0001104659-20-077059.txt : 20200626 0001104659-20-077059.hdr.sgml : 20200626 20200626063740 ACCESSION NUMBER: 0001104659-20-077059 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20200626 DATE AS OF CHANGE: 20200626 GROUP MEMBERS: CELESTIAL SUN HOLDINGS LTD GROUP MEMBERS: CHARM GROW HOLDINGS LTD GROUP MEMBERS: GUILAN JIANG GROUP MEMBERS: JINXUE JIANG GROUP MEMBERS: QIAN (EUGENE) HU GROUP MEMBERS: SUJUAN ZHU GROUP MEMBERS: TENGYU INTERNATIONAL LTD GROUP MEMBERS: XINZHONG WANG GROUP MEMBERS: ZHENG HUI INVESTMENTS LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FULING GLOBAL INC. CENTRAL INDEX KEY: 0001637921 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-89399 FILM NUMBER: 20991089 BUSINESS ADDRESS: STREET 1: 88 JINTANG SOUTH AVE. STREET 2: EAST NEW DISTRICT CITY: WENLING, ZHEJIANG PROVINCE STATE: F4 ZIP: 317509 BUSINESS PHONE: 8657686623058 MAIL ADDRESS: STREET 1: 88 JINTANG SOUTH AVE. STREET 2: EAST NEW DISTRICT CITY: WENLING, ZHEJIANG PROVINCE STATE: F4 ZIP: 317509 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SILVER TRILLION INVESTMENTS Ltd CENTRAL INDEX KEY: 0001667052 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: SOUTHEAST INDUSTRIAL ZONE STREET 2: SONGMEN TOWN CITY: WENLING, ZHEJIANG PROVINCE STATE: F4 ZIP: 317511 BUSINESS PHONE: 8657686623058 MAIL ADDRESS: STREET 1: SOUTHEAST INDUSTRIAL ZONE STREET 2: SONGMEN TOWN CITY: WENLING, ZHEJIANG PROVINCE STATE: F4 ZIP: 317511 SC 13D 1 tm2023266d1_sc13d.htm SCHEDULE 13D

 

 

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

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

Fuling Global Inc.

 

(Name of Issuer)

 

Ordinary Shares, par value US$0.001 per share

 

(Title of Class of Securities)

 

G3729B102

 

(CUSIP Number)

 

Guilan Jiang

Silver Trillion Investments Limited

 

  Sujuan Zhu

Celestial Sun Holdings Limited  

 

Qian (Eugene) Hu

Zheng Hui Investments Limited

 

  Xinzhong Wang

Charm Grow Holdings Limited  

 

Jinxue Jiang

Tengyu International Limited

 

  c/o Southeast Industrial Zone, Songmen Town

Wenling, Zhejiang Province, People’s Republic of China, 317511

+86 (0576) 8662 3098 

 

With copies to:

 

Peter X. Huang, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

30/F, China World Office 2

No. 1, Jian Guo Men Wai Avenue

Beijing 100004, China

Tel: +86-10-6535-5500

 

 

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

June 20, 2020

 

(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. o

 

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.

 

* This statement on Schedule 13D constitutes an initial Schedule 13D filed jointly by Ms. Guilan Jiang, Ms. Sujuan Zhu, Mr. Qian (Eugene) Hu, Mr. Xinzhong Wang, Mr. Jinxue Jiang, Silver Trillion Investments Limited, Celestial Sun Holdings Limited, Zheng Hui Investments Limited, Charm Grow Holdings Limited and Tengyu International Limited, with respect to ordinary shares, par value US$0.001 per share (“Ordinary Shares”) of Fuling Global Inc., a Cayman Islands company (the “Company”). The Company’s Ordinary Shares are listed on The Nasdaq Capital Market under the symbol “FORK.”

 

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. G3729B102 13D Page 2 of 15 Pages

 

 

1

NAMES OF REPORTING PERSONS

 

Guilan Jiang

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

PF, OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 2(d) or 2(e) ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

The People’s Republic of China

 

 

NUMBER OF

SHARES
BENEFICIALLY

OWNED BY EACH REPORTING

PERSON
WITH

 

7

SOLE VOTING POWER

 

5,541,668 Ordinary Shares(1)

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

5,541,668 Ordinary Shares(1)

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,541,668 Ordinary Shares(1)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)                                                                                                    ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

35.1% of the Ordinary Shares(2)

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

(1) Representing 5,541,668 Ordinary Shares held by Silver Trillion Investments Limited (“Silver Trillion”), a British Virgin Islands company beneficially owned by Ms. Guilan Jiang. The registered address of Silver Trillion is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

(2)Based on 15,803,763 Ordinary Shares outstanding as of April 15, 2020 as reported on the Company’s annual report on Form 20-F for the year ended December 31, 2019, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2020 (the “Company 20-F”).

 

 

 

CUSIP No. G3729B102 13D Page 3 of 15 Pages

 

 

1

NAMES OF REPORTING PERSONS

 

Silver Trillion Investments Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

WC, OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 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

 

5,541,668 Ordinary Shares

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

5,541,668 Ordinary Shares

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,541,668 Ordinary Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)                                                                                                    ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

35.1% of the Ordinary Shares(3)

14

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

(3)Based on 15,803,763 Ordinary Shares outstanding as of April 15, 2020 as reported on the Company 20-F.

 

 

 

CUSIP No. G3729B102 13D Page 4 of 15 Pages

 

 

1

NAMES OF REPORTING PERSONS

 

Sujuan Zhu

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

PF, OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 2(d) or 2(e) ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

The People’s Republic of China

 

 

NUMBER OF

SHARES
BENEFICIALLY

OWNED BY EACH REPORTING

PERSON
WITH

 

7

SOLE VOTING POWER

 

2,216,667 Ordinary Shares(4)

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

2,216,667 Ordinary Shares(4)

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,216,667 Ordinary Shares(4)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)                                                                                                              ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.0% of the Ordinary Shares (5)

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

   

(4) Representing 2,216,667 Ordinary Shares held by Celestial Sun Holdings Limited (“Celestial Sun”), a British Virgin Islands company beneficially owned by Ms. Sujuan Zhu. The registered address of Celestial Sun is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

  
(5)Based on 15,803,763 Ordinary Shares outstanding as of April 15, 2020 as reported on the Company 20-F.

