficially own and have shared voting and dispositive power over the shares of Common Stock owned by each of the Abax Parties, which aggregate number is 1,692,020, representing 5.4% of the outstanding shares of Common Stock.

By virtue of 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.

(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 Issuer during the past sixty (60) days, except that:

(i) AGC Asia 3 (1) on November 8, 2010 sold 100 call option contracts each for 100 shares of Common Stock, with a strike price of US$20.00 per share, at an average price per share of US$.30 in broker’s transactions on Nasdaq, (2) on November 10, 2010 purchased 15,000 shares of Common Stock at an average price per share of US$20.414 in broker’s transactions on Nasdaq, (3) on November 17, 2010 sold 100 call option contracts each for 100 shares of Common Stock, with a strike price of US$22.50 per share, at an average price per share of US$.60 in broker’s transactions on Nasdaq and (4) on November 30, 2010 purchased 10,000 shares of Common Stock at an average price per share of US$16.1528 from Abax Lotus; and

(ii) Abax Lotus (1) on November 30, 2010 purchased 100,000 shares of Common Stock at an average price per share of US$16.0839 in broker’s transactions on Nasdaq, (2) on November 30, 2010 purchased 50,000 shares of Common Stock at an average price per share of US$16.2377 in broker’s transactions on Nasdaq and (3) on November 30, 2010 sold 10,000 shares of Common Stock at an average price per share of US$16.1528 to AGC Asia 3.

(d) Not applicable.

(e) Not applicable.

 
17

 

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

Item 4 of this Schedule 13D and Item 5 of this Schedule 13D are incorporated herein by reference. In addition, on September 17, 2010, Abax Lotus shorted 122 call option contracts each for 100 shares of Common Stock, with a strike price of US$25.00 per share, for US$.40 per contract. These options expire on March 25, 2011.

A copy of the Joint Filing Agreement among the Reporting Persons is attached as Exhibit 1 hereto.

To the best knowledge of the Reporting Persons, except as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

Item 7.                                Material to Be Filed as Exhibits
 
 
The following is filed herewith as Exhibits to this Schedule 13D:
 
 
Exhibit 1
Joint Filing Agreement by and among the Reporting Persons, dated January 10, 2011
 
 
Exhibit 2
Standstill Agreement by and among Abax HK and Harbin Electric, Inc., dated January 9, 2011
 

 
18

 

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 is true, complete and correct.
 
Dated:           January 10, 2011

 
ABAX LOTUS LTD.
 
By:   /s/  Xiang Dong Yang            
Name: Xiang Dong Yang
Title: Director
 

 
ABAX JADE LTD.
 
By:   /s/  Xiang Dong Yang            
Name: Xiang Dong Yang
Title: Director

 
ABAX NAI XIN A LTD.
 
By:   /s/  Xiang Dong Yang            
Name: Xiang Dong Yang
Title: Director

 
ABAX GLOBAL OPPORTUNITIES FUND
 
By:   /s/  Xiang Dong Yang            
Name: Xiang Dong Yang
Title: Director

 

 
 
19

 
 
 
 
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

 
AGC ASIA 3 LTD.
 
By:   /s/  Xiang Dong Yang            
Name: Xiang Dong Yang
Title: Director
 
 

 
 
20

 
 
 
 
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
 


 
21

 


Exhibit Index
 

 
Exhibit Number
 
Description
 
Exhibit 1
Joint Filing Agreement by and among the Reporting Persons, dated January 10, 2011
 
Exhibit 2
Standstill Agreement by and among Abax HK and Harbin
Electric, Inc., dated January 9, 2011
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22
EX-99.1 2 mm01-1011harbin_sc13de1.htm EX.99.1 - JOINT FILING AGREEMENT mm01-1011harbin_sc13de1.htm
EXHIBIT 1
 
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.

Dated:           January 10, 2011
 
 
ABAX LOTUS LTD.
 
By:   /s/  Xiang Dong Yang            
Name: Xiang Dong Yang
Title: Director
 

 
ABAX JADE LTD.
 
By:   /s/  Xiang Dong Yang            
Name: Xiang Dong Yang
Title: Director

 
ABAX NAI XIN A LTD.
 
By:   /s/  Xiang Dong Yang            
Name: Xiang Dong Yang
Title: Director

 
ABAX GLOBAL OPPORTUNITIES FUND
 
By:   /s/  Xiang Dong Yang            
Name: Xiang Dong Yang
Title: Director
 
 
 

 
 

 

 
 

 
 
 
ABAX UPLAND FUND, LLC
 
By:   ABAX CLAREMONT LTD. in its capacity as
         Managing Member
 
By:   /s/  Xiang Dong Yang            
Name: Xiang Dong Yang
Title: Director
 
 
ABAX ARHAT FUND
 
By:   /s/  Xiang Dong Yang            
Name: Xiang Dong Yang
Title: Director

 
ABAX CLAREMONT LTD.
 
