0001193125-13-153036.txt : 20130412 0001193125-13-153036.hdr.sgml : 20130412 20130412161844 ACCESSION NUMBER: 0001193125-13-153036 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130412 DATE AS OF CHANGE: 20130412 GROUP MEMBERS: BARRY KING HON CHAN GROUP MEMBERS: HING CHOI HUI GROUP MEMBERS: MAGNOLIA ULAN FUNG GROUP MEMBERS: SU HU GROUP MEMBERS: WAI NGAI HUI GROUP MEMBERS: YUN MING ROGER LEUNG & YUEN WAH LEUNG (JT TEN) FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHAN KING YUET CENTRAL INDEX KEY: 0001568233 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 10/F ASIARICH COURT,NO 5 STAUNTON STREET CITY: CENTRAL STATE: K3 ZIP: 852 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Silver Dragon Resources Inc. CENTRAL INDEX KEY: 0001017290 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 330727323 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59631 FILM NUMBER: 13758940 BUSINESS ADDRESS: STREET 1: 200 DAVENPORT ROAD CITY: TORONTO STATE: A6 ZIP: M5R 1J2 BUSINESS PHONE: (416) 223-8500 MAIL ADDRESS: STREET 1: 200 DAVENPORT ROAD CITY: TORONTO STATE: A6 ZIP: M5R 1J2 FORMER COMPANY: FORMER CONFORMED NAME: SILVER DRAGON RESOURCES, INC. DATE OF NAME CHANGE: 20050331 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN ENTERTAINMENT & ANIMATION CORP DATE OF NAME CHANGE: 20020717 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN ELECTRIC AUTOMOBILE CO INC DATE OF NAME CHANGE: 20000217 SC 13D 1 d520453dsc13d.htm SCHEDULE 13D Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Silver Dragon Resources Inc.

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

827692104

(CUSIP Number)

Ms. Chan King Yuet

10/F, Asia Rich Court, No. 5 Staunton Street

Central, Hong Kong

(852) 9270-8334

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

– with a copy to –

Paul J. Pollock

Crowell & Moring LLP

590 Madison Avenue, 20th Floor

New York, NY 10022

(212) 223-4000

April 12, 2013

(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 Rule 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. 827692104  

 

  1   

Names of reporting persons

 

Chan King Yuet

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    PF

  5  

Check if disclosure of legal proceedings is required pursuant to Items 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

 

    150,000

     8   

Shared voting power

 

    23,481,5841

     9   

Sole dispositive power

 

    150,000

   10   

Shared dispositive power

 

    -0-

11  

Aggregate amount beneficially owned by each reporting person

 

    23,631,584

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    9.6%

14  

Type of reporting person (see instructions)

 

    IN

 

1 

Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), the Reporting Person as Representative (as such term is defined in the Voting Agreement and as set forth in Item 2 below) may be deemed to have shared voting power over 23,481,584 shares of common stock.


CUSIP No. 827692104   2

 

  1   

Names of reporting persons

 

Barry King Hon Chan

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    PF

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    Australia

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

    -0-

     8   

Shared voting power

 

    16,124,2382

     9   

Sole dispositive power

 

    16,124,238

   10   

Shared dispositive power

 

    -0-

11  

Aggregate amount beneficially owned by each reporting person

 

    16,124,238

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    6.6%

14  

Type of reporting person (see instructions)

 

    IN

 

2 

Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), the Reporting Person may be deemed to have shared voting power over 16,124,238 shares of common stock.


CUSIP No. 827692104   3

 

  1   

Names of reporting persons

 

Magnolia Ulan Fung

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    PF

  5  

Check if disclosure of legal proceedings is required pursuant to Items 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

 

    2,000,0003

     9   

Sole dispositive power

 

    2,000,000

   10   

Shared dispositive power

 

    -0-

11  

Aggregate amount beneficially owned by each reporting person

 

    2,000,000

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0.8%

14  

Type of reporting person (see instructions)

 

    IN

 

3 

Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), the Reporting Person may be deemed to have shared voting power over 2,000,000 shares of common stock.


