UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
CHINA FIRE & SECURITY GROUP, INC.
(Name of Issuer)
Common Stock, (Par value $0.001 per share)
(Title of Class of Securities)
(CUSIP Number)
|
|
Amber Parent Limited
Attention: Sean Doherty
c/o Bain Capital Partners, LLC
111 Huntington Avenue
Boston, Massachusetts 02199
Telephone: (617) 516-2000
|
Brian Lin
Chief Executive Officer
China Fire Protection Group, Inc.
South Banbidian Industrial Park
Liqiao Township, Shunyi District
Beijing, 101304
Peoples Republic of China
Telephone: +86 10 8441 7400
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with copies to:
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David Patrick Eich, Esq.
Jesse Sheley, Esq.
Kirkland & Ellis International LLP
26th Floor, Gloucester Tower
The Landmark
15 Queens Road, Central
Hong Kong
+852 3761 3300
|
Steven Liu, Esq.
DLA Piper UK, LLP
20th Floor, South Tower,
Beijing Kerry Center
1 Guanghua Road
Chaoyang District,
Beijing 100020
Peoples Republic of China
Telephone: +86 10 6561 1788
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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.
þ
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
Amber Parent Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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|
(b)
o
|
|
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|
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
|
8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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16,916,600 (1)
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EACH
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9
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SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
|
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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16,916,600 (1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
o
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|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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59.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) 16,916,600 shares of Common Stock of the Issuer that may be deemed to be beneficially owned by the Reporting Person pursuant to the Voting Agreements described in Item 4 below and the irrevocable proxy contained therein. No payment was made in consideration for entering into the Voting Agreements.
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1
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NAMES OF REPORTING PERSONS
Weigang Li
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
|
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3
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SEC USE ONLY
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|
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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|
OO
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|
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Peoples Republic of China
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7
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SOLE VOTING POWER
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NUMBER OF
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1,031,750
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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14,667,600
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,031,750
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WITH
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10
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SHARED DISPOSITIVE POWER
|
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14,667,600
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,699,350
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|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
|
o
|
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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54.5%
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|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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1
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NAMES OF REPORTING PERSONS
Jincai Li
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
|
|
(b)
þ
|
|
|
|
3
|
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SEC USE ONLY
|
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|
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|
|
|
4
|
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
|
o
|
|
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
Peoples Republic of China
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
14,667,600
|
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|
|
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EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
14,667,600
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
14,667,600
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|
|
|
12
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
|
o
|
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
51.3%
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|
|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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1
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NAMES OF REPORTING PERSONS
China Honour Investment Limited
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
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|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Virgin Islands
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|
|
|
|
7
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SOLE VOTING POWER
|
|
|
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NUMBER OF
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2,667,600
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|
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SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
2,667,600
|
|
|
|
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WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,667,600
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
9.3%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Li Brothers Holdings Inc.
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
British Virgin Islands
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
12,000,000
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
12,000,000
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
12,000,000
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
41.9%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Alpha Great Holdings Limited
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
British Virgin Islands
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
9,051,600
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
9,051,600
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
9,051,600
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
31.6%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Future Champion Limited
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
British Virgin Islands
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
5,616,000
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
5,616,000
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
5,616,000
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
19.6%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Jin Zhan Limited
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
British Virgin Islands
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
768,000
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
768,000
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
768,000
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
2.7%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Vyle Investment Inc.
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
British Virgin Islands
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
786,600
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
786,600
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
786,600
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
2.7%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Bin Brian Lin
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Canada
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
1,224,100
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
1,224,100
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,224,100
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
4.2%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Small Special Technology Inc.
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
British Virgin Islands
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
524,400
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
524,400
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
524,400
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
1.8%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Weishe Zhang
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Peoples Republic of China
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
731,900
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
731,900
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
731,900
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
2.6%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
Item 1. Security and Issuer
The class of equity securities to which this Statement on Schedule 13D (this Statement) relates
is the common stock, par value $0.001 per share (the Common Stock), of China Fire & Security
Group, Inc., a Florida corporation (the Issuer). As of May 23, 2011, the Issuer has 28,605,934
shares of Common Stock outstanding (including 750,000 shares of voting restricted Common Stock)
(collectively the Common Outstanding) and an aggregate 738,750 shares exercisable under options
within 60 days from May 23, 2011.
