UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Chemspec
International Limited
(Name of Issuer)
Chemspec International Limited
Halogen Limited
Halogen Mergersub Limited
Jianhua Yang
Primavera Capital (Cayman) Fund I L.P.
Weinian Qi
Yunlong Yuan
(Names of Persons Filing Statement)
Ordinary Shares, par value HK$0.01 per share
American Depositary Shares,
each representing 60 Ordinary Shares
(Title of Class of Securities)
163868102*
(CUSIP Number)
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Chemspec International Limited
Zixin Wang
No. 200, Wu Wei Road,
Shanghai 200331
Peoples Republic of China
+86 (21) 6363
9090
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Jianhua Yang
No. 200, Wu Wei Road
Shanghai 200331
Peoples Republic of China
+86 (21) 6363 9090
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Primavera Capital (Cayman) Fund I L.P.
Jie Lian
Lawrence Wang
Suite 5801, Two International
Finance Centre
8 Finance Street
Central, Hong Kong
+852 3767 5001
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Yunlong Yuan
No. 200, Wu Wei Road
Shanghai 200331
Peoples Republic of China
+86 (21) 6363 9090
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Weinian Qi
No. 200, Wu Wei Road
Shanghai 200331
Peoples Republic of China
+86 (21) 6363 9090
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Halogen Limited
Jie Lian
Lawrence Wang
Suite 5801,
Two International Finance
Centre
8 Finance Street,
Central, Hong Kong
+852 3767 5001
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Halogen Mergersub Limited
Jie Lian
Lawrence Wang
Suite 5801,
Two International Finance
Centre
8 Finance Street,
Central, Hong Kong
+852 3767 5001
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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This CUSIP applies to American Depositary Shares, each representing 60 Ordinary Shares. No CUSIP has been assigned to the Ordinary Shares.
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With copies to:
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Gregory D. Puff, Esq.
Shearman & Sterling LLP
12
th
Floor, Gloucester Tower
The Landmark, 15 Queens Road,
Central
Hong Kong
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Douglas C. Markel, Esq.
Simpson Thacher & Bartlett LLP
3919 China World Tower
1 Jianguomenwai Avenue
Beijing 100004
Peoples Republic of China
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Peter X. Huang, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
30th Floor, China World
Office 2
1 Jianguomenwai Avenue
Beijing 100004
Peoples Republic of China
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David T. Zhang, Esq.
Latham & Watkins
41st Floor, One Exchange Square
8 Connaught
Place, Central
Hong Kong
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This statement is filed in connection with (check the appropriate box):
a
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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.
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b
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The filing of a registration statement under the Securities Act of 1933.
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:
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Check the following box if the filing is a final amendment reporting the results of the transaction:
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Calculation of Filing Fee
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Transactional Valuation*
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Amount of Filing Fee**
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$ 125,440,620.89
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$14,563.66
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*
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Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing fee
is calculated based on the sum of (a) the aggregate cash payment for the proposed per share cash payment of $0.1350 for 920,650,299 outstanding ordinary shares of the issuer subject to the transaction plus (b) the product of 340,068
options to purchase American Depositary Shares (ADSs) as of July 1, 2011 (assuming no cancellations, retirements or new issuances) multiplied by $3.39 per ADS (which is the difference between $8.10 per ADS merger consideration and
the weighted average exercise price of $4.71 per ADS ((a) and (b) together, the Transaction Valuation)).
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**
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The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #5 for Fiscal
Year 2011, was calculated by multiplying the Transaction Valuation by 0.0001161.
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount
Previously Paid: $2,500.00
Form or Registration No.: S-8
Filing Party: Chemspec International Limited
Date Filed: May 5, 2010
TABLE OF CONTENTS
i
INTRODUCTION
This Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (the 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) Chemspec International Limited, a Cayman Islands company (the Company), the issuer of the ordinary shares, par value HK$0.01 per share (each, a Share and collectively, the Shares),
including the Shares represented by the American Depositary Shares (ADSs), each ADS representing 60 Shares, that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act, (b) Dr. Jianhua Yang, chairman of the
board of directors and chief executive officer of the Company, (c) Primavera Capital (Cayman) Fund I L.P. (Primavera), a limited partnership organized under the laws of the Cayman Islands, (d) Mr. Weinian Qi, a management
member of the Company, (e) Mr. Yunlong Yuan, a management member of the Company, (f) Halogen Limited, a Cayman Islands company (Parent) beneficially owned by Dr. Jianhua Yang and Primavera, and (g) Halogen
Mergersub Limited, a Cayman Islands company and wholly owned subsidiary of Parent (Merger Sub).