CUSIP No. 827692104   4

 

  1   

Names of reporting persons

 

Su Hu

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    PF

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    People’s Republic of China

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

    -0-

     8   

Shared voting power

 

    400,0004

     9   

Sole dispositive power

 

    400,000

   10   

Shared dispositive power

 

    -0-

11  

Aggregate amount beneficially owned by each reporting person

 

    400,000

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0.2%

14  

Type of reporting person (see instructions)

 

    IN

 

4 

Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), the Reporting Person may be deemed to have shared voting power over 400,000 shares of common stock.


CUSIP No. 827692104   5

 

  1   

Names of reporting persons

 

Hing Choi Hui

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    PF

  5  

Check if disclosure of legal proceedings is required pursuant to Items 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

 

    1,486,3105

     9   

Sole dispositive power

 

    1,486,310

   10   

Shared dispositive power

 

    -0-

11  

Aggregate amount beneficially owned by each reporting person

 

    1,486,310

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0.6%

14  

Type of reporting person (see instructions)

 

    IN

 

5 

Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), the Reporting Person may be deemed to have shared voting power over 1,486,310 shares of common stock.


CUSIP No. 827692104   6

 

  1   

Names of reporting persons

 

Yun Ming Roger Leung and Yuen Wah Leung (JT TEN)

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    PF

  5  

Check if disclosure of legal proceedings is required pursuant to Items 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

 

    897,1066

     9   

Sole dispositive power

 

    897,106

   10   

Shared dispositive power

 

    -0-

11  

Aggregate amount beneficially owned by each reporting person

 

    897,106

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0.4%

14  

Type of reporting person (see instructions)

 

    IN

 

6 

Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), the Reporting Person may be deemed to have shared voting power over 897,106 shares of common stock.


CUSIP No. 827692104   7

 

  1   

Names of reporting persons

 

Wai Ngai Hui

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    PF

  5  

Check if disclosure of legal proceedings is required pursuant to Items 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

 

    2,423,9307

     9   

Sole dispositive power

 

    -0-

   10   

Shared dispositive power

 

    2,423,930

11  

Aggregate amount beneficially owned by each reporting person

 

    2,423,930

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    1.0%

14  

Type of reporting person (see instructions)

 

    IN

 

7 

Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), the Reporting Person may be deemed to have shared voting power over 2,423,930 shares of common stock.


CUSIP No. 827692104

Item 1. Security and Issuer

This Schedule 13D relates to shares of Common Stock, $0.0001 par value (the “Common Stock”) of Silver Dragon Resources Inc., a Delaware corporation (the “Issuer”). The principal executive office and mailing address of the Issuer is 200 Davenport Road, Toronto, Ontario Canada, M2R 1J2.

Item 2. Identity and Background

This Schedule 13D is jointly filed by:

 

   

Ms. Chan King Yuet

 

   

Mr. Barry King Hon Chan

 

   

Ms. Magnolia Ulan Fung

 

   

Mr. Su Hu

 

   

Mr. Hing Choi Hui

 

   

Mr. Yun Ming Roger Leung and Ms. Yuen Wah Leung (JT TEN)

 

   

Ms. Wai Ngai Hui

These individuals are collectively referred to herein as the “Reporting Persons” and each separately a “Reporting Person.” The Reporting Persons are making this single joint filing, because they may be deemed to constitute a “group” within the meaning of Rule 13d-5 and/or Section 13(d)(3) of the Act as of April 12, 2013, the date of the Voting Agreement by and among the Reporting Persons described in Item 6 below, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the entities or person that such a group exists. Each Reporting Person (with the exception of the Ms. Chan King Yuet) have appointed Ms. Chan King Yuet as the stockholder representative (the “Representative”) of the group that may be deemed to have been formed, as set forth in the Voting Agreement.

