UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Amendment No. 3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
O2MICRO INTERNATIONAL LIMITED
(Name of the Issuer)
O2Micro International Limited
Mr. Shyun-Dii Sterling Du
Mr. Chuan-Chiung Perry Kuo
Right Dynamic Investments Limited
FNOF Precious Honour Limited
Rim Peak Technology Limited
FNOF Dynamic Holdings Limited
Forebright New Opportunities Fund III, L.P.
FNOF GP III Limited
Forebright Global Limited
Take Success Limited
Greenfiled International Limited
Mr. Cheng Liu
Mr. Kun Wan Ip
(Names of Persons Filing Statement)
Ordinary Shares, par value $0.00002 per share*
American Depositary Shares, each representing fifty (50) Ordinary Share
(Title of Class of Securities)
67107W 100**
(CUSIP Number)
O2Micro International Limited
Grand Pavilion Commercial Centre
West Bay Road
P.O. Box 32331 Grand Cayman KY1-1209, Cayman Islands
(345) 945-1110 |
|
Right Dynamic Investments Limited
FNOF Precious Honour Limited
Rim Peak Technology Limited
c/o Suite 3720, Jardine House
1 Connaught Place, Central
Hong Kong
(852) 2598-2598
|
Mr. Shyun-Dii Sterling Du
RmB, 2Fl, Zhangjian Mansion
No 289, Chun Xiao Rd, Pudong New Area
Shanghai Free Trade Zone
China 201203
(345) 945-1110 |
Mr. Chuan-Chiung Perry Kuo
3F., No. 1, Sec. 4
Nanjing E. Road
Songshan District
Taipei City, Taiwan 105, China
(345) 945-1110 |
FNOF Dynamic Holdings Limited
Forebright New Opportunities Fund III, L.P.
FNOF GP III Limited
Forebright Global Limited
Take Success Limited
Greenfiled International Limited
Mr. Cheng Liu
Mr. Kun Wan Ip
c/o Suite 3720, Jardine House, 1 Connaught Place, Central, Hong Kong
(852) 2598-2598
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
|
* |
Not for trading, but only in connection with the listing on the Nasdaq Global Select Market of the American depositary shares |
|
** |
This CUSIP applies to the American depositary shares, each representing fifty ordinary shares |
With copies to:
Peter X. Huang, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
30/F, China World Office 2
No. 1, Jianguomenwai Avenue
Chaoyang District
Beijing 100004
People’s Republic of China
+86 10 6535 5500 |
|
Fang Xue, Esq.
Gibson, Dunn & Crutcher LLP
Unit 1301, Tower 1, China Central Place
No. 81 Jianguo Road
Chaoyang District
Beijing 100025
People’s Republic of China
+86 10 6502 8500 |
This statement is filed in connection with (check the
appropriate box):
| a | ☐ The filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
| b | ☐ The filing of a registration statement under the Securities Act of 1933. |
Check the following
box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐
Check the following
box if the filing is a final amendment reporting the results of the transaction: ☒
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or
accuracy of the disclosure in this transaction statement on schedule 13e-3. Any representation to the contrary is a
criminal offense.
INTRODUCTION
This Amendment No. 3 (the “Final
Amendment”) to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto and as
amended (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the
“SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing
Persons”): (a) O2Micro International Limited, an ordinary resident company with limited liability incorporated
under the laws of the Cayman Islands (the “Company”), the issuer of the ordinary shares, par value US$0.00002 per share
(each, a “Share,” and collectively, the “Shares”), including Shares represented by American depositary
shares (each, an “ADS,” and collectively, the “ADSs”), each representing fifty (50) Shares that is subject
to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Mr. Shyun-Dii Sterling Du, the chief executive
officer and chairman of the board of directors of the Company (“Mr. Du”); (c) Mr. Chuan-Chiung Perry Kuo, the chief
financial officer, joint secretary and director of the Company (“Mr. Kuo”, and together with Mr. Du, the
“Management Members”); (d) Right Dynamic Investments Limited, a company with limited liability incorporated under the
laws of the British Virgin Islands (“Holdco”); (e) FNOF Precious Honour Limited, a company with limited liability
incorporated under the laws of the British Virgin Islands (“Parent”); (f) Rim Peak Technology Limited, an exempted
company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”); (g) FNOF Dynamic
Holdings Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (the
“Sponsor”); (h) Forebright New Opportunities Fund III, L.P., an exempted limited partnership formed under the laws of
the Cayman Islands (the “Forebright Fund”); (i) FNOF GP III Limited, an exempted company with limited liability
incorporated under the laws of the Cayman Islands (“FNOF GP”); (j) Forebright Global Limited, a company with limited
liability incorporated under the laws of the British Virgin Islands (“Forebright Global”); (k) Take Success Limited, a
company with limited liability incorporated under the laws of the British Virgin Islands (“Take Success”); (l)
Greenfiled International Limited, a company with limited liability incorporated under the laws of the British Virgin Islands
(“Greenfiled”); (m) Mr. Cheng Liu, a director of Parent, Merger Sub, Holdco, the Sponsor, Forebright Global and Take
Success; and (n) Mr. Kun Wan Ip, a director of Parent, Merger Sub, Holdco, the Sponsor, FNOF GP, Forebright Global and Greenfiled.