This Transaction
Statement relates to the agreement and plan of merger dated as of March 21, 2011 (the merger agreement), by and among the Company, Parent, Merger Sub and Dr. Jianhua Yang. If the Merger Agreement is adopted by the
Companys shareholders and the other conditions to the closing of the merger (as defined below) are satisfied or waived, Parent will acquire the Company through the merger of Merger Sub with and into the Company (the merger) with
the Company surviving the Merger as a wholly owned subsidiary of Parent.
If the merger is completed, each Share, issued and
outstanding immediately prior to the effectiveness of the merger will be cancelled in exchange for the right to receive $0.1350 per Share and each ADS will represent the right to receive $8.10 per ADS (less 5¢ per ADS cancellation fees
payable by holders of ADSs pursuant to the Deposit Agreement, dated as of June 29, 2009, by and among the Company, the ADS depositary, and all holders and beneficial owners of ADSs issued thereunder, referred to herein as the Deposit
Agreement), in each case in cash without interest, excluding (i) Shares beneficially owned by Dr. Jianhua Yang or any person controlled by Dr. Jianhua Yang (the Founder Shares) prior to the effective time of the
merger (the Effective Time) which will be cancelled for no consideration; (ii) Shares beneficially owned by Mr. Weinian Qi or Mr. Yunlong Yuan or any person controlled by either of the foregoing prior to the Effective Time
(the Management Shares) which will be cancelled for no consideration; or (iii) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their appraisal rights under the Cayman Companies Law
(the Dissenting Shares, and together with the Founder Shares and the Management Shares, the Excluded Shares) which will be cancelled for their appraised or other agreed value. Shares reserved under the Companys
share incentive plan adopted as of January 1, 2008 that have been provisionally deposited with the depositary for the ADSs and are not subject to any outstanding option under the Companys share incentive plan will be cancelled for no
consideration. In addition, the surviving company will make to each holder of outstanding vested options to purchase Shares under the Companys share incentive plan an unconditional and irrevocable offer which, if accepted by such holder, will
result in such vested options being cancelled and converted into the right to receive, as soon as reasonably practicable after the Effective Time, a cash payment equal to the number of Shares underlying such option immediately prior to the Effective
Time multiplied by the amount by which $0.1350 exceeds the exercise price per Share of such vested option, without interest and less any applicable withholding taxes. The surviving company will make to each holder of outstanding unvested options to
purchase Shares under the Companys share incentive plan an unconditional and irrevocable offer which, if accepted by such holder, will result in such unvested options being cancelled and converted into the right to receive, as soon as
reasonably practicable after the Effective Time, a restricted cash award in the amount equal to the number of Shares underlying such option multiplied by the amount by which $0.1350 exceeds the exercise price per Share of such unvested option. Such
restricted cash awards will be subject to the same vesting conditions applicable to the unvested options without giving effect to the merger and any such restricted cash awards will not be transferrable. On the date that the unvested options would
have become vested without giving effect to the merger, such corresponding portion of the restricted cash award will be delivered to the holder of such restricted cash award, without interest and less any applicable withholding taxes. The merger
remains subject to the satisfaction or waiver of the conditions set forth in the merger agreement, including obtaining the requisite approval of the shareholders of the Company. The merger agreement must be approved by (i) a special resolution,
being a resolution authorizing the merger passed by a majority of not less than two-thirds of such registered shareholders of the Company as, being entitled to do so, vote in person or by proxy at a general meeting of which notice specifying the
intention to propose the resolution as a special resolution has been duly given and (ii) an affirmative vote of shareholders representing more than 50% in value of the Shares present and voting in person or by proxy as a single class at the
extraordinary general meeting, excluding the Founder Shares and the Management Shares.