The principal executive office of the Issuer is located at South Banbidian Industrial Park, Liqiao
Township, Shunyi District, Beijing, Peoples Republic of China 101304.
Item 2. Identity and Background
(a)(b) Name and Residence or business address
The statement is being filed by the following reporting persons (collectively, the Reporting
Persons):
|
|
|
Name
|
|
Residence or business address
|
Amber Parent Limited
|
|
c/o Bain Capital Partners, LLC, 111
Huntington Avenue, Boston, Massachusetts 02199
|
|
|
|
Mr. Weigang Li
|
|
2804, No. 4 Wan Ke Xin Yuan, Yang Shan Road, Chaoyang
District, Beijing, Peoples Republic of China
|
|
|
|
Ms. Jincai Li
|
|
Room 301 West Unit West No. 3 Building, Shuiyueyuan Yuehe
District, Changzhou City, Hebei Province, Peoples
Republic of China
|
|
|
|
China Honour Investment
Limited
|
|
Pasea Estate, Road Town, Tortola, British Virgin Islands
|
|
|
|
Li Brothers Holdings Inc.
|
|
P.O. Box 3321, Drake Chambers, Road Town Tortola, British
Virgin Islands
|
|
|
|
Alpha Great Holdings Limited
|
|
Woodbourne Hall, Road Town, Tortola, British Virgin Islands
|
|
|
|
Future Champion Limited
|
|
P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola, British Virgin Islands
|
|
|
|
Jin Zhan Limited
|
|
P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola, British Virgin Islands
|
|
|
|
Mr. Brian Lin
|
|
B-2502, TYG Center, C2 Dongsanhuanbeilu, Chaoyang
District, Beijing, China 100027
|
|
|
|
Vyle Investment Inc.
|
|
Pasea Estate, Road Town, Tortola, British Virgin Islands.
|
|
|
|
Mr. Weishe Zhang
|
|
B-2502, TYG Center, C2 Dongsanhuanbeilu, Chaoyang
District, Beijing, China 100027
|
|
|
|
Small Special Technology
Inc.
|
|
Morgan & Morgan Building, Pasea Estate, Road Town,
Tortola, British Virgin Islands.
|
Amber Parent Limited (Parent), an exempted company incorporated in the Cayman Islands, was formed
for the object and purpose of, and the nature of the business to be conducted and promoted by it
is, principally to acquire the Issuer, and to engage in any and all activities necessary or
incidental to the foregoing. Bain Capital Asia Integral Investors, L.P. (Asia Integral), a
Cayman Islands partnership, whose general partner is Bain Capital Investors LLC, owns all of the
interests in Parent. Upon consummation of the Merger and pursuant to the Rollover Agreement, as
set forth in Item 4 of this Statement below, Asia Integral will own approximately 75.8% of Parent
and certain other Reporting Persons will own approximately 24.2% of Parent.
(c) Present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is conducted:
1
|
|
|
|
|
Present principal occupation/
|
Name
|
|
principal business and address of any corporation
|
Amber Parent Limited
|
|
To act as a holding company to engage in strategic
business operations and activities
c/o Bain Capital Partners, LLC, 111 Huntington Avenue, Boston,
Massachusetts 02199
|
|
|
|
Mr. Weigang Li
|
|
Chairman of the Board of the Issuer
|
|
|
|
Ms. Jincai Li
|
|
Business woman
|
|
|
|
China Honour Investment
Limited
|
|
To act as a holding company to engage in strategic
business operations and activities
Pasea Estate, Road Town, Tortola, British Virgin Islands
|
|
|
|
Li Brothers Holdings Inc.