 

 

 

CUSIP No. G3729B102 13D Page 5 of 15 Pages

 

 

1

NAMES OF REPORTING PERSONS

 

Celestial Sun Holdings Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

WC, OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 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

 

2,216,667 Ordinary Shares

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

2,216,667 Ordinary Shares

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,216,667 Ordinary Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)                                                                                                    ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.0% of the Ordinary Shares(6)

14

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

(6)Based on 15,803,763 Ordinary Shares outstanding as of April 15, 2020 as reported on the Company 20-F

 

 

 

CUSIP No. G3729B102 13D Page 6 of 15 Pages

 

 

1

NAMES OF REPORTING PERSONS

 

Qian (Eugene) Hu

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

PF, OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 2(d) or 2(e) ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

The People’s Republic of China

 

 

NUMBER OF

SHARES
BENEFICIALLY

OWNED BY EACH REPORTING

PERSON
WITH

 

7

SOLE VOTING POWER

 

1,154,104 Ordinary Shares(7)

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

1,154,104 Ordinary Shares(7)

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,154,104 Ordinary Shares(7)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)                                                                                                    ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.3% of the Ordinary Shares (8)

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

(7) Representing 1,154,104 Ordinary Shares held by Zheng Hui Investments Limited (“Zheng Hui Investments”), a British Virgin Islands company beneficially owned by Mr. Qian (Eugene) Hu. The registered address of Zheng Hui Investments is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

  
(8)Based on 15,803,763 Ordinary Shares outstanding as of April 15, 2020 as reported on the Company 20-F.

 

 

 

CUSIP No. G3729B102 13D Page 7 of 15 Pages

 

 

1

NAMES OF REPORTING PERSONS

 

Zheng Hui Investments Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

WC, OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 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

 

1,154,104 Ordinary Shares

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

1,154,104 Ordinary Shares

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,154,104 Ordinary Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)                                                                                                    ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.3% of the Ordinary Shares(9)

14

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

(9)Based on 15,803,763 Ordinary Shares outstanding as of April 15, 2020 as reported on the Company 20-F.

 

 

 

CUSIP No. G3729B102 13D Page 8 of 15 Pages

 

 

1

NAMES OF REPORTING PERSONS

 

Xinzhong Wang

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

PF, OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 2(d) or 2(e) ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

The People’s Republic of China

 

 

NUMBER OF

SHARES
BENEFICIALLY

OWNED BY EACH REPORTING

PERSON
WITH

 

7

SOLE VOTING POWER

 

1,108,333 Ordinary Shares(10)

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

1,108,333 Ordinary Shares(10)

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,108,333 Ordinary Shares(10)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)                                                                                                    ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.0% of the Ordinary Shares (11)

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

(10) Representing 1,108,333 Ordinary Shares held by Charm Grow Holdings Limited (“Charm Grow”), a British Virgin Islands company beneficially owned by Mr. Xinzhong Wang. The registered address of Charm Grow is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

  
(11)Based on 15,803,763 Ordinary Shares outstanding as of April 15, 2020 as reported on the Company 20-F.


 

 

CUSIP No. G3729B102 13D Page 9 of 15 Pages

  

 

1

NAMES OF REPORTING PERSONS

 

Charm Grow Holdings Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

WC, OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 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

 

1,108,333 Ordinary Shares

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

1,108,333 Ordinary Shares

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,108,333 Ordinary Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)                                                                                                    ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.0% of the Ordinary Shares(12)

14

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

(12)Based on 15,803,763 Ordinary Shares outstanding as of April 15, 2020 as reported on the Company 20-F.

 

 

 

CUSIP No. G3729B102 13D Page 10 of 15 Pages

 

 

1

NAMES OF REPORTING PERSONS

 

Jinxue Jiang

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

PF, OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 2(d) or 2(e) ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

The People’s Republic of China

 

NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH

 

7

SOLE VOTING POWER

 

1,108,333 Ordinary Shares(13)

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

1,108,333 Ordinary Shares(13)

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,108,333 Ordinary Shares(13)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)                                                                                                    ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.0% of the Ordinary Shares (14)

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

(13) Representing 1,108,333 Ordinary Shares held by Tengyu International Limited (“Tengyu International”), a British Virgin Islands company beneficially owned by Mr. Jinxue Jiang. The registered address of Tengyu International is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

  
(14)Based on 15,803,763 Ordinary Shares outstanding as of April 15, 2020 as reported on the Company 20-F.

 

 

 

CUSIP No. G3729B102 13D Page 11 of 15 Pages

 

 

1

NAMES OF REPORTING PERSONS

 

Tengyu International Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

WC, OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 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

 

1,108,333 Ordinary Shares

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

1,108,333 Ordinary Shares

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,108,333 Ordinary Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)                                                                                                    ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.0% of the Ordinary Shares(15)

14

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

(15)Based on 15,803,763 Ordinary Shares outstanding as of April 15, 2020 as reported on the Company 20-F.

 

 

 

CUSIP No. G3729B102 13D Page 12 of 15 Pages

 

 

Item 1. Security and Issuer.

 

This Schedule 13D relates to the Ordinary Shares of the Company, par value US$0.001 each.

 

The Company’s Ordinary Shares are listed on The Nasdaq Capital Market under the symbol “FORK.”

 

The principal executive offices of the Company are located at 88 Jintang South Ave., East New District, Wenling, Zhejiang Province, People’s Republic of China (the “PRC”), 317509.

 

Item 2. Identity and Background.

 

Ms. Guilan Jiang, Ms. Sujuan Zhu, Mr. Qian (Eugene) Hu, Mr. Xinzhong Wang, Mr. Jinxue Jiang, Silver Trillion, Celestial Sun, Zheng Hui Investments, Charm Grow and Tengyu International are collectively referred to herein as “Reporting Persons,” and each, a “Reporting Person.”

 

(a)–(c), (f) This Schedule 13D is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act with respect to the transaction described in Item 4 of this Schedule 13D.

 

Except as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership for all purposes of the Ordinary Shares held by each other Reporting Person.