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The Company will make available to its shareholders a proxy statement (the Proxy
Statement, a copy of which is attached as Exhibit (a)(1) to this Transaction Statement), relating to the extraordinary general meeting of shareholders of the Company, at which the shareholders will consider and vote upon, among other
proposals, a proposal to approve the merger and approve and adopt the merger agreement and the other transactions contemplated thereby. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion.
The cross references below show the location in the Proxy Statement (or such other document incorporated herein by reference) of the
information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its
entirety herein by this reference, and the responses to each item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the Proxy Statement.
All information contained in this Transaction
Statement concerning any of the Filing Persons has been provided by such Filing Person and no Filing Person has produced any disclosure with respect to any other Filing Person.
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Item 1
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Summary of Term Sheet
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The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary
Term Sheet
Questions and Answers about the Extraordinary General Meeting and the Merger
Item 2
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Subject Company Information
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(a)
Name and Address.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Summary Term SheetThe Parties Involved in the Merger
(b)
Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
The Extraordinary General MeetingRecord Date; Shares and ADSs Entitled to Vote
Security Ownership of Certain Beneficial Owners and Management of the Company
(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Market Price of the Company ADSs, Dividends and Other Matters
(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Market Price of the Company ADSs, Dividends and Other Matters
(e) Prior Public Offering. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference.
Transactions in the Shares and ADSs
(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
Transactions in the Shares and ADSs
Item 3
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Identity and Background of Filing Person
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(a) Name and Address. Chemspec International Limited is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term SheetThe Parties Involved in the Merger
Annex DDirectors and Executive Officers of Each Filing Person
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(b) Business and Background of Entities. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
Summary Term SheetThe Parties Involved in the
Merger
Annex DDirectors and Executive Officers of Each Filing Person
(c) Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
Summary Term SheetThe Parties Involved in the Merger
Annex DDirectors and Executive Officers of Each Filing Person
Item 4
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Terms of the Transaction
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(a)-(1) Material Terms. Not applicable.
(a)-(2) Material Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special Factors
The Extraordinary General Meeting
The Merger Agreement
Material U.S. Federal Income Tax Consequences
Annex AAgreement and Plan of Merger
(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsInterests of Certain Persons in the Merger
The Extraordinary General MeetingProposals to Be Considered at the Extraordinary General Meeting
The Merger Agreement
Annex AAgreement and Plan of Merger
(d) Appraisal
Rights. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Dissenters Rights
(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Provisions for Unaffiliated Security Holders
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(f) Eligibility of Listing or Trading. Not applicable.
Item 5
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Past Contracts, Transactions, Negotiations and Agreements
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(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsRelated Party Transactions
Transactions in the Shares and ADSs
(b) Significant Corporate Events.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsBackground of the Proposed Merger
Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
Special FactorsPurpose and Reasons for the Proposed Merger
Special FactorsInterests of Certain Persons in the Merger
The Merger Agreement
Annex AAgreement and Plan of Merger
(c) Negotiations or
Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsBackground of the Proposed Merger
Special FactorsInterests of Certain Persons in the Merger
The Merger Agreement
Annex AAgreement and Plan of Merger
(e) Agreements Involving
the Subject Companys Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term SheetFinancing of the Merger
Special
FactorsBackground of the Proposed Merger
Special FactorsPlans for the Company after the Proposed
Merger
Special FactorsFinancing
Special FactorsInterests of Certain Persons in the Merger
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Special FactorsVoting by Continuing Shareholders at the Extraordinary General
Meeting
The Merger Agreement
Transactions in the Shares and ADSs
Annex AAgreement and
Plan of Merger
Item 6