|
|
To act as a holding company to engage in strategic
business operations and activities
P.O.Box 3321, Drake Chambers, Road Town, Tortola, British
Virgin Islands
|
|
|
|
Alpha Great Holdings Limited
|
|
To act as a holding company to engage in strategic
business operations and activities
Woodbourne Hall, Road Town, Tortola, British Virgin Islands
|
|
|
|
Future Champion Limited
|
|
To act as a holding company to engage in strategic
business operations and activities
P.O. Box 957, Offshore Incorporations Centre, Road
Town, Tortola, British Virgin Islands
|
|
|
|
Jin Zhan Limited
|
|
To act as a holding company to engage in strategic
business operations and activities
P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola, British Virgin Islands
|
|
|
|
Mr. Brian Lin
|
|
Chief Executive Officer of the Issuer
B-2502, TYG Center, C2 Dongsanhuanbeilu, Chaoyang
District, Beijing, China 100027
|
|
|
|
Vyle Investment Inc.
|
|
To act as a holding company to engage in strategic
business operations and activities
Pasea Estate, Road Town, Tortola, British Virgin Islands.
|
|
|
|
Mr. Weishe Zhang
|
|
Vice President of Strategic Planning of the Issuer
B-2502, TYG Center, C2 Dongsanhuanbeilu, Chaoyang
District, Beijing, China 100027
|
|
|
|
Small Special Technology
Inc.
|
|
To act as a holding company to engage in strategic
business operations and activities
Morgan & Morgan Building, Pasea Estate, Road Town,
Tortola, British Virgin Islands.
|
(d)(e) No Convictions or Proceedings
During the last five years, the Reporting Persons (i) have not been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanours) and (ii) have not been a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in
it being 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.
(f) Citizenship
|
|
|
Name
|
|
Citizenship
|
Amber Parent Limited
|
|
Cayman Islands
|
|
|
|
Mr. Weigang Li
|
|
Peoples Republic of China
|
|
|
|
Ms. Jincai Li
|
|
Peoples Republic of China
|
|
|
|
China Honour Investment Limited
|
|
British Virgin Islands
|
|
|
|
Li Brothers Holdings Inc.
|
|
British Virgin Islands
|
|
|
|
Alpha Great Holdings Limited
|
|
British Virgin Islands
|
|
|
|
Future Champion Limited
|
|
British Virgin Islands
|
|
|
|
Jin Zhan Limited
|
|
British Virgin Islands
|
|
|
|
Mr. Brian Lin
|
|
Canada
|
|
|
|
Vyle Investment Inc.
|
|
British Virgin Islands
|
|
|
|
Mr. Weishe Zhang
|
|
Peoples Republic of China
|
|
|
|
Small Special Technology Inc.
|
|
British Virgin Islands
|
Item 3. Source and Amount of Funds or Other Consideration
With respect to Parent, the information set forth under Item 4 below is incorporated by reference
herein.
The balance of the information reported in this Item 3 relates to previously reported information.
Mr. Gangjin Li was the sole director of Li Brothers Holdings Inc. (Li Brothers) with 100% voting
power and China Honour Investment Limited (China Honour). Li Brothers is a British Virgin
Islands (BVI) company, of which Mr. Gangjin Li owned 50% of the economic interest and Mr. Weigang
Li, the brother of Mr. Gangjin Li and Chairman of the Board of the Issuer, owned 50% of economic
interest. China Honour is a BVI company of which Mr. Gangjin Li had 100% economic and voting
ownership.
On March 18, 2010, Mr. Gangjin Li signed two Deeds of Gift, under which Mr. Gangjin Li transferred
350 ordinary shares of Li Brothers and 100 ordinary shares of China Honour by way of gift to Alpha
Great Holdings Limited (Alpha Great), representing 50% of the outstanding shares of Li Brothers
and 100% of the outstanding shares of China Honour respectively. Established on March 2, 2010,
Alpha Great is a BVI company, of which Lion Management (Hong Kong) Limited was the director. On
March 18, 2010, Mr. Gangjin Li was appointed as the director of Alpha Great to replace Lion
Management (Hong Kong) Limited.
On March 18, 2010, Mr. Gangjin Li and HSBC International Trustee Limited (HSBC) entered into a
Trust Deed to establish LGJ Family Trust with Mr. Gangjin Li as settler and HSBC as trustee. On
the same day, HSBC exercised its investment power in LGJ Family Trust to subscribe to 100% of the
issued share capital of Jade Ground Holdings Limited (Jade Ground). Jade Ground was incorporated
on February 2, 2010 in BVI and Lion International Management Limited, a wholly-owned subsidiary of
HSBC, was appointed as the director. On March 18, 2010, Jade Ground acquired 100% of the issued
share capital of Alpha Great.
