1.
|
Name of Reporting Person
|
S.S. or I.R.S. Identification No. of above person
ARCH Digital Holdings Limited
ARC Capital Holdings Limited
ARC Capital Partners Limited
|
2.
|
Check the Appropriate Box if a Member of a Group*
|
3.
|
SEC Use Only
|
4.
|
Source of Funds
|
N/A
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
|
¨
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6.
|
Citizenship or Place of Organization
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7. Sole Voting Power
0
|
8. Shared Voting Power
0
|
|
9. Sole Dispositive Power
0
|
|
10. Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
þ
|
13.
|
Percent of Class Represented by Amount in Row 11
|
0%
|
14.
|
Type of Reporting Person *
|
Reporting person
|
Amount beneficially owned:
|
Percent of class:
|
Sole power to vote or direct the vote:
|
Shared power to vote or to direct the vote:
|
Sole power to dispose or to direct the disposition of:
|
Shared power to dispose or to direct the disposition of:
|
||||||||||||||||||
ARCH
|
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
ARC Capital Holdings Limited
|
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
ARC Capital Partners Limited
|
0 | 0 | % | 0 | 0 | 0 | 0 |
Exhibit H
|
Plan of Merger, dated August 25, 2011, by and among Fortress Merger Sub Limited and Funtalk China Holdings Limited
|
ARCH DIGITAL HOLDINGS LIMITED
|
|||||
By:
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/s/Rachel Chiang
|
||||
Name:
|
Rachel Chiang
|
||||
Title:
|
Director
|
ARC CAPITAL HOLDINGS LIMITED
|
|||||
By:
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/s/Allan Liu
|
||||
Name:
|
Allan Liu
|
||||
Title:
|
Director
|
ARC CAPITAL PARTNERS LIMITED
|
|||||
By:
|
/s/Allan Liu
|
||||
Name:
|
Allan Liu
|
||||
Title:
|
Authorized Signatory
|
(1)
|
FORTRESS MERGER SUB LIMITED, an exempted company incorporated under the laws of the Cayman Islands on 3 May 2011, with its registered office situate at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands (“Mergersub”); and
|
(2)
|
FUNTALK CHINA HOLDINGS LIMITED, an exempted company with limited liability registered by way of continuation under the laws of the Cayman Islands on 9 July 2009, with its registered office situate at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“Funtalk” or “Surviving Company” and together with Mergersub, the “Constituent Companies”).
|
(a)
|
Mergersub and Funtalk have agreed to merge (the “Merger”) on the terms and conditions contained or referred to in an agreement (the “Agreement”) dated 31 May 2011 made between Fortress Group Limited, Mergersub and Funtalk, a copy of which is attached as Annex A to this Plan of Merger and under the provisions of Part XVI of the Companies Law Cap.22 (Law 3 of 1961, as consolidated an revised) (the “Companies Law”).
|
(b)
|
This Plan of Merger is made in accordance with section 233 of the Companies Law.
|
1.
|
The Constituent Companies to the Merger are Fortress Merger Sub Limited and Funtalk China Holdings Limited.
|
2.
|
The name of the Surviving Company shall be Funtalk China Holdings Limited.
|
3.
|
The Surviving Company shall have its registered office situate at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY 1-1104, Cayman Islands.
|
4.
|
Immediately prior to the Merger the authorized share capital of Mergersub was US$50,000 divided into 50,000,000 ordinary shares of US$0.001 par value per share all of which have been issued.
|
5.
|
Immediately prior to the Merger the authorized share capital of Funtalk was US$1,000,000 divided into 1,000,000,000 ordinary shares of US$0.001 par value per share of which 60,263,183 ordinary shares had been issued fully paid.
|
6.
|
The authorized share capital of the Surviving Company shall be US$50,000 divided into 50,000,000 ordinary shares of US$0.001 par value per share.
|
7.
|
On the Effective Date (as defined below) and in accordance with the terms and conditions of the Agreement:
|
(a)
|
Each ordinary share, par value US$0.001 per share, of Funtalk, other than (i) any Dissenters Shares (as defined in the Agreement); and (ii) Consortium Shares (as defined in the Agreement); and (iii) any ordinary shares beneficially owned (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934) by any direct or indirect wholly owned subsidiary of Funtalk (“Excluded Shares”) shall be cancelled in exchange for the right to receive the Merger Consideration (as defined in the Agreement).
|
(b)
|
Consortium Shares and any Excluded Shares shall be cancelled for no consideration.
|
(c)
|
Dissenters Shares shall be cancelled in exchange for a payment resulting from the procedure in section 238 of the Companies Law unless any holders of Dissenters Shares fail to exercise or withdraw their appraisal rights in which event they shall receive the Merger Consideration.
|
(d)
|
Each share of Mergersub shall be converted into and continue as an ordinary share of the Surviving Company.
|
8.
|
On the Effective Date the ordinary shares of the Surviving Company shall:
|
(a)
|
be entitled to one vote per share;
|
(b)
|
be entitled to such dividends as the board of directors of the Surviving Company may from time to time declare;
|
(c)
|
in the event of a winding-up or dissolution of the Surviving Company, whether voluntary or involuntary or for the purpose of a reorganization or otherwise or upon any distribution of capital, be entitled to the surplus assets; and
|
(d)
|
generally be entitled to enjoy all of the rights attaching to ordinary shares;
|
9.
|
The Merger shall take effect on 25 August 2011 (the “Effective Date”).
|
10.
|
On the Effective Date the rights, property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges of each of the Constituent Companies shall immediately vest in the Surviving Company which shall be liable for and subject, in the same manner as the Constituent Companies, to all mortgages, charges or, security interests and all, contracts, obligations, claims, debts and liabilities of each of the Constituent Companies.
|
11.
|
The Memorandum of Association and Articles of Association of Mergersub immediately prior to the Effective Date, shall be the Memorandum of Association and Articles of Association of the Surviving Company (save for references to the name and the registered office) on the Effective Date.
|
12.
|
There are no amounts or benefits payable to the directors of the Constituent Companies on the Merger becoming effective.
|
13.
|
The names and addresses of the directors of the Surviving Company are as follows:
|
NAME
|
ADDRESS
|
Weijian Shan
|
32/F, AIA Central, 1 Connaught Road, Central, Hong Kong
|
David Kim
|
32/F, AIA Central, 1 Connaught Road, Central, Hong Kong
|
Liu Hui
|
8th Floor, 26 Scenic Villa Drive
Pok Fu Lam
Hong Kong
|
Fengjiang Li
|
24/F, Unit 5, Tower 2, China Centre Place, #79 Jianguo Road, Chaoyang District, Beijing, #100025, China
|
Dongping Fei
|
21/F, Block D, The Tower Place, No. 9 Guanghua Road, Chaoyang District, Beijing China
|
14.
|
(a) Mergersub has no secured creditors; and
|
|
(b)
|
Funtalk has no secured creditors.
|
15.
|
This Plan of Merger may be terminated pursuant to the terms and conditions of the Agreement.
|
/s/ Kuo Zhang
|
||
Kuo Zhang
|
||
Director
|
/s/ Hua Yang
|
||
Hua Yang
|
||
Director
|