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Purposes of the Transaction and Plans or Proposals
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(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers about the Extraordinary General Meeting and the Merger
Special FactorsPurpose of and Reasons for the Proposed Merger
Special FactorsEffect of the Proposed Merger on the Company
The Merger Agreement
Annex AAgreement and Plan of Merger
(c) (1)-(8) Plans. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary
Term SheetThe Merger
Summary Term SheetPurposes and Effects of the Proposed Merger
Summary Term SheetFinancing of the Merger
Special FactorsBackground of the Proposed Merger
Special
FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
Special FactorsPurpose of and Reasons for the Proposed Merger
Special FactorsEffect of the Proposed Merger on the Company
Special FactorsPlans for the Company After the Proposed Merger
Special FactorsFinancing
Special FactorsInterests of Certain Persons in the Merger
The Merger Agreement
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Annex AAgreement and Plan of Merger
Item 7
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Purposes, Alternatives, Reasons and Effects
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(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term SheetPurposes and Effects of the Proposed Merger
Summary Term SheetPlans for the Company after the Proposed Merger
Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
Special FactorsPurpose of and Reasons for the Proposed Merger
(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special FactorsBackground of the Proposed Merger
Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
Special FactorsPosition of the Buyer Filing Persons as to the Fairness of the Proposed Merger
Special FactorsPurpose of and Reasons for the Proposed Merger
Special FactorsEffects on the Company if the Merger is not Completed
(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term SheetPurposes and Effects of the Proposed Merger
Special FactorsBackground of the Proposed Merger
Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
Special FactorsPosition of the Buyer Filing Persons as to the Fairness of the Proposed Merger
Special FactorsPurpose of and Reasons for the Proposed Merger
Special FactorsEffect of the Proposed Merger on the Company
(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term SheetPurposes and Effects of the Proposed Merger
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Special FactorsBackground of the Proposed Merger
Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
Special FactorsEffect of the Proposed Merger on the Company
Special FactorsPlans for the Company after the Proposed Merger
Special FactorsEffect on the Company if the Merger is not Completed
Special FactorsInterests of Certain Persons in the Merger
The Merger Agreement
Material U.S. Federal Income Tax Consequences
Material PRC
Income Tax Consequences
Material Cayman Islands Tax Consequences
Annex AAgreement and Plan of Merger
Item 8
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Fairness of the Transaction
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(a)-(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
Special FactorsBackground of the Proposed Merger
Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
Special FactorsPosition of the Buyer Filing Persons as to the Fairness of the Proposed Merger
Special FactorsOpinion of the Independent Committees Financial Advisor
Special FactorsInterests of Certain Persons in the Merger
Annex BOpinion of Houlihan Lokey as Financial Advisor
(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein
by reference:
Summary Term SheetShareholder Vote Required to Adopt the Merger Agreement
Questions and Answers about the Extraordinary General Meeting and the Merger
The Extraordinary General MeetingVote Required
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(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
Special FactorsBackground of the Proposed Merger
Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of
Directors
Special FactorsOpinion of the Independent Committees Financial Advisor
(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Special FactorsBackground of the Proposed Merger
Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
(f) Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Special FactorsBackground of the Proposed Merger
Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
Item 9
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Reports, Opinions, Appraisals and Negotiations
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(a) Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term SheetOpinion of Financial Advisor to the Independent Committee
Special FactorsBackground of the Proposed Merger
Special FactorsOpinion of the Independent Committees Financial Advisor
Annex BOpinion of Houlihan Lokey as Financial Advisor
(b) Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
Special FactorsOpinion of the Independent Committees Financial
Advisor
Annex BOpinion of Houlihan Lokey as Financial Advisor
(c) Availability of Documents. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
Where You Can Find More Information
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The reports, opinions or appraisals referenced in this Item 9 will be made available
for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Shares or his, her or its representative who has been so designated in writing.