On April 12, 2010, Mr. Gangjin Li, director of Li Brothers, China Honour and Alpha Great, passed
away, and Mr. Weigang Li and Ms. Jincai Li were appointed as directors of Li Brothers, China Honour
and Alpha Great on May 6, 2010. Given the effect of appointment, Mr. Weigang Li and Ms. Jincai Li
jointly control the voting power of Li Brothers, China Honour, and Alpha Great.
Mr. Weigang Li, Ms. Jincai Li, Li Brothers, China Honour, Jade Ground, Lion International
Management Limited, Alpha Great, LGJ Family Trust and HSBC may be deemed to be a group.
On March 29, 2010, Mr. Weigang Li signed a Deed of Gift, under which Mr. Weigang Li
transferred 350 ordinary shares of Li Brothers by way of gift to Future Champion Limited (Future
Champion), representing 50% of the outstanding shares of Li Brothers. Established on March 2,
2010, Future Champion is a BVI company, of which Lion Management (Hong Kong) Limited was the
director. On March 29, 2010, Mr. Weigang Li was appointed as the director of Future Champion to
replace Lion Management (Hong Kong) Limited.
On March 29, 2010, Mr. Weigang Li and HSBC entered into a Trust Deed to establish LWG Family Trust
with Mr. Weigang Li as settler and HSBC as trustee. On the same day, HSBC exercised its investment
power in LWG Family Trust to subscribe to 100% of the issued share capital of Magic Express Limited
(Magic Express). Magic Express was incorporated on December 29, 2009 in BVI and Lion
International Management Limited, a wholly-owned subsidiary of HSBC, was appointed as the director.
On March 29, 2010, Magic Express acquired 100% of issued share capital of Future Champion.
Jin Zhan Limited is a BVI company, 100% owned by Future Champion, with Mr. Weigang Li as its sole
director. Li Brothers transferred 768,000 shares of the Issuers Common Stock to Jin Zhan Limited
on November 17, 2010.
Mr. Weigang Li is a brother of Ms. Jincai Li.
Mr. Weigang Li, Ms. Jincai Li, Li Brothers, China Honour, Magic Express, Lion International
Management Limited, Future Champion, Jin Zhan Limited, LWG Family Trust and HSBC may be deemed to
be a group.
Item 4. Purpose of Transaction
On May 20, 2011, as announced in the Current Report on Form 8-K filed by the Issuer on May 23, 2011
(the Form 8-K), the Issuer entered into an Agreement and Plan of Merger (the Merger Agreement),
which is attached hereto as
Exhibit B
, with Parent and Amber Mergerco, Inc. (Merger Sub),
a Florida corporation and a wholly owned subsidiary of Parent, providing for the merger of
Merger Sub with and into the Issuer, with the Issuer surviving the merger as a wholly-owned
subsidiary of Parent (the Merger). As an inducement for Parent and Merger Sub to enter into the
Merger Agreement, each of Li Brothers, China Honour, Mr. Weigang Li, Jin Zhan Limited, Mr. Brian
Lin, Vyle Investment Inc., Mr. Weishe Zhang, and Small Special Technology Inc. entered into a
voting agreement with Parent and Merger Sub on May 20, 2011, (each a Voting Agreement and,
collectively, the Voting Agreements), the form of which is attached hereto as
Exhibit C
,
which provides for, among other things, (i) each Reporting Persons (except Parent) commitment to
vote affirmatively all of the Common Stock beneficially owned by them, respectively, on matters in
connection with the Merger, and (ii) each Reporting Person (except Parent) granting and appointing
Parent, and any designee thereof, such Reporting Persons proxy and attorney-in-fact (with full
power of substitution), for and in the name, place and stead of such Reporting Person, to
affirmatively vote all of the Common Stock beneficially owned by them, respectively, on matters in
connection with the Merger. No payment was made in consideration for entering into the Voting
Agreements.