 

The agreement between the Reporting Persons relating to the joint filing is attached hereto as Exhibit A. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Person, except as otherwise provided in Rule 13d-1(k).

 

Ms. Guilan Jiang is the founder, chairperson of the board of directors and chief operating officer of the Company. Ms. Guilan Jiang is a PRC citizen. Silver Trillion is principally an investment holding vehicle and a company organized and existing under the laws of the British Virgin Islands. Silver Trillion is ultimately wholly owned by Ms. Guilan Jiang. The principal business address of each of Ms. Guilan Jiang and Silver Trillion is c/o Southeast Industrial Zone, Songmen Town, Wenling, Zhejiang Province, PRC, 317511. Ms. Guilan Jiang is mother to Mr. Qian (Eugene) Hu. Ms. Guilan Jiang does not, directly or indirectly, exercise or share voting or investment power of any shares held by Zheng Hui Investments and disclaims beneficial ownership of such shares.

 

Ms. Sujuan Zhu is the founder and director of the Company. Ms. Sujuan Zhu is a PRC citizen. Celestial Sun is principally an investment holding vehicle and a company organized and existing under the laws of the British Virgin Islands. Celestial Sun is ultimately wholly owned by Ms. Sujuan Zhu. The principal business address of each of Ms. Sujuan Zhu and Celestial Sun is c/o Southeast Industrial Zone, Songmen Town, Wenling, Zhejiang Province, PRC, 317511. Ms. Sujuan Zhu is mother to Mr. Jinxue Jiang. Ms. Sujuan Zhu does not, directly or indirectly, exercise or share voting or investment power of any shares held by Tengyu International and disclaims beneficial ownership of such shares.

 

Mr. Qian (Eugene) Hu is a vice president of the Company. Mr. Qian (Eugene) Hu is a PRC citizen. Zheng Hui Investments is principally an investment holding vehicle and a company organized and existing under the laws of the British Virgin Islands. Zheng Hui Investments is ultimately wholly owned by Mr. Qian (Eugene) Hu. The principal business address of each of Mr. Qian (Eugene) Hu and Zheng Hui Investments is c/o Southeast Industrial Zone, Songmen Town, Wenling, Zhejiang Province, PRC, 317511. Mr. Qian (Eugene) Hu is son to Ms. Guilan Jiang. Mr. Qian (Eugene) Hu does not, directly or indirectly, exercise or share voting or investment power of any shares held by Silver Trillion and disclaims beneficial ownership of such shares.

 

 

 

CUSIP No. G3729B102 13D Page 13 of 15 Pages

 

 

Mr. Xinzhong Wang works with the Company in charge of investment activities. Mr. Xinzhong Wang is a PRC citizen. Charm Grow is principally an investment holding vehicle and a company organized and existing under the laws of the British Virgin Islands. Charm Grow is ultimately wholly owned by Mr. Xinzhong Wang. The principal business address of each of Mr. Xinzhong Wang and Charm Grow is c/o Southeast Industrial Zone, Songmen Town, Wenling, Zhejiang Province, PRC, 317511.

 

Mr. Jinxue Jiang works with the Company in the business department. Mr. Jinxue Jiang is a PRC citizen. Tengyu International is principally an investment holding vehicle and a company organized and existing under the laws of the British Virgin Islands. Tengyu International is ultimately wholly owned by Mr. Jinxue Jiang. The principal business address of each of Mr. Jinxue Jiang and Tengyu International is c/o Southeast Industrial Zone, Songmen Town, Wenling, Zhejiang Province, PRC, 317511. Mr. Jinxue Jiang is son to Ms. Sujuan Zhu. Mr. Jinxue Jiang does not, directly or indirectly, exercise or share voting or investment power of any shares held by Celestial Sun and disclaims beneficial ownership of such shares.

 

The name, business address, present principal occupation or employment and citizenship of each director of Silver Trillion, Celestial Sun, Zheng Hui Investments, Charm Grow and Tengyu International are set forth on Schedule A hereto and are incorporated herein by reference.

 

(d) – (e) During the last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.

 

The Reporting Persons anticipate that, at the price per Ordinary Share set forth in the Proposal (as described in Item 4 below), approximately US$10.2 million will be expended in acquiring the 4,674,658 Ordinary Shares not currently owned by the Reporting Persons as disclosed in the Company 20-F (the “Publicly Held Shares”).

 

It is anticipated that the funding for the acquisition of the Publicly Held Shares will be provided by a combination of debt and equity capital arranged by the Reporting Persons.  It is also anticipated that Reporting Persons who are existing shareholders of the Company will roll over their equity interests in the Company to an acquisition vehicle.

 

Item 4. Purpose of Transaction.

 

On June 20, 2020, Ms. Guilan Jiang and Mr. Qijun Huang, an individual financial investor, entered into a consortium agreement (the “Consortium Agreement”), pursuant to which both parties intend to cooperate in good faith to acquire all of the outstanding Ordinary Shares of the Company other than those Ordinary Shares beneficially owned by the Reporting Persons, through a going-private transaction.

 

On the same date, Ms. Guilan Jiang, on behalf of herself and Ms. Sujuan Zhu, Mr. Qian (Eugene) Hu, Mr. Xinzhong Wang and Mr. Jinxue Jiang (together with Ms. Guilan Jiang, the “Founder Family”), and Mr. Qijun Huang (together with the Founder Family, the “Buyer Group”) jointly submitted a non-binding proposal (the “Proposal”) to the Company’s  board of directors related to the proposed acquisition of all of the Ordinary Shares not beneficially owned by the Founder Family for cash consideration equal to US$2.18 per Ordinary Share (the “Proposed Transaction”).

 

 

 

CUSIP No. G3729B102 13D Page 14 of 15 Pages

 

 

The Proposed Transaction is subject to a number of conditions, including, among other things, the negotiation and execution of definitive agreements mutually acceptable in form and substance to the Company and the Buyer Group. Neither the Company nor the Buyer Group is obligated to complete the Proposed Transaction, and a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive documents, and then will be on the terms provided in such documentation.

 

If the Proposed Transaction is completed, the Company’s Ordinary Shares would become eligible for termination of registration pursuant to Section 12(g)(4) of the Act and would be delisted from The Nasdaq Capital Market.