Item 10
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Source and Amount of Funds or Other Consideration
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(a) Source of Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term SheetFinancing of the Merger
Special FactorsFinancing
The Merger Agreement
Annex AAgreement and Plan of Merger
(b) Conditions. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Summary Term SheetFinancing of the Merger
Special FactorsFinancing
(c) Expenses. The information set
forth in the Proxy Statement under the following caption is incorporated herein by reference:
Special FactorsFees
and Expenses
(d) Borrowed Funds. The information set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
Summary Term SheetFinancing of the Merger
Special FactorsFinancing
Item 11
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Interest in Securities of the Subject Company
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(a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments
Special FactorsInterests of Certain Persons in the Merger
Security Ownership of Certain Beneficial Owners and Management of the Company
(b) Securities Transaction. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
Transactions in the Shares and ADSs
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Item 12
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The Solicitation or Recommendation
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(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments
The Extraordinary General MeetingVote Required
Security Ownership of Certain Beneficial Owners and Management of the Company
(e) Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments
Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
Special FactorsPosition of the Buyer Filing Persons as to the Fairness of the Proposed Merger
The Extraordinary General MeetingOur Boards Recommendation
Item 13
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Financial Statements
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(a)
Financial Information. The audited financial statements of the Company for the year ended December 31, 2009 are incorporated herein by reference to the Companys Form 20-F for the year ended December 31, 2009, as amended,
originally filed on June 17, 2010 (see page F-1 and following pages).
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
Financial Information
Where You Can Find More Information
(b) Pro Forma Information. Not applicable.
Item 14
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Persons/Assets, Retained, Employed, Compensated or Used
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(a) Solicitation or Recommendations. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
The Extraordinary General MeetingSolicitation of Proxies
(b) Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
Summary Term SheetThe Parties Involved in the Merger
Annex DDirectors and Executive Officers of Each Filing Person
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Item 15
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Additional Information
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(b)
Other Material Information. The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.
(a)-(1) Proxy
Statement of the Company dated
, 2011 (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 the Proxy Statement.
(a)-(4) Form of ADS Voting Instruction Card, incorporated herein by reference to the Proxy Statement.
(a)-(5) Form of Depositarys Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by
reference to the Proxy Statement.
(a)-(6) Press Release dated March 21, 2011, incorporated herein by reference to
Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the Securities and Exchange Commission on March 21, 2011.
(b)-(1) Facility Agreement dated as of March 21, 2011, by and among Parent, Merger Sub and Standard Chartered Bank (Hong Kong) Limited, incorporated herein by reference to Exhibit 7.03 to the
Schedule 13D filed by Primavera SPV Ltd., Primavera Capital (Cayman) Fund I L.P., Primavera Capital (Cayman) GP1 L.P., Primavera (Cayman) GP1 Ltd and Fred Zuliu Hu with the Securities and Exchange Commission on March 31, 2011.
(b)-(2) Equity Commitment Letter dated as of March 21, 2011, by and between Parent and Primavera, incorporated herein by
reference to Exhibit 7.04 to the Schedule 13D filed by Primavera SPV Ltd., Primavera Capital (Cayman) Fund I L.P., Primavera Capital (Cayman) GP1 L.P., Primavera (Cayman) GP1 Ltd and Fred Zuliu Hu with the Securities and Exchange Commission on
March 31, 2011.
(b)-(3) Equity Commitment Letter dated as of March 21, 2011, by and between Parent and
Dr. Jianhua Yang, incorporated herein by reference to Exhibit 7.05 to the Schedule 13D filed by Primavera SPV Ltd., Primavera Capital (Cayman) Fund I L.P., Primavera Capital (Cayman) GP1 L.P., Primavera (Cayman) GP1 Ltd and Fred Zuliu Hu with
the Securities and Exchange Commission on March 31, 2011.
(c)-(1) Opinion of Houlihan Lokey (China) Limited, dated
March 19, 2011, incorporated herein by reference to Annex B of the Proxy Statement.
(c)-(2) Discussion Materials
prepared by Houlihan Lokey for discussion with the independent committee of the board of directors of the Company, dated March 18, 2011.
(d)-(1) Agreement and Plan of Merger dated as of March 21, 2011, by and among the Company, Dr. Jianhua Yang, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy
Statement.
(d)-(2) Support Agreement dated as of March 21, 2011, by and among Primavera SPV Ltd., Dr. Jianhua
Yang, Credit Suisse Trust Limited and Wise Lion Limited, incorporated herein by reference to Exhibit 7.06 to the Schedule 13D filed by Primavera SPV Ltd., Primavera Capital (Cayman) Fund I L.P., Primavera Capital (Cayman) GP1 L.P., Primavera
(Cayman) GP1 Ltd and Fred Zuliu Hu with the Securities and Exchange Commission on March 31, 2011.