Throughout this Transaction Statement, the Management
Members, Parent, Merger Sub, Holdco, the Sponsor, Forebright Fund, FNOF GP, Forebright Global, Take Success, Greenfiled, Mr. Cheng Liu
and Mr. Kun Wan Ip are collectively referred to as the “Buyer Group.” (a) The Management Members, and (b) Rong Hu, Heng Yang,
Hongming Su, Ching-Chuan Kuo, Chao Ching Lee, Chien-Kuo Li, Kenichiro Ueda, Hsiao-Tsai Chen, Yun Lin, Guoxing Li, Asia Management Limited,
Pan Pacific Technologies Limited, Genova International Holdings Inc, Jillian Wei Du, and Clayton Young Du (the “Other Rollover Shareholders”)
are collectively referred to herein as the “Rollover Shareholders.”
This Final Amendment is being filed pursuant to Rule 13e-3(d) to report the results and other relevant information of the transaction
that is the subject of the Transaction Statement.
All capitalized terms used in this Final Amendment and not otherwise defined have the
meanings ascribed to such terms in the Transaction Statement, including the Proxy Statement attached as exhibit (a)-(1) to the Transaction
Statement.
| Item 15 | Additional Information |
Item 15(c) is hereby amended and supplemented
as follows:
On January 31, 2023, at 2:00 p.m. (Cayman Islands
Time), an extraordinary general meeting of the shareholders of the Company was held at the offices of Maples and Calder, Ugland House,
South Church Street, George Town, Grand Cayman, Cayman Islands. At the extraordinary general meeting, the shareholders of the Company
authorized and approved the Merger Agreement, the Plan of Merger required to be registered with the Registrar of Companies of the Cayman
Islands in connection with the Merger and the consummation of the transactions contemplated thereby, including the Merger.
On March 3, 2023, the Company and Merger Sub filed
the Plan of Merger with the Registrar of Companies of the Cayman Islands, which was registered by the Registrar of Companies of the Cayman
Islands as of March 3, 2023, pursuant to which the Merger became effective on March 3, 2023 (the “Effective Time”). As a result
of the Merger, the Company became a wholly owned subsidiary of Parent.
The consummation of the Merger was financed through
a combination of (i) rollover equity from the Rollover Shareholders, (ii) certain loan facilities in a total amount of US$80,000,000.00
(with certain fees and reserves deducted) pursuant to a facility agreement dated February 27, 2023 by and among Parent, Holdco, Merger
Sub, Credit Suisse and certain other parties thereto, (iii) cash contributions by the Sponsor in the amount of US$46,000,000.00, and (iv)
upon Parent’s written request pursuant to Section 6.18 of the Merger Agreement, certain available unrestricted cash of the Company
in the amount of US$146,000.00.
At the Effective Time, each Share issued and outstanding
immediately prior to the Effective Time, other than the Excluded Shares and Shares represented by ADSs, was cancelled and ceased to exist
in exchange for the right to receive the Per Share Merger Consideration in cash, and each ADS issued and outstanding immediately prior
to the Effective Time (other than ADSs representing the Excluded Shares), together with the Shares represented by such ADSs, was cancelled
and ceased to exist in exchange for the right to receive the Per ADS Merger Consideration in cash.
At the Effective Time, the Excluded Shares and
the ADSs representing such Excluded Shares, in each case issued and outstanding immediately prior to the Effective Time, were cancelled
and ceased to exist without payment of any consideration or distribution therefor.
At the Effective Time, the Company (a) terminated
the Company Share Plans and any relevant award agreements entered into under the Company Share Plans, and (b) provided for the treatment
of each Company Option that was then outstanding and unexercised, whether or not vested or exercisable, and each Company RSU that was
then outstanding as described below.
Each holder of a Company Option to purchase Shares
granted under the Company Share Plans that was vested at or prior to the Effective Time and remained outstanding at the Effective Time
(each, a “Vested Company Option”), will, in exchange therefor, be paid by the Surviving Company or one of its subsidiaries,
as soon as practicable after the Effective Time pursuant to the Company’s ordinary payroll practices (but in any event no later
than thirty business days after the closing date), a cash amount (without interest and net of any applicable withholding taxes) equal
to the product of (x) the excess, if any, of the Per Share Merger Consideration over the exercise price of such Vested Company Option
and (y) the number of Shares underlying such Vested Company Option. Each such Vested Company Option with the exercise price per Share
that was equal to or greater than the Per Share Merger Consideration was cancelled without any cash payment being made in respect thereof.