 

References to the Consortium Agreement and Proposal in this Schedule 13D are qualified in their entirety by reference to the Consortium Agreement and the Proposal, a copy of which is attached hereto as Exhibit B and Exhibit C, respectively, and incorporated herein by reference in its entirety.

 

Except as indicated above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

(a)–(b) The responses of each Reporting Person to Rows (11) through (13) of the cover pages and the paragraphs 5 through 9 under Item 2 of this Schedule 13D are hereby incorporated by reference in this Item 5. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is based on 15,803,763 Ordinary Shares outstanding as of April 15, 2020, as disclosed in the Company 20-F.

 

Except as otherwise stated herein, each Reporting Person expressly disclaims any beneficial ownership of the Ordinary Shares held by each other Reporting Person.

 

(c) Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the Ordinary Shares during the past 60 days.

 

(d) Except as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by any of the Reporting Persons.

 

(e) Not applicable.

 

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

 

The descriptions of the principal terms of the Proposal under Item 4 are incorporated herein by reference in their entirety.

 

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.

 

 

 

CUSIP No. G3729B102 13D Page 15 of 15 Pages

 

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit No. Description
   
A Joint Filing Agreement dated June 26, 2020 by and among the Reporting Persons.
   
B Consortium Agreement dated June 20, 2020 by and between Ms. Guilan Jiang and Mr. Qijun Huang.
   
C Proposal Letter dated June 20, 2020 from Ms. Guilan Jiang and Mr. Qijun Huang to the board of directors of the Company.

 

 

 

 

 

SIGNATURE

 

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

 

Date: June 26, 2020    
     
Guilan Jiang   /s/ Guilan Jiang
     
     
     
Silver Trillion Investments Limited By: /s/ Guilan Jiang
    Name:  Guilan Jiang
    Title:    Director
     
Sujuan Zhu   /s/ Sujuan Zhu
     
     
     
Celestial Sun Holdings Limited By: /s/ Sujuan Zhu
    Name:  Sujuan Zhu
    Title:    Director
     
     
Qian (Eugene) Hu   /s/ Qian (Eugene) Hu
     
     
     
Zheng Hui Investments Limited By: /s/ Qian (Eugene) Hu
    Name:  Qian (Eugene) Hu
    Title:    Director
     
     
Xinzhong Wang   /s/ Xinzhong Wang
     
     
     
Charm Grow Holdings Limited By: /s/ Xinzhong Wang
    Name:  Xinzhong Wang
    Title:    Director
     
     
Jinxue Jiang   /s/ Jinxue Jiang
     
     
     
Tengyu International Limited By: /s/ Jinxue Jiang
    Name:  Jinxue Jiang
    Title:    Director

 

 

 

 

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS

 

Silver Trillion Investments Limited

 

The business address of each of the following individuals is c/o Southeast Industrial Zone, Songmen Town

Wenling, Zhejiang Province, People’s Republic of China, 317511.

 

Directors:

 

Name   Country of Citizenship
Guilan Jiang   The People’s Republic of China
     

Executive Officers:  
         
None        
         
           

 

Celestial Sun Holdings Limited

 

The business address of each of the following individuals is c/o Southeast Industrial Zone, Songmen Town

Wenling, Zhejiang Province, People’s Republic of China, 317511.

 

Directors:

 

Name   Country of Citizenship
Sujuan Zhu   The People’s Republic of China
     

Executive Officers:  
         
None        
         
           

 

Zheng Hui Investments Limited

 

The business address of each of the following individuals is c/o Southeast Industrial Zone, Songmen Town

Wenling, Zhejiang Province, People’s Republic of China, 317511.

 

Directors:

 

Name   Country of Citizenship
Qian (Eugene) Hu   The People’s Republic of China
     

Executive Officers:  
         
None        
         
           

 

 

 

 

Charm Grow Holdings Limited

 

The business address of each of the following individuals is c/o Southeast Industrial Zone, Songmen Town

Wenling, Zhejiang Province, People’s Republic of China, 317511.

 

Directors:

 

Name   Country of Citizenship
Xinzhong Wang   The People’s Republic of China
     

Executive Officers:  
         
None        
         
           

 

Tengyu International Limited

 

The business address of each of the following individuals is c/o Southeast Industrial Zone, Songmen Town

Wenling, Zhejiang Province, People’s Republic of China, 317511.

 

Directors:

 

Name   Country of Citizenship
Jinxue Jiang   The People’s Republic of China
     

Executive Officers:  
         
None        
         
           

 

 

 

EX-99.A 2 tm2023266d1_ex99-a.htm EXHIBIT A

 

Exhibit A

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with the other Reporting Person (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value of $0.001 per share, of Fuling Global Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of June 26, 2020. 

 

Date: June 26, 2020    
     
Guilan Jiang   /s/ Guilan Jiang
     
     
     
Silver Trillion Investments Limited By: /s/ Guilan Jiang
    Name:  Guilan Jiang
    Title:    Director
     
Sujuan Zhu   /s/ Sujuan Zhu
     
     
     
Celestial Sun Holdings Limited By: /s/ Sujuan Zhu
    Name:  Sujuan Zhu
    Title:    Director
     
     
Qian (Eugene) Hu   /s/ Qian (Eugene) Hu
     
     
     
Zheng Hui Investments Limited By: /s/ Qian (Eugene) Hu
    Name:  Qian (Eugene) Hu
    Title:    Director
     
     
Xinzhong Wang   /s/ Xinzhong Wang
     
     
     
Charm Grow Holdings Limited By: /s/ Xinzhong Wang
    Name:  Xinzhong Wang
    Title:    Director
     
     
Jinxue Jiang   /s/ Jinxue Jiang
     
     
     
Tengyu International Limited By: /s/ Jinxue Jiang
    Name:  Jinxue Jiang
    Title:    Director

 

 

 

EX-99.B 3 tm2023266d1_ex99-b.htm EXHIBIT B

 

Exhibit B

 

CONSORTIUM AGREEMENT

 

THIS CONSORTIUM AGREEMENT is made as of June 20, 2020 (the “Agreement”), by and between Ms. Guilan Jiang (the “Founder”) and Mr. Qijun Huang (the “Investor”). The Founder and the Investor are herein referred to individually as a “Party,” and collectively, the “Parties.” Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 10.1 hereof.