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(d)-(3) Delegation of Voting Power Agreement dated as of March 21, 2011, by and
among Credit Suisse Trust Limited, Primavera SPV Ltd. and Dr. Jianhua Yang.
(d)-(4) Limited Guaranty dated as of
March 21, 2011, by Primavera in favor of the Company, incorporated herein by reference to Exhibit 7.08 to the Schedule 13D filed by Primavera SPV Ltd., Primavera Capital (Cayman) Fund I L.P., Primavera Capital (Cayman) GP1 L.P., Primavera
(Cayman) GP1 Ltd and Fred Zuliu Hu with the Securities and Exchange Commission on March 31, 2011.
(d)-(5) Limited
Guaranty dated as of March 21, 2011, by Dr. Jianhua Yang in favor of the Company, incorporated herein by reference to Exhibit 7.09 to the Schedule 13D filed by Primavera SPV Ltd., Primavera Capital (Cayman) Fund I L.P., Primavera Capital
(Cayman) GP1 L.P., Primavera (Cayman) GP1 Ltd and Fred Zuliu Hu with the Securities and Exchange Commission on March 31, 2011.
(d)-(6) Letter Agreement dated as of March 21, 2011, by and among Dr. Jianhua Yang, Primavera SPV Ltd., Mr. Yunlong Yuan and Mr. Weinian Qi, incorporated herein by reference to
Exhibit 7.07 to the Schedule 13D filed by Primavera SPV Ltd., Primavera Capital (Cayman) Fund I L.P., Primavera Capital (Cayman) GP1 L.P., Primavera (Cayman) GP1 Ltd and Fred Zuliu Hu with the Securities and Exchange Commission on March 31,
2011.
(f)-(1) Dissenters Rights, incorporated herein by reference to the Section entitled Dissenters
Rights in the Proxy Statement.
(f)-(2) Section 238 of the Cayman Companies Law Cap. 22 (Law 3 of 1961, as
consolidated and revised) (the Cayman Companies Law), incorporated herein by reference to Annex C to the Proxy Statement.
(g) Not applicable.
13
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: May 3, 2011
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Chemspec International Limited
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By:
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/s/ Zixin Wang
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Name: Zixin Wang
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Title: Vice President and Director
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Halogen Limited
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By:
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/s/ Jianhua Yang
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Name: Jianhua Yang
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Title: Director
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By:
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/s/ Jie Lian
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Name: Jie Lian
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Title: Director
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Halogen Mergersub Limited
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By:
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/s/ Jianhua Yang
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Name: Jianhua Yang
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Title: Director
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By:
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/s/ Jie Lian
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Name: Jie Lian
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Title: Director
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Primavera Capital (Cayman) Fund I L.P.
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By:
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Primavera Capital (Cayman) GP1 L.P., its General Partner
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By:
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Primavera (Cayman) GP1 Ltd, its General Partner
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/s/ Fred Hu
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Name: Fred Hu
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Title: Director
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Jianhua Yang
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By:
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/s/ Jianhua Yang
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Name: Jianhua Yang
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Weinian Qi
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By:
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/s/ Weinian Qi
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Name: Weinian Qi
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Yunlong Yuan
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By:
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/s/ Yunlong Yuan
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Name: Yunlong Yuan
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Exhibit Index
(a)-(1) Proxy Statement of the Company dated
, 2011 (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 the Proxy Statement.
(a)-(4) Form of ADS Voting Instruction Card, incorporated herein by reference to the Proxy Statement.
(a)-(5) Form of Depositarys Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement.
(a)-(6) Press Release dated March 21, 2011, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company
to the Securities and Exchange Commission on March 21, 2011.
(b)-(1) Facility Agreement dated as of March 21, 2011, by and
among Parent, Merger Sub and Standard Chartered Bank (Hong Kong) Limited, incorporated herein by reference to Exhibit 7.03 to the Schedule 13D filed by Primavera SPV Ltd., Primavera Capital (Cayman) Fund I L.P., Primavera Capital (Cayman) GP1 L.P.,
Primavera (Cayman) GP1 Ltd and Fred Zuliu Hu with the Securities and Exchange Commission on March 31, 2011.