Further on May 20, 2011, four Reporting Persons, Li Brothers, Jin Zhan Limited, Vyle Investment
Inc., and Small Special Technology Inc. entered into a Rollover Agreement, which is attached hereto
as
Exhibit D
, with Parent and Merger Sub (the Rollover Agreement), pursuant to which,
among other things, (i) Li Brothers will contribute 4,132,000 shares of Common Stock, Jin Zhan
Limited will contribute 768,000 shares of Common Stock, Vyle Investment Inc. will contribute
400,000 shares of Common Stock, and Small Special Technology Inc. will contribute 400,000 shares of
Common Stock, in consideration for the same number of shares in Parent, respectively, immediately
prior to the completion of the Merger, (ii) Li Brothers has agreed to defer an aggregate cash
payment of $11,000,000 (subject to adjustment as set forth in the Rollover Agreement) in
consideration for 1,222,222 shares of Common Stock it holds, payable at such time as set forth
therein, and (ii) each of Li Brothers, Jin Zhan Limited, Vyle Investment Inc., and Small Special
Technology Inc. will have a continuing equity interest in Parent and enter into a shareholders
agreement, that will govern the relationship among the shareholders of Parent following the Merger.
Except as described above and elsewhere herein, the Reporting Persons do not have any present plan
or proposal which relates to, or could result in the occurrence of, any of the events referred to
in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although they reserve the right to
develop such plans).
The foregoing description of each of the Merger Agreement, the Voting Agreements and the Rollover
Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibits
2.1, 9.1, and 10.4 to the Form 8-K, respectively, each of which is incorporated herein by
reference.
Item 5. Interest in Securities of the Issuer.
(a) By reason of the Voting Agreements described in Item 4 above and the irrevocable proxy
contained therein, Parent may be deemed to beneficially own and have the shared voting power to
vote or to direct the vote of (but no power to dispose of or to direct the disposition of)
16,916,600 shares of Common Stock (Parents Shares), representing approximately 59.1% of the
Common Outstanding. Parents Shares include each of the following: (1) 12,000,000 shares of Common
Stock held by Li Brothers, (2) 2,667,600 shares of Common Stock held by China Honour, (3) 786,600
shares of Common Stock held by Vyle Investment Inc., (4) 768,000 shares of Common Stock held by Jin
Zhan Limited, (5) 524,400 shares of Common Stock held by Small Special Technology Inc., (6) 17,500
shares of Common Stock held by Mr. Weigang Li, (7) 52,500 shares of voting restricted Common Stock
held by Mr. Weigang Li, (8) 25,000 shares of Common Stock held by Mr. Brian Lin, and (9) 75,000
shares of voting restricted Common Stock held by Mr. Brian Lin.
Mr. Weigang Li: As of the filing date, Mr. Weigang Li beneficially owns 15,699,350 shares of Common
Stock (Lis Shares), representing a 54.5% of the 28,799,684 shares of the Issuer, which is the
aggregate of the Common Outstanding and Mr. Weigang Lis options to purchase 193,750 shares of
Common Stock that is exercisable within 60 days from May 23, 2011. Lis Shares include each of
the following: (1) his options to purchase 193,750 shares of Common Stock that is exercisable
within 60 days from May 23, 2011, (2) 17,500 shares of Common Stock, (3) 52,500 shares of voting
restricted Common Stock held by Mr. Weigang Li, (4) 12,000,000 shares of Common Stock held by Li
Brothers, (5) 2,667,600 shares of Common Stock held by China Honour; and (6) 768,000 shares of
Common Stock held by Jin Zhan Limited.
Ms. Jincai Li: As of the filing date, Ms. Jincai Li beneficially owns 14,667,600 shares of Common
Stock, representing 51.3% of the Common Outstanding, which includes each of the following: (1)
12,000,000 shares of Common Stock held by Li Brothers, and (2) 2,667,600 shares of Common Stock
held by China Honour.
China Honour: As of the filing date, China Honour beneficially owns 2,667,600 shares of Common
Stock, representing 9.3% of the Common Outstanding.
Li Brothers: As of the filing date, Li Brothers beneficially owns 12,000,000 shares of Common
Stock, representing 41.9% of the Common Outstanding.