 

WHEREAS, the Parties propose to undertake an acquisition transaction (the “Transaction”) with respect to Fuling Global Inc., a company incorporated under the laws of the Cayman Islands and listed on the NASDAQ Capital Market (the “Target”), and if the Transaction if completed, the Target would be delisted from NASDAQ and deregistered under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”);

 

WHEREAS, (a) in connection with the Transaction, the Parties propose to form a new company (“Holdco”) under the laws of the Cayman Islands, and to cause Holdco to form a direct, wholly-owned subsidiary (“Merger Sub”) under the laws of the Cayman Islands, and (b) at the closing of the Transaction (the “Closing”), the Parties intend that Merger Sub will be merged with and into the Target, with the Target being the surviving company and becoming a direct, wholly-owned subsidiary of Holdco (the “Surviving Company”);

 

WHEREAS, on the date hereof, the Parties will submit a joint, non-binding proposal, a copy of which is attached hereto as Schedule A (the “Proposal”), to the board of directors of Target (the “Target Board”) in connection with the Transaction; and

 

WHEREAS, in accordance with the terms of this Agreement, the Parties will cooperate and participate in (a) the evaluation of the Target, including conducting due diligence of the Target and its business, (b) discussions regarding the Proposal with the Target, and (c) the negotiation of the terms of definitive documentation in connection with the Transaction, including an agreement and plan of merger among Holdco, Merger Sub and the Target in form and substance to be agreed by the Parties (the “Merger Agreement”), which shall be subject to the approval of the shareholders of the Target in connection with the Transaction.

 

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

 

1.Proposal; Holdco Ownership and Operation

 

1.1              Participation in Transaction. The Parties agree to participate in the Transaction on the terms set forth in this Agreement. The Founder has obtained full and proper authorization from Ms. Sujuan Zhu, Mr. Qian (Eugene) Hu, Mr. Xinzhong Wang and Mr. Jinxue Jiang (together with the Founder, collectively, the “Founder Family”) as a duly authorized representative, with full power and authority to act in the name and on behalf of each of the member of the Founder Family to deal with all the matters in connection with the Transaction in accordance with this Agreement.

 

 

 

 

1.2              Proposal. On the date hereof, the Parties shall submit the Proposal to the Target Board. Thereafter, the Parties shall collectively: (a) undertake further due diligence with respect to the Target and its business; (b) engage in discussions with the Target regarding the Proposal; and (c) negotiate in good faith the terms of definitive documentation in respect of the Transaction, including without limitation the Merger Agreement and the terms of agreements between the Parties required to support the Proposal or to regulate the relationship between the Parties. The Parties further agree to negotiate in good faith to reach agreement on a shareholders agreement that would, among other things, govern the relationship of the shareholders in Holdco following the Closing, and contain provisions customary for transactions of this type.

 

1.3              Holdco Ownership.

 

(a)               Prior to the execution of the Merger Agreement, the Parties shall (i) incorporate Holdco and shall cause Holdco to incorporate Merger Sub, and (ii) agree in good faith the memorandum and articles of association of Holdco and Merger Sub. The memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing.

 

(b)               The Investor and the Founder shall be responsible for raising the funds necessary to consummate the Transaction together, which shall include payment of the merger considerations to the Target’s shareholders and for other costs and expenses arising from the Transaction. The Founder agrees to contribute to Holdco, in exchange for newly issued equity interests in Holdco, all of the Target Ordinary Shares then held by them based on the same per share consideration as provided in the Merger Agreement, except as may otherwise be agreed by the Parties. For the avoidance of doubt, the Parties agree that the obligation of the Parties to contribute the Target Ordinary Shares in exchange for or pay for any Holdco shares shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub to be set forth in the Merger Agreement.

 

1.4              Holdco Shareholders Agreement.

 

(a)               At or prior to the consummation of the Transaction, each Party shall negotiate in good faith and enter into a definitive shareholders agreement relating to its ownership in Holdco (the “Shareholders Agreement”) on terms and conditions reasonably acceptable to the Parties.

 

(b)               Prior to the effective date of the Shareholders Agreement, the ownership, operation and management of Holdco shall be in accordance with the terms and conditions of the organizational documents of Holdco and this Agreement. Each Party shall use its reasonable best efforts to vote its interests in Holdco and to execute, deliver, and perform any such agreements as may be necessary or desirable, to complete the Transaction.

 

2.Participation in Transaction; Advisors; Approvals

 

2.1              Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations with the Target Board and its advisors, (c) executing and complying with any confidentiality agreements reasonably required by the Target, (d) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (e) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the definitive documentation, (f) providing timely responses to requests by another Party for information, (g) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (h) consulting with each other Party and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 6.1. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal investment committee materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality.

 

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2.2              Appointment of Advisors.

 

(a)               The Parties shall agree to the scope and engagement terms of all joint Advisors to Holdco and/or the Parties in connection with the Transaction. The Parties have agreed to engage Skadden, Arps, Slate, Meagher & Flom LLP as U.S. legal counsel in connection with the Transaction, and shall make the payment of fees and expenses for such U.S. legal counsel in accordance with Section 3.1 in a timely manner.

 

(b)               If a Party requires separate representation in connection with specific issues arising out of the Proposal or the Transaction, such Party may retain other Advisors to advise it. Each Party that engages separate Advisors shall (i) provide prior notice to the other Parties of such engagement, and (ii) be solely responsible for the fees and expenses of such separate Advisors.

 

2.3              Approvals. Each Party shall use reasonable best efforts and provide all cooperation as may be reasonably requested by each other Party to obtain all applicable governmental, statutory, regulatory or other approvals, licenses, waivers or exemptions required or, in the reasonable opinion of the Parties, desirable for the consummation of the Transaction.