The address for each of the Reporting Persons is as follows:

 

   

Ms. Chan King Yuet, 10/F, Asia Rich Court, No. 5 Staunton Street, Central, Hong Kong

 

   

Mr. Barry King Hon Chan, 122, 5 Shouson Hill Road, Aberdeen, Hong Kong

 

   

Ms. Magnolia Ulan Fung, 8/F, 26 Belleview Drive, Repulse Bay, Hong Kong

 

   

Mr. Su Hu, Flat G, 9/F, Tower One, Granville Garden, NT, Hong Kong

 

   

Mr. Hing Choi Hui, 1407-8, 21-23 Tai Lin Pai Road, Kwai Chung, NT, Hong Kong

 

   

Mr. Yun Ming Roger Leung and Ms. Yuen Wah Leung (JT TEN), F, 27F, B6, City Garden, North Point, Hong Kong

 

   

Ms. Wai Ngai Hui, Flat E, 16/F, Block 4, Verbera Heights, Mao Tai Road, Tseung Kwan O, Hong Kong

The present principal occupation or employment of the Reporting Persons is as follows:

 

   

Ms. Chan King Yuet - Hong Kong Investment Advisor

 

   

Mr. Barry King Hon Chan - Retired

 

   

Ms. Magnolia Ulan Fung - None

 

   

Mr. Su Hu - Retired

 

   

Mr. Hing Choi Hui - Merchant

 

   

Mr. Yun Ming Roger Leung and Ms. Yuen Wah Leung (JT TEN) - Retired

 

   

Ms. Wai Ngai Hui - Retail store owner

The citizenship of the Reporting Persons is as follows:

 

   

Mr. Barry King Hon Chan is a citizen of Australia

 

   

Ms. Magnolia Ulan Fung is a citizen of The Hong Kong Special Administration Region of the People’s Republic of China

 

   

Mr. Su Hu is a citizen of The People’s Republic of China


   

Mr. Hing Choi Hui is a citizen of The Hong Kong Special Administration Region of the People’s Republic of China

 

   

Mr. Yun Ming Roger Leung and Ms. Yuen Wah Leung (JT TEN) are citizens of The Hong Kong Special Administration Region of the People’s Republic of China

 

   

Ms. Wai Ngai Hui is a citizen of The Hong Kong Special Administration Region of the People’s Republic of China

None of the Reporting Persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

Item 3. Source and Amount of Funds or Other Consideration

 

   

Ms. Chan King Yuet: $225,000

 

   

Mr. Barry King Hon Chan: $1,859,478

 

   

Ms. Magnolia Ulan Fung: $650,000

 

   

Mr. Su Hu: $400,000

 

   

Mr. Hing Choi Hui: $596,508

 

   

Mr. Yun Ming Roger Leung and Ms. Yuen Wah Leung (JT TEN): $897,106

 

   

Ms. Wai Ngai Hui: $44,008

The source of the funds for each of the above were the personal funds of each individual Reporting Person.

Item 4. Purpose of Transaction

The Reporting Persons purchased the Common Stock based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. The purpose of the acquisitions of the Common Stock was for investment, and the acquisitions of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.

On September 17, 2012, trading in shares of the Issuer’s Common Stock were suspended by the United States Securities & Exchange Commission. Subsequent to this date, Ms. Chan King Yuet and Marc Hazout, the president and chief executive officer of the Issuer, engaged in ongoing discussions regarding Ms. Chan and other prospective investors known to Ms. Chan providing working capital required by the Issuer. On November 1, 2012, Ms. Chan made a specific proposal to fund the working capital needs of the Issuer until such time as the Issuer became cash flow positive. The offer was conditioned, among other matters, upon members of the investor group being appointed to a majority of the Issuer’s Board of Directors. On November 3, 2012, Mr. Hazout formally rejected Ms. Chan’s proposal and advised Ms. Chan that the Board of Directors of the Issuer had determined to pursue alternative financing. In a report on Form 8-K filed by the Issuer on November 19, 2012, the Issuer announced that it had entered into a loan arrangement with a company controlled by Mr. Hazout. The 8-K filing provided no details about whether the loan arrangement was sufficient to meet the Issuer’s future working capital needs or to repay the so-called “toxic” loans made to the Issuer.

On November 20, 2012, in a report on Form 8-K, the Issuer disclosed that its auditors had filed a notice of non-compliance advising that the Issuer’s financial statements could no longer be relied upon. The Issuer has also not filed its required Form 10-Q for the quarter ended September 30, 2012. Finally, the Issuer has reported on Form 8-K that it has entered into forbearance agreements with holders of its toxic loans but the Issuer has not disclosed how it intended to finance the repayment of these loans.