Alpha Great: As of the filing date, Alpha Great Holdings Limited beneficially owns 9,051,600 shares
of Common Stock, representing 31.6% of the Common Outstanding, which includes each of the
following: (1) 6,384,000 shares of Common Stock held by Li Brothers, and (2) 2,667,600 shares of
Common Stock held by China Honour.
Jin Zhan Limited: As of the filing date, Jin Zhan Limited beneficially owns 768,000 shares of
Common Stock, representing 2.7% of the Common Outstanding.
Future Champion: As of the filing date, Future Champion beneficially owns 5,616,000 shares of
Common Stock held by Li Brothers, representing 19.6% of the Common Outstanding.
Vyle Investment Inc.: As of the filing date, Vyle Investment Inc. beneficially owns 786,600 shares
of Common Stock, representing 2.7% of the Common Outstanding.
Mr. Brian Lin: As of the filing date, Mr. Brian Lin beneficially owns 1,224,100 shares of Common
Stock (Lins Shares), representing 4.2% of the 28,943,434 shares of the Issuer, which is the
aggregate of the Common Outstanding and Mr. Brian Lins options to purchase 337,500 shares of
Common Stock that is exercisable within 60 days from May 23, 2011. Lins Shares include each of
the following: (1) his indirect beneficial ownership of 786,600 shares of Common Stock through Vyle
Investment Inc., (2) his options to purchase 337,500 shares of Common Stock that is exercisable
within 60 days from May 23, 2011, (3) 25,000 shares of Common Stock, and (4) 75,000 shares of
voting restricted Common Stock held by Mr. Brian Lin.
Small Special Technology Inc.: As of the filing date, Small Special Technology Inc. beneficially
owns 524,400 shares of the Common Stock, representing 1.8% of Common Outstanding.
Mr. Weishe Zhang: As of the filing date, Mr. Weishe Zhang beneficially owns 731,900 shares of
Common Stock, representing 2.6% of the Common Outstanding, which includes his indirect beneficial
ownership of 524,400 shares of Common Stock through Small Special Technology Inc. and his options
to purchase 207,500 shares of Common Stock that is exercisable within 60 days from May 23, 2011.
(b) Mr. Weigang Li and Ms. Jincai Li have shared power to vote or to direct the vote of, and to
dispose or to direct the disposition of shares owned by Li Brothers and China Honour. The
Reporting Persons except for Mr. Weigang Li and Ms. Jincai Li have sole power to vote or to direct
the vote of, and to dispose or to direct the disposition of, all shares owned by them as indicated
above. Mr. Weigang Li is a brother of Ms. Jincai Li.
(c) Except as described above, no transactions in the shares of Common Stock were effected by
the Reporting Persons during the past sixty days.
(d) No other person is known to the Reporting Persons to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock
owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Except for the information set forth Item 3 and Item 4, which is hereby incorporated by reference,
there are no contracts, arrangements, understandings or relationships (legal or otherwise) among
the Reporting Persons nor between any of the Reporting Persons and any other person with respect to
any securities of the Issuer, including but not limited to, transfer or voting of any of the shares
(including as a result of any pledge), finders fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of
proxies.
Item 7. Material to Be Filed as Exhibits
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Exhibit A
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Joint Filing Agreement, dated
May 27, 2011, by and among
Amber Parent Limited, Weigang Li, Jincai Li, China Honour
Investment Limited, Li Brothers Holdings Inc., Alpha Great
Holdings Limited, Future Champion Limited, Jin Zhan
Limited, Vyle Investment, Inc., Small Special Technology
Inc. And Weishe Zhang.
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Exhibit B
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Agreement and Plan of Merger, dated May 20, 2011, by and
among the Issuer, Amber Parent Limited and Amber Mergerco,
Inc. (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by China Fire & Security
Group, Inc. on May 23, 2011 (File No. 001-33588)).
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Exhibit C
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Form of Voting Agreements (incorporated by reference to
Exhibit 9.1 to the Current Report on Form 8-K filed by
China Fire & Security Group, Inc. on May 23, 2011 (File No.
001-33588)).
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Exhibit D
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Rollover Agreement, dated May 20, 2011, by and among Amber
Parent Limited, Amber Mergerco, Inc., Li Brothers Holdings
Inc