By:   /s/  Xiang Dong Yang            
Name: Xiang Dong Yang
Title: Director

 
ABAX GLOBAL CAPITAL
 
By:   /s/  Xiang Dong Yang            
Name: Xiang Dong Yang
Title: Director

 
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-99.2 3 mm01-1011harbin_sc13de2.htm EX.99.2 - STANDSTILL AGREEMENT mm01-1011harbin_sc13de2.htm
 
EXHIBIT 2

 
STANDSTILL AGREEMENT
 
This STANDSTILL AGREEMENT (the “Agreement”) is entered into as of this 9th day of January 2011 (the “Effective Date”), between Harbin Electric, Inc., a Nevada corporation (the “Company”) and Abax Global Capital (Hong Kong) Limited, a Hong Kong company (the “Abax”).  Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Letter Agreement (defined below).
 
RECITALS
 
WHEREAS, the Company and Abax have entered into that certain letter agreement of even date herewith (the “Letter Agreement”) regarding, among other things, the provision by the Company to Abax of certain information defined in the Letter Agreement as “Evaluation Material,” and pursuant to which Abax has agreed, among other things, to keep confidential the Evaluation Material; and
 
WHEREAS, as a specific condition to the Company’s agreement to enter into the Letter Agreement and in consideration of the provision by the Company to Abax of the Evaluation Material, Abax has agreed to enter into this Agreement which the parties intend to be a fully enforceable and binding agreement between them.
 
AGREEMENT
 
NOW THEREFORE, BE IT RESOLVED, that Abax hereby acknowledges and agrees that the Evaluation Material furnished to Abax by the Company is furnished in consideration of this Agreement, and the Company and Abax do hereby further agree as follows:
 
1.  
Standstill.
 
For the period commencing on the date hereof and ending on the earlier of (1) 18 months from the date hereof and (2) the public announcement by the Company that its Board of Directors has approved, or that the Company has entered into, a definitive agreement providing for a business combination or sale transaction involving all or substantially all of the Company and its assets or its equity interests, unless specifically invited in writing by the Company, neither Abax nor any of Abax’s affiliates or Representatives will in any manner, directly or indirectly:  (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or participate in, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any sec urities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger or other business combination involving the Company or any of its subsidiaries, or any of the assets of the Company or any of its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company, including soliciting consents or taking other action with respect to the calling of a special meeting of the Company’s

 
1

 

 
stockholders; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company; (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board of Directors or policies of the Company or to obtain representation on the Board of Directors of the Company; (d) disclose or direct any person to disclose any intention, plan or arrangement inconsistent with the foregoing; (e) take any action that could reasonably be expected to result in a request to disclose Transaction Information or all or any part of the information contained in the Evaluation Material by a court of competent jurisdiction or by a governmental body; (f) take any action that could reasonably be expected to force the Company to make a public announcem ent regarding any of the types of matters set forth in this section; or (g) advise, assist or encourage or direct any person to advise, assist or encourage any other persons in connection with any of the foregoing.
 
2.  
Waiver; Entire Agreement; Company Consents.  It is further understood and agreed that no failure or delay by the Company in exercising any right, power or privilege under this Agreement 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 right, power or privilege hereunder.  This Agreement represents the entire understanding of the parties with respect to the matters referred to in this Agreement and supersedes all prior and contemporaneous understandings, written or oral, between the parties with respect to such matters; provided , however, nothing contained herein shall be deemed to supersede or amend in any way the Letter Agreement, which shall remain in full force and effect.  Any consent of the Company required under this Agreement may only be granted by and in the sole discretion of the Special Committee of the Board of Directors of the Company established by the Company’s Board of Directors on October 10, 2010.
 
3.  
Assignment.  Any assignment of this Agreement by Abax without the prior written consent of the Company shall be void.
 
4.  
Enforcement.  The parties hereto acknowledge that money damages are an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered by the Company in the event that this Agreement is breached.  Therefore, Abax agrees that the Company may obtain specific performance of this Agreement and injunctive or other equitable relief as a remedy for any such breach or threatened breach, and Abax further waives any requirement for the securing or posting of any bond in connection with any such remedy.  Such remedy shall not be deemed to be the exclusive remedy for Abax’s breach of this Agreement, but shall be in addition to all other remedies available at law or equity to the Company.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
 
5.  
Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, without giving effect to the principles of conflicts of laws thereof.  Abax, on behalf of itself and each of its affiliates hereby

 
2

 

 
irrevocably submits to (i) the exclusive jurisdiction of Nevada state courts and any federal court sitting in the City of Las Vegas for purposes of any suit, action or other proceeding arising out of this Agreement, or of the transactions contemplated hereby, that is brought by or against Abax or any of its affiliates, and (ii) the exclusive venue of such suit, action or proceeding in the City of Las Vegas.
 
6.  
Counterparts.  This Agreement may be executed by facsimile or electronic signature in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same document.
 
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first set forth above.


 
Harbin Electric, Inc.,
a Nevada corporation
 
By:  Harbin Electric, Inc. Special Committee of the Board of Directors
 
       
       
 
By:
/s/  Boyd Plowman  
    Name: Boyd Plowman   
    Title:  Chairman   

 
  Abax Global Capital (Hong Kong) Limited  
       
 
By:
/s/  Richard Yee  
    Name:  Richard Yee  
    Title:  Authorized Signatory  
       
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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