At the Effective Time, except as otherwise specified
in the Merger Agreement, each Company Option that was not a Vested Company Option (each, an “Unvested Company Option”) was
assumed by Holdco and converted into an option to purchase shares of common stock of Holdco. Each assumed Unvested Company Option will
continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Share Plan and applicable award
agreement effective immediately prior to the Effective Time and the terms and conditions set forth in the award amendment pursuant to
the Merger Agreement.
At the Effective Time, except as otherwise specified
in the Merger Agreement, each Company RSU was assumed by the Holdco and converted into a restricted stock unit award with respect to a
number of shares of common stock of Holdco, and such restricted stock unit award will be subject to the same terms and conditions as were
applicable to such Company RSUs immediately prior to the Effective Time and the terms and conditions set forth in the award amendment
pursuant to the Merger Agreement.
Notwithstanding the foregoing, each independent
director of the Company that holds Company Options and/or Company RSUs, whether vested or unvested, that were cancelled at the Effective
Time will, except as otherwise agreed to in writing between such persons and Parent, in exchange therefor, be paid by the Surviving Company
or one of its subsidiaries, as soon as practicable after the Effective Time pursuant to the Company’s ordinary payroll practices
(but in any event no later than thirty business days after the closing date), a cash amount (without interest and net of any applicable
withholding taxes) determined as follows: (a) in the case of Company Options, the cash payment will be determined in a manner consistent
with the provisions applicable to the Vested Company Options as set forth above, and (b) in the case of Company RSUs, the cash amount
will be determined by multiplying the Per Share Merger Consideration by the number of Shares underlying such Company RSUs.
Immediately prior to the Effective Time, each Company
RSU held by the Management Members became fully vested and the restrictions with respect thereto lapsed, and each such Company RSU was
immediately settled into one Share. All such Shares were converted at the Effective Time into a number of shares of common stock of Holdco.
Immediately prior to the Effective Time, each Company Option held by the Management Members became fully vested and became a Vested Company
Option. At the Effective Time, each such Vested Company Option was assumed by Holdco and converted into an option to purchase shares of
common stock of Holdco. Except as otherwise specified in the Merger Agreement, each such option will continue to have, and be subject
to, the same terms and conditions set forth in the applicable Company Share Plan and applicable award agreement effective immediately
prior to the Effective Time (other than the vesting terms that may have otherwise applied).
Each of the Other Rollover Shareholders will, except
as otherwise agreed to in writing between such persons and Parent or otherwise specified in the Merger Agreement, in exchange for their
Company Options and/or Company RSUs, be issued with an employee incentive award with respect to a number of shares of common stock of
Holdco, to replace such Company Option and/or Company RSU. The replacement stock options granted in exchange for such Company Options
will be determined in a manner consistent with the provisions applicable to the Unvested Company Options as set forth above, and the replacement
restricted stock units granted in exchange for such Company RSUs will be determined in a manner consistent with the provisions applicable
to the Company RSUs as set forth above. Each Vested Company Options held by such Rollover Shareholders with the exercise price that was
equal to or greater than the Per Share Merger Consideration was cancelled for no consideration and any such Vested Company Options will
not be entitled to the treatment of Vested Company Options contemplated in this paragraph. Such replacement stock options and replacement
restricted stock units will be subject to the terms and conditions set forth in the award amendment pursuant to the Merger Agreement.
As a result of the Merger, the ADS program for the
ADSs will terminate and the ADSs will no longer be listed on any securities exchange or quotation system, including Nasdaq Global Select
Market (“Nasdaq”), and the Company will cease to be a publicly traded company. The Company has requested Nasdaq to file an
application on Form 25 with the SEC to remove the ADSs from listing on Nasdaq and withdraw registration of the Company’s registered
securities under the Exchange Act. The deregistration will become effective 90 days after the filing of Form 25 or such shorter period
as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Exchange Act by filing a certification
and notice on Form 15 with the SEC. The Company’s reporting obligations under the Exchange Act will be suspended immediately as
of the filing date of the Form 15 and will terminate once the deregistration becomes effective.