(b)-(2) Equity
Commitment Letter dated as of March 21, 2011, by and between Parent and Primavera, incorporated herein by reference to Exhibit 7.04 to the Schedule 13D filed by Primavera SPV Ltd., Primavera Capital (Cayman) Fund I L.P., Primavera Capital
(Cayman) GP1 L.P., Primavera (Cayman) GP1 Ltd and Fred Zuliu Hu with the Securities and Exchange Commission on March 31, 2011.
(b)-(3) Equity Commitment Letter dated as of March 21, 2011, by and between Parent and Dr. Jianhua Yang, incorporated herein by reference
to Exhibit 7.05 to the Schedule 13D filed by Primavera SPV Ltd., Primavera Capital (Cayman) Fund I L.P., Primavera Capital (Cayman) GP1 L.P., Primavera (Cayman) GP1 Ltd and Fred Zuliu Hu with the Securities and Exchange Commission on March 31,
2011.
(c)-(1) Opinion of Houlihan Lokey (China) Limited, dated March 19, 2011, incorporated herein by reference to Annex B of the
Proxy Statement.
(c)-(2) Discussion Materials prepared by Houlihan Lokey for discussion with the independent committee of the board of
directors of the Company, dated March 18, 2011.
(d)-(1) Agreement and Plan of Merger dated as of March 21, 2011, by and among
the Company, Dr. Jianhua Yang, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.
(d)-(2) Support Agreement dated as of March 21, 2011, by and among Primavera SPV Ltd., Dr. Jianhua Yang, Credit Suisse Trust Limited and
Wise Lion Limited, incorporated herein by reference to Exhibit 7.06 to the Schedule 13D filed by Primavera SPV Ltd., Primavera Capital (Cayman) Fund I L.P., Primavera Capital (Cayman) GP1 L.P., Primavera (Cayman) GP1 Ltd and Fred Zuliu Hu with the
Securities and Exchange Commission on March 31, 2011.
(d)-(3) Delegation of Voting Power Agreement dated as of March 21, 2011,
by and among Credit Suisse Trust Limited, Primavera SPV Ltd. and Dr. Jianhua Yang.
(d)-(4) Limited Guaranty dated as of March 21, 2011, by Primavera in favor of the Company,
incorporated herein by reference to Exhibit 7.08 to the Schedule 13D filed by Primavera SPV Ltd., Primavera Capital (Cayman) Fund I L.P., Primavera Capital (Cayman) GP1 L.P., Primavera (Cayman) GP1 Ltd and Fred Zuliu Hu with the Securities and
Exchange Commission on March 31, 2011.
(d)-(5) Limited Guaranty dated as of March 21, 2011, by Dr. Jianhua Yang in favor
of the Company, incorporated herein by reference to Exhibit 7.09 to the Schedule 13D filed by Primavera SPV Ltd., Primavera Capital (Cayman) Fund I L.P., Primavera Capital (Cayman) GP1 L.P., Primavera (Cayman) GP1 Ltd and Fred Zuliu Hu with the
Securities and Exchange Commission on March 31, 2011.
(d)-(6) Letter Agreement dated as of March 21, 2011, by and among
Dr. Jianhua Yang, Primavera SPV Ltd., Mr. Yunlong Yuan and Mr. Weinian Qi, incorporated herein by reference to Exhibit 7.07 to the Schedule 13D filed by Primavera SPV Ltd., Primavera Capital (Cayman) Fund I L.P., Primavera Capital
(Cayman) GP1 L.P., Primavera (Cayman) GP1 Ltd and Fred Zuliu Hu with the Securities and Exchange Commission on March 31, 2011.
(f)-(1) Dissenters Rights, incorporated herein by reference to the Section entitled Dissenters Rights in the Proxy
Statement.
(f)-(2) Section 238 of the Cayman Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) (the
Cayman Companies Law), incorporated herein by reference to Annex C to the Proxy Statement.
(g) Not applicable.
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