Although no Reporting Person has any specific plan or proposal to acquire or dispose of the Common Stock owned by any of them, consistent with its investment purpose and in light of the circumstances described above, each Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or other investment considerations.


Consistent with their investment purpose and in light of the developments described above, the Reporting Persons may engage in communications with one or more stockholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations, and plans of the Reporting Persons. The Reporting Persons may discuss ideas that, if effected may result in a change in any of the following: the acquisition by persons of additional Common Stock of the Issuer, an extraordinary corporate transaction involving the Issuer, and/or other changes in the board of directors or management of the Issuer.

Except as disclosed above, none of the Reporting Persons has any other plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

(a) and (b) According to the Issuer’s most recent Quarterly Report on Form 10-Q filed August 14, 2012, there were 246,017,263 shares of Common Stock issued and outstanding as of August 2, 2012. The group that may have been deemed to be formed by the Reporting Persons may be deemed to beneficially own 23,631,584 shares of Common Stock of the Issuer held by all of the Reporting Persons combined (9.6% of the Common Stock of the Issuer based upon the information contained in the above-referenced Form 10-Q), and each of the Reporting Persons may be deemed to beneficially own the shares of each other Reporting Person.

 

   

Ms. Chan King Yuet beneficially owns and has sole voting and dispositive power over 150,000 shares of Common Stock, or 0.1% of the issued and outstanding Common Stock. Ms. Chan King may also be deemed to have shared voting power over 23,481,584 shares of Common Stock by virtue of the Voting Agreement. Ms. Chan King Yuet expressly disclaims dispositive power over the 23,481,584 shares of Common Stock that she may be deemed to have shared voting power over by virtue of the Voting Agreement.

 

   

Mr. Barry King Hon Chan beneficially owns and has sole dispositive power over 16,124,238 shares of Common Stock, or 6.6% of the issued and outstanding Common Stock. Mr. Barry King Hon Chan may be deemed to have shared voting power over the 16,124,238 shares of Common Stock by virtue of the Voting Agreement.

 

   

Ms. Magnolia Ulan Fung beneficially owns and has sole dispositive power over 2,000,000 shares of Common Stock, or 0.8% of the issued and outstanding Common Stock. Ms. Magnolia Ulan Fung may be deemed to have shared voting power over the 2,000,000 shares of Common Stock by virtue of the Voting Agreement.

 

   

Mr. Su Hu beneficially owns and has sole dispositive power over 400,000 shares of Common Stock, or 0.2% of the issued and outstanding Common Stock. Mr. Su Hu may be deemed to have shared voting power over the 400,000 shares of Common Stock by virtue of the Voting Agreement.

 

   

Mr. Hing Choi Hui beneficially owns and has sole dispositive power over 1,486,310 shares of Common Stock, or 0.6% of the issued and outstanding Common Stock. Mr., Hing Choi Hui may be deemed to have shared voting power over the 1,486,310 shares of Common Stock by virtue of the Voting Agreement.

 

   

Mr. Yun Ming Roger Leung and Ms. Yuen Wah Leung (JT TEN) beneficially own and have sole dispositive power over 897,106 shares of Common Stock, or 0.4% of the issued and outstanding Common Stock. Mr. Yun Ming Roger Leung and Ms. Yuen Wah Leung (JT TEN) may be deemed to have shared voting power over the 897,106 shares of Common Stock by virtue of the Voting Agreement.

 

   

Ms. Wai Ngai Hui beneficially owns and has sole dispositive power over 2,423,930 shares of Common Stock, or 1.0% of the issued and outstanding Common Stock. Ms. Wai Ngai Hui may be deemed to have shared voting power over the 2,423,930 shares of Common Stock by virtue of the Voting Agreement.

Each Reporting Person disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Reporting Person.

As of the date hereof, no Reporting Person owns any shares of Common Stock other than those set forth in this Item 5.

(c) During the last 60 days no Reporting Person had any transactions in the shares of Common Stock of the Issuer.


(d) Not applicable

(e) Not applicable.

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

On April 12, 2013 the Reporting Persons entered into a Voting Agreement (the “Voting Agreement”), pursuant to which, among other things, such Reporting Persons agreed to form a group for the purposes of engaging in communications with stockholders, officers, members of the board of directors and/or representatives of the Issuer regarding the Issuer, the Issuer’s operations, the acquisition by persons of additional common shares of the Issuer, an extraordinary corporate transaction involving the Issuer, possible changes in the board of directors or management of the Issuer, and plans of the group and for the purpose of taking all other actions necessary to achieve the foregoing (collectively, the “Purposes”). The foregoing description of the Voting Agreement is qualified in its entirety by reference to the Voting Agreement, which is filed as Exhibit B hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit A - Joint Filing Agreement

Exhibit B - Voting Agreement


SIGNATURE

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

Dated: April 12, 2013

 

CHAN KING YUET, INDIVIDUALLY AND AS REPRESENTATIVE

/s/ Chan King Yuet

Chan King Yuet
BARRY KING HON CHAN, INDIVIDUALLY

/s/ Barry King Hon Chan*

Barry King Hon Chan
MAGNOLIA ULAN FUNG, INDIVIDUALLY

/s/ Magnolia Ulan Fung*

Magnolia Ulan Fung
SU HU, INDIVIDUALLY

/s/ Su Hu*

Su Hu
HING CHOI HU, INDIVIDUALLY

/s/ Hing Choi Hui*

Hing Choi Hui
YUN MING ROGER LEUNG AND YUEN WAH LEUNG (JT TEN)

/s/ Yun Ming Roger Leung*

Yun Ming Roger Leung
YUEN WAH LEUNG

/s/ Yuen Wah Leung*

Yuen Wah Leung

WAI NGAI HUI, INDIVIDUALLY

/s/ Wai Ngai Hui*

Wai Ngai Hui

 

* By Representative pursuant to the Voting Agreement
EX-99.A 2 d520453dex99a.htm EX-99.A EX-99.A

Exhibit 99A

Exhibit A

JOINT FILING AGREEMENT

The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.

Dated: April 12, 2013

 

CHAN KING YUET, INDIVIDUALLY AND AS REPRESENTATIVE

/s/ Chan King Yuet

Chan King Yuet
BARRY KING HON CHAN, INDIVIDUALLY

/s/ Barry King Hon Chan*

Barry King Hon Chan
MAGNOLIA ULAN FUNG, INDIVIDUALLY

/s/ Magnolia Ulan Fung*

Magnolia Ulan Fung
SU HU, INDIVIDUALLY

/s/ Su Hu*

Su Hu
HING CHOI HUI, INDIVIDUALLY

/s/ Hing Choi Hui*

Hing Choi Hui


YUN MING ROGER LEUNG AND YUEN WAH LEUNG (JT TEN)

/s/ Yun Ming Roger Leung*

Yun Ming Roger Leung

/s/ Yuen Wah Leung*

Yuen Wah Leung
WAI NGAI HUI, INDIVIDUALLY

/s/ Wai Ngai Hui*

Wai Ngai Hui

 

 

* By Representative pursuant to the Voting Agreement
EX-99.B 3 d520453dex99b.htm EX-99.B EX-99.B

Exhibit 99B

VOTING AGREEMENT

This Voting Agreement (this “Agreement”) is entered into as of April 12, 2013, by and among Chan King Yuet, Barry King Hon Chan, Magnolia Ulan Fung, Su Hu, Hing Choi Hui, Yun Ming Roger Leung and Yuen Wah Leung (JT TEN), and Wai Ngai Hui (each individually a “Stockholder” and collectively, the “Stockholders”).

WHEREAS, each of the Stockholders owns or controls voting securities of Silver Dragon Resources Inc., a Delaware corporation (the “Issuer”);

WHEREAS, the Stockholders desire to form a group (the “Group”) for the purposes of engaging in communications with stockholders, officers, members of the board of directors and/or representatives of the Issuer regarding the Issuer, the Issuer’s operations, the acquisition by persons of additional common shares of the Issuer, the Issuer’s operations, an extraordinary corporate transaction involving the Issuer, possible changes in the board of directors or management of the Issuer, and plans of the Group and for the purpose of taking all other actions necessary to achieve the foregoing (collectively, the “Purposes”).

NOW THEREFORE, in consideration of these premises and the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties hereto agree as follows:

1. Each of the Stockholders (with the exception of Chan King Yuet) hereby (i) appoints Chan King Yuet as the stockholder representative (the “Representative”) of the Group, to communicate with the Issuer on behalf of the Group with respect to the Purposes, (ii) grants the Representative shared voting power over the common shares of the Issuer (the “Shares”) held by each respective Stockholder in the Group, and (iii) authorizes the Representative to execute and file with the Securities and Exchange Commission a Schedule 13D and any amendments thereto on their behalf relating to the Purposes and/or their holdings of the Shares held by each of the respective Stockholders. For the avoidance of doubt, the Stockholders do not grant the Representative dispositive power (i.e., the ability to directly or indirectly to purchase, sell or otherwise transfer) over the Shares, and Representative shall not exercise dispositive power with respect to any Shares held by any Stockholder other than herself.

2. Each of the Stockholders hereby covenants and agrees that, during the term of this Agreement, in any circumstances upon which a vote, consent (including unanimous written consents), agreement or other approval of the common shares of the Issuer is sought, such Stockholder shall vote (or cause to be voted) all of the voting securities of the Issuer owned or controlled by him/her (whether now owned or hereafter acquired) and shall otherwise consent or agree in such manner as may be directed by the Representative in her sole and absolute discretion, in pursuit of the Purposes. Each of the Stockholders, as a holder of voting securities of the Issuer, shall be present in person or by proxy at all meetings of stockholders of the Issuer, including, without limitation, any Special Meetings, so that all voting securities held by such Stockholder are counted for purposes of determining the presence of a quorum at such meeting.

3. Each of the Stockholders hereto represents that he/she has full power to enter into this Agreement and has not, prior to the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement with respect to the securities of the Issuer, other than one that has expired or terminated prior to the date hereof.

4. So long as this Agreement is in effect, each of the Stockholders shall provide written notice to Representative and her counsel, Crowell & Moring LLP (“Crowell & Moring”), of (i) any of their purchases or sales of securities of the Issuer, or (ii) any securities of the Issuer over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

5. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement in pursuit of the Purposes. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, with the exception of the Representative as set forth above, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any Stockholder’s right to purchase or sell securities of the Issuer, as he/she deems appropriate, in his/her sole discretion, provided that all such purchases and sales are made in compliance with all applicable securities laws.


6. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

7. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Issuer, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

8. This Agreement shall not be terminable for a period of 90 days from the date hereof, except in a writing signed by all parties hereto. Thereafter, any party hereto may terminate his/her obligations under this Agreement on 24 hours’ prior written notice to all other parties, with a copy by fax or electronic transmission directed to the attention of Paul J. Pollock at Crowell & Moring, Fax No. (212) 223-4134, email: ppollock@crowell.com.

9. Each party acknowledges that Crowell & Moring shall act as counsel for the Group relating to the Purposes.

10. Each of the parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act, and incorporated by reference in any amendments thereto.

[Signature page follows]


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

 

CHAN KING YUET, INDIVIDUALLY AND AS REPRESENTATIVE

/s/ Chan King Yuet

Chan King Yuet
BARRY KING HON CHAN, INDIVIDUALLY

/s/ Barry King Hon Chan

Barry King Hon Chan
MAGNOLIA ULAN FUNG, INDIVIDUALLY

/s/ Magnolia Ulan Fung

Magnolia Ulan Fung
SU HU, INDIVIDUALLY

/s/ Su Hu

Su Hu
HING CHOI HUI, INDIVIDUALLY

/s/ Hing Choi Hui

Hing Choi Hui
YUN MING ROGER LEUNG AND YUEN WAH LEUNG (JT TEN)

/s/ Yun Ming Roger Leung

Yun Ming Roger Leung
YUEN WAH LEUNG

/s/ Yuen Wah Leung

Yuen Wah Leung

WAI NGAI HUI, INDIVIDUALLY

/s/ Wai Ngai Hui

Wai Ngai Hui