(a)-(1) |
Proxy Statement of the
Company dated December 16, 2022 (the “Proxy Statement”).* |
(a)-(2) |
Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement.* |
(a)-(3) |
Form of Proxy Card, incorporated herein by reference to Annex F to the Proxy Statement.* |
(a)-(4) |
Press Release issued by the Company, dated September 30, 2022, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on September 30, 2022.* |
(c)-(1) |
Opinion of Needham & Company, LLC, dated September 30, 2022, incorporated herein by reference to Annex C to the Proxy Statement.* |
(c)-(2) |
Discussion Materials prepared by Needham & Company, LLC for discussion with the special committee of the board of directors of the Company, dated September 29, 2022.* |
(c)-(3) |
Draft Discussion Materials prepared by Needham & Company, LLC for discussion with the special committee of the board of directors of the Company, dated June 7, 2022.* |
(d)-(1) |
Agreement and Plan of Merger, dated as of September 30, 2022, by and among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.* |
(d)-(2) |
Support Agreement, dated as of September 30, 2022, by and among the Rollover Shareholders and Holdco, incorporated herein by reference to Exhibit 7.9 to the Schedule 13D/A filed by the Management Members, Parent and Holdco with the SEC on October 3, 2022.* |
(d)-(3) |
Limited Guarantee, dated as of September 30, 2022, by and between the Company and the Sponsor, incorporated herein by reference to Exhibit 7.10 to the Schedule 13D/A filed by the Management Members, Parent and Holdco with the SEC on October 3, 2022.* |
(d)-(4) |
Equity Commitment Letter, dated September 30, 2022, by and among the Sponsor, Holdco and the Forebright Fund, incorporated herein by reference to Exhibit 7.8 to the Schedule 13D/A filed by the Management Members, Parent and Holdco with the SEC on October 3, 2022.* |
(d)-(5) |
Consortium Agreement, dated May 20, 2022, by and between the Management Members and Parent, incorporated herein by reference to Exhibit 7.2 to the Schedule 13D filed by the Management Members with the SEC on June 3, 2022.* |
(d)-(6) |
Interim Investors Agreement, dated September 30, 2022, by and among the Management Members, the Sponsor, Holdco, Parent and Merger Sub, incorporated herein by reference to Exhibit 7.11 to the Schedule 13D/A filed by the Management Members, Parent and Holdco with the SEC on October 3, 2022.* |
(d)-(7) |
Commitment
Letter, dated September 30, 2022, by Credit Suisse AG, Singapore Branch to Parent, incorporated herein by reference to Exhibit 7.7
to the Schedule 13D/A filed by the Management Members, Parent and Holdco with the SEC on October 3, 2022.* |
(f)-(1) |
Dissenters’ Rights, incorporated herein by reference to the section entitled “Dissenters’ Rights” in the Proxy Statement.* |
(f)-(2) |
Cayman Islands Companies Act (As Revised)-Section 238, incorporated herein by reference to Annex D to the Proxy Statement.* |
(g) |
Not applicable. |
107 |
Calculation of Filing Fee Tables* |
* Previously filed.
SIGNATURES
After due 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: March 3, 2023 |
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O2MICRO INTERNATIONAL LIMITED
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By: |
/s/ Lawrence Lin |
|
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Name: |
Lawrence Lin |
|
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Title: |
Chairman of the Special Committee |
[Signature Page to Schedule 13E-3 Transaction Statement]
SIGNATURES
After due 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: March 3, 2023 |
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Shyun-Dii Sterling Du
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By: |
/s/ Shyun-Dii Sterling Du |
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Chuan-Chiung Perry Kuo
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By: |
/s/ Chuan-Chiung Perry Kuo |
[Signature Page to Schedule 13E-3 Transaction Statement]
SIGNATURES
After due 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: March 3, 2023 |
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Right Dynamic Investments Limited
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By: |
/s/ Kun Wan Ip |
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Name: |
Kun Wan Ip |
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Title: |
Director |
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FNOF Precious Honour Limited
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By: |
/s/ Kun Wan Ip |
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Name: |
Kun Wan Ip |
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Title: |
Director |
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Rim Peak Technology Limited
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By: |
/s/ Kun Wan Ip |
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Name: |
Kun Wan Ip |
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Title: |
Director |
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FNOF Dynamic Holdings Limited
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By: |
/s/ Kun Wan Ip |
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Name: |
Kun Wan Ip |
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Title: |
Director |
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Forebright New Opportunities Fund III, L.P.
By FNOF GP III Limited, its General Partner
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By: |
/s/ Kun Wan Ip |
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Name: |
Kun Wan Ip |
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Title: |
Director |
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[Signature Page to Schedule 13E-3 Transaction Statement]
SIGNATURES
After due 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: March 3, 2023 |
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Forebright Global Limited
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By: |
/s/ Kun Wan Ip |
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Name: |
Kun Wan Ip |
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Title: |
Director |
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Take Success Limited
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By: |
/s/ Cheng Liu |
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Name: |
Cheng Liu |
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Title: |
Director |
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Greenfiled International Limited
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By: |
/s/ Kun Wan Ip |
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Name: |
Kun Wan Ip |
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Title: |
Director |
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Cheng Liu
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By: |
/s/ Cheng Liu |
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Kun Wan Ip
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By: |
/s/ Kun Wan Ip |
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[Signature Page to Schedule 13E-3 Transaction Statement]
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