 

3.Transaction Costs

 

3.1              Expenses and Fee Sharing.

 

(a)               Unless the Parties otherwise agree in writing, the Parties shall pay in a timely manner and ratably in proportion to their respective ownership of equity interest in the Holdco, the fees and expenses for legal counsels retained by the Parties and the Holdco (the “Legal Counsel Fee”) (other than fees and expenses of any separate Advisors which were retained by the Founder in accordance with Section 2.2(b) unless and only to the extent such appointment and expenses are agreed to in advance by the Investor). The Founder (if the Transaction is completed, the Target) agrees to bare and pay in a timely manner all of the out-of-pocket costs and expenses incurred in connection with the Transaction other than the Legal Counsel Fee.

 

3 

 

 

(b)               The Parties shall be entitled to receive any termination, difference, break-up or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, to be allocated ratably in proportion to their respective Holdco ownership percentage, net of the costs and expenses incurred in connection with the Transaction, including, without limitation, the fees, expenses and disbursements of Advisors retained by the Parties and the Target (other than fees and costs of any separate Advisors who were retained by the Parties in accordance with Section 2.2(b) unless and only to the extent such appointment and expenses are agreed to in advance by the Parties).

 

4.Exclusivity

 

4.1              Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the 12-month anniversary of the date hereof and (ii) the termination of this Agreement pursuant to Section 5.2 (the “Exclusivity Period”), unless otherwise agreed to or consented to in writing in advance by the other Party, each Party shall (and the Founder agrees to cause each member of the Founder Family):

 

(a)               work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target and its business, (ii) prepare, negotiate and finalize the definitive documentation in connection with the Transaction, and (iii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction;

 

(b)               not, directly or indirectly, either alone or with or through any Representatives authorized to act on such Party’s behalf (i) make a Competing Proposal, or solicit, encourage, facilitate or join with any other person in the making of, any Competing Proposal, (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 Proposal, (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal, (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything that is inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement, (v) acquire or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, 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 or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the definitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying such Party from performing its obligations under this Agreement, or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in clauses (i) to (vi) of this Sections 4.1(b);

 

4 

 

 

(c)               immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications with all persons conducted heretofore with respect to a Competing Proposal; and

 

(d)               promptly notify the other Parties if it or, to its knowledge, any of its Representatives receives any approach or communication with respect to any Competing Proposal, including in such notice the identity of the other persons involved and the nature and content of the approach or communication, and provide the other Parties with copies of any written communication.

 

5.Termination

 

5.1              Failure to Agree. At any time prior to execution and delivery of a Merger Agreement, if (a) the Parties are unable to agree either (i) as between themselves upon the material terms of the Transaction, or (ii) with the Target Board on the material terms of a Transaction which the Target Board agrees to recommend to the public shareholders of the Target, or (b) a Party is not satisfied with the results of its due diligence investigation, then, subject to Section 5.3(a), (I) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties and (II) this Agreement shall terminate with respect to such withdrawing Party.

 

5.2              Other Termination Events. From and after such time as the Merger Agreement is executed and delivered, except as provided in this Section 5.2, no Party will be permitted to withdraw from or be relieved of its obligations hereunder. Subject to Section 5.3(b), this Agreement shall terminate with respect to all Parties upon the earliest to occur of (a) a written agreement among the Parties to terminate this Agreement, (b) termination of the Merger Agreement in accordance with its terms, and (c) the Closing.

 

5.3              Effect of Termination.

 

(a)               Upon termination of this Agreement with respect to a Party pursuant to Section 5.1, Article 3 (Transaction Costs), Article 4 (Exclusivity), Article 5 (Termination), Section 6.2 (Confidentiality), Article 7 (Notices) and Article 9 (Miscellaneous) shall continue to bind such Party.

 

(b)               Other than as set forth in Sections 5.3(a) or in respect of a breach of this Agreement by any Party prior to the termination of this Agreement with respect to such Party, the Parties shall not otherwise be liable to each other in relation to this Agreement.

 

5 

 

 

6.Announcements and Confidentiality

 

6.1              Announcements. No announcements regarding the subject matter of this Agreement shall be issued by any Party without the prior written consent of the other Parties, which consent shall not be unreasonably withheld, delayed or conditioned, except to the extent that any such announcements are required by law, a court of competent jurisdiction, a regulatory body or international stock exchange, and then only after the form and terms of such disclosure have been notified to the other Parties and the other Parties have had a reasonable opportunity to comment thereon, in each case to the extent reasonably practicable. Any announcement to be made by the Parties or their Affiliates (including Holdco) in connection with the Transaction shall be jointly coordinated and agreed by the Parties.

 

6.2              Confidentiality.

 

(a)               Except as permitted under Section 6.3, each Party shall not, and shall direct its Affiliates and Representatives not to, without the prior written consent of the other Parties, disclose any Confidential Information received by it (the “Recipient”) from any other Party (the “Discloser”). Each Party shall not and shall direct its Affiliates and Representatives not to, use any Confidential Information for any purpose other than for the purposes of this Agreement or the Transaction.

 

(b)               Subject to Section 6.2(c), the Recipient shall safeguard and return to the Discloser, on demand, any Confidential Information which falls within clause (a) of the definition of Confidential Information, and in the case of electronic data that constitutes Confidential Information, return or destroy such Confidential Information (other than any electronic data stored on the back-up tapes of the Recipient’s hardware) at the option of the Recipient.

 

(c)               Each Party may retain in a secure archive a copy of the Confidential Information referred to in Section 6.2(b) if the Confidential Information is required to be retained by the Party for regulatory purposes or in connection with a bona fide document retention policy.

 

(d)               Each Party acknowledges that, in relation to Confidential Information received from the other Parties, the obligations contained in this Section 6.2 shall continue to apply for a period of 12 months following termination of this Agreement pursuant to Section 5.1 or 5.2, unless otherwise agreed in writing.

 

6.3              Permitted Disclosures. A Party may make disclosures (a) to those of its Affiliates and Representatives as such Party reasonably deems necessary to give effect to or enforce this Agreement (including potential sources of capital), but only on a confidential basis; (b) if required by law or a court of competent jurisdiction, the United States Securities and Exchange Commission or another regulatory body or international stock exchange having jurisdiction over a Party or pursuant to whose rules and regulations such disclosure is required to be made, but only after the form and terms of such disclosure have been notified to the other Parties and the other Parties have had a reasonable opportunity to comment thereon, in each case to the extent reasonably practicable; or (c) if the information is publicly available other than through a breach of this Agreement by such Party or its Affiliates or Representatives.

 

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7.Notices

 

7.1              Any notice, request, instruction or other document to be provided hereunder by any Party to another Party shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, or by facsimile, overnight courier or electronic mail, to the address provided under such other Party’s signature page hereto, or to such other address or facsimile number or electronic mail address as such Party may hereafter specify for the purpose by notice to the other Parties hereto. Any such notice, request, instruction or other document shall be deemed delivered to the receiving Party upon actual receipt, if delivered personally; upon confirmation or proof of successful transmission if sent by facsimile or email (provided that if given by facsimile or email, such notice, request, instruction or other document shall be followed up within one Business Day by dispatch pursuant to one of the other methods described herein); or on the next Business Day after deposit with an overnight courier, if sent by an overnight courier.

 

8.Representations and Warranties

 

8.1              Representations and Warranties. Each Party hereby represents and warrants, on behalf of such Party only, to the other Parties that (a) it has the requisite power and authority to execute, deliver and perform this Agreement; (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary action on the part of such Party and no additional proceedings are necessary to approve this Agreement; (c) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of such Party enforceable against it in accordance with the terms hereof; (d) its execution, delivery and performance (including the provision and exchange of information) of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any material contract or agreement to which such Party is a party or by which such Party is bound, or any office such Party holds, (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such Party or any of its properties and assets, or (iii) result in the creation of, or impose any obligation on such Party to create, any lien, charge or other encumbrance of any nature whatsoever upon such Party’s properties or assets; and (e) no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transaction based upon arrangements made by or on behalf of such Party.

 

8.2              Reliance. Each Party acknowledges that the other Parties have entered into this Agreement on the basis of and reliance upon (among other things) the representations and warranties in Sections 8.1 and have been induced by them to enter into this Agreement.

 

9.Miscellaneous

 

9.1              Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any previous oral or written agreements or arrangements among them or between any of them relating to its subject matter.

 

9.2              Further Assurances. Each Party shall use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to carry out the intent and purposes of this Agreement.

 

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9.3              Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to the maximum extent possible. In any event, the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

 

9.4              Amendments; Waivers. Neither this Agreement nor any term hereof may be amended or otherwise modified other than by an instrument in writing signed by each of the Parties. No provision of this Agreement may be waived, discharged or terminated other than by an instrument in writing signed by the Party against whom the enforcement of such waiver, discharge or termination is sought. No failure or delay by any Party 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 other right, power or privilege.

 

9.5              Assignment; No Third Party Beneficiaries. Other than as provided herein, the rights and obligations of each Party shall not be assigned without the prior consent of the other Parties; provided, however, each of the Parties may assign its rights and obligations under this Agreement, in whole or in part, to any affiliated investment funds of such Party or any investment vehicles of such Party or such funds (other than any portfolio companies of such Party or such funds) and, subject to the consent of the other Parties, any other co-investors of such Party (as the case may be). This Agreement shall be binding upon the respective heirs, successors, legal representatives and permitted assigns of the Parties. Nothing in this Agreement shall be construed as giving any person, other than the Parties and their heirs, successors, legal representatives and permitted assigns any right, remedy or claim under or in respect of this Agreement or any provision hereof.

 

9.6              No Partnership or Agency. The Parties are independent and nothing in this Agreement constitutes a Party as the trustee, fiduciary, agent, employee, partner or joint venturer of the other Party.

 

9.7              Counterparts; Language. This Agreement may be executed in counterparts and all counterparts taken together shall constitute one document. This Agreement is prepared in Chinese. If there is any inconsistency or ambiguity between the Chinese version and the versions in other languages, the Chinese version shall prevail.

 

9.8              Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than Hong Kong.

 

9.9              Arbitration; Consent to Jurisdiction. Subject to the last sentence of this Section 9.9, any dispute, controversy, difference or claim arising out of or relating to this Agreement, including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Agreement, shall be finally settled by arbitration. The place of arbitration shall be Hong Kong, and the arbitration shall be administered by the HKIAC in accordance with the HKIAC Rules in force when the Notice of Arbitration is submitted. The arbitration shall be decided by a tribunal of three (3) arbitrators, whose appointment shall be in accordance with the HKIAC Rules. Arbitration proceedings (including but not limited to any arbitral award rendered) shall be in Chinese. Subject to the agreement of the tribunal, any action(s) which arises subsequent to the commencement of arbitration of any existing action(s), shall be resolved by the tribunal already appointed to hear the existing action(s). The award of the arbitration tribunal shall be final and conclusive and binding upon the Parties as from the date rendered. Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of its assets. For the purpose of the enforcement of an award, the Parties irrevocably and unconditionally submit to the jurisdiction of any competent court and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

 

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9.10          Specific Performance. Each Party acknowledges and agrees that the other Parties would be irreparably injured by a breach of this Agreement by it and that money damages alone are an inadequate remedy for actual or threatened breach of this Agreement. Accordingly, notwithstanding Section 9.9, each Party shall be entitled to bring an action for specific performance and/or injunctive or other equitable relief (without posting a bond or other security) to enforce or prevent any violations of any provision of this Agreement, in addition to all other rights and remedies available at law or in equity to such Party, including the right to claim money damages for breach of any provision of this Agreement.

 

9.11          Limitation on Liability. The obligation of each Party under this Agreement is several (and not joint or joint and several).

 

10.Definitions and Interpretations

 

10.1          Definitions. In this Agreement, unless the context requires otherwise:

 

Advisors” means the advisors and/or consultants of Holdco, Merger Sub, and the Parties, in each case appointed in connection with the Transaction.

 

Affiliate” means, with respect to any person, any other person that, directly or indirectly, Controls, is Controlled by or is under common Control with such specified person and “Affiliates” shall be construed accordingly.

 

Business Day” means any day (other than a Saturday or a Sunday) on which banks generally are open in PRC, Hong Kong and in New York, New York, for the transaction of normal banking business.

 

Competing Proposal” means a proposal, offer or invitation to the Target, a Party or any of their respective Affiliates (other than the Transaction), that involves the direct or indirect acquisition of 10% or more of the Target Ordinary Shares, a sale of all or any significant amount of the assets of the Target, a restructuring or recapitalization of the Target, or some other transaction that could adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Parties.

 

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Confidential Information” includes (a) all written, oral or other information obtained in confidence by one Party from any other Party in connection with this Agreement or the Transaction, unless such information (x) is already known to such Party or to others not known by such Party to be bound by a duty of confidentiality, or (y) is or becomes publicly available other than through a breach of this Agreement by such Party, and (b) the existence or terms of, and any negotiations or discussions relating to, this Agreement, the Transaction and any definitive documentation, including the Merger Agreement.

 

Control” means the possession, directly or indirectly, of the power to direct the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

 

PRC” means the People’s Republic of China, which for the purpose of this Agreement excludes the Hong Kong Special Administrative Region (“Hong Kong”), the Macau Special Administrative Region and Taiwan

 

Representative” of a Party means such Party’s employees, directors, officers, partners, members, nominees, agents, advisors (including, but not limited to legal counsel, accountants, consultants and financial advisors), potential sources of equity or debt financing, and any representatives of the foregoing. The Representatives shall include the Advisors.

 

Securities” means shares, warrants, options and any other securities which are convertible into or exercisable for shares in the Target.

 

Target Ordinary Shares” means the issued and outstanding Ordinary Shares, par value US$0.001 per share, of the Target.

 

10.2          Headings. Section and paragraph headings are inserted for ease of reference only and shall not affect construction.

 

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

 

  Guilan Jiang  
     
  /s/ Guilan Jiang  

 

[Consortium Agreement Signature Page]

 

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

 

  Qijun Huang  
     
  /s/ Qijun Huang  

 

[Consortium Agreement Signature Page]

 

 

 

 

The Proposal

 

 

 

 

 

EX-99.C 4 tm2023266d1_ex99-c.htm EXHIBIT C

 

Exhibit C

 

 

June 20, 2020

 

Board of Directors (the “Board”)

Fuling Global Inc. (“Fuling” or the “Company”)

88 Jintang South Ave

East New District

Wenling, Zhejiang Province

People’s Republic China 317509

 

Dear Members of the Board of Directors:

 

Ms. Guilan Jiang, Chairwoman of the Board of Fuling (the “Founder”), on behalf of herself and her extended family members who are shareholders of Fuling, including Ms. Sujuan Zhu, Mr. Qian Hu, Mr. Xinzhong Wang and Mr. Jinxue Jiang (together with the Founder, the “Founder Family”), and Mr. Qijun Huang, an individual financial investor (“Investor”, together with the Founder Family, the “Buyer Group”, “we” or “us”) are pleased to submit this preliminary non-binding proposal (“Proposal”) to acquire all of the outstanding ordinary shares of the Company that are not already held by the Buyer Group (the “Acquisition”) in a going private transaction at proposed purchase price of US$2.18 per share in cash. We believe that our Proposal provides a very attractive opportunity for the Company’s shareholders to realize substantial and immediate returns while ensuring long term growth and continued investment in the Company’s business. Key terms of our Proposal include:

 

1.       Consortium. The members of the Buyer Group intend to form an acquisition company for the purpose of implementing the Acquisition, and have agreed to work exclusively with each other in pursuing the Acquisition.

 

2.       Purchase Price. The consideration payable for each common share of the Company is proposed to be $2.18 per common share in cash (in each case other than those common shares held by the members of the Buyer Group). Our proposal represents a premium of approximately 7% to the Company’s closing price on June 19, 2020, and a premium of approximately 22% to the volume-weighted average closing price of the Company during the last 30 trading days.

 

3.       Funding. We intend to finance the Acquisition with a combination of equity and debt capital. Equity and debt financing would be provided by the Buyer Group in the form of rollover equity in the Company and cash contributions from us. We expect definitive commitments for the required financing, subject to terms and conditions set forth therein, to be in place when the Definitive Agreements (as defined below) are signed with the Company.

 

4.       Process; Due Diligence. We believe that the Acquisition will provide superior value to the Company’s shareholders. We recognize that the Company’s Board of Directors will evaluate the Acquisition fairly and independently before it can make its determination to endorse it. We believe that we will be in a position to complete customary legal, financial and accounting due diligence for the Acquisition in a timely manner and in parallel with discussions on the Definitive Agreements.

 

5.       Definitive Agreements. We are prepared to promptly negotiate and finalize mutually satisfactory definitive agreements with respect to the Acquisition (the “Definitive Agreements”) while conducting our due diligence. This proposal is subject to the execution of the Definitive Agreements. The Definitive Agreements will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.

 

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6.       Confidentiality. We believe it would be in all of our interests to ensure that we proceed in a strictly confidential manner, unless otherwise required by law, until we have executed Definitive Agreements or terminated our discussion.

 

7.       Business and Operations of the Company. The members of the Founder Family collectively own approximately 70% of the Company’s issued and outstanding shares, and we remain committed to building and growing the Company after the Acquisition. In considering our Proposal, you should be aware that we are interested only in acquiring the outstanding shares of the Company that we do not already own, and that we do not intend to sell our shares in the Company to any third party.

 

8.       No Binding Commitment. This letter does not contain all matters upon which agreement must be reached in order to consummate the proposed Acquisition described above, constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Acquisition. A binding commitment will result only from the execution of Definitive Agreements, and then will be on terms and conditions provided in such documentation. Nothing herein shall obligate any person to engage in or continue discussions regarding the proposed Acquisition, and any of us may terminate discussions at any time for any reason or no reason. Any actions taken by any person in reliance on this Proposal shall be at that person’s own risk and cost.

 

In closing, we would like to express our commitment to working together to bring this Acquisition to a successful and timely conclusion. We look forward to hearing from you.

 

*     *     *     *

 

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  Sincerely,  
     
  Guilan Jiang  
     
  /s/ Guilan Jiang  

 

[Proposal Letter Signature Page]

 

 

  Sincerely,  
     
  Qijun Huang  
     
  /s/ Qijun Huang  

 

[Proposal Letter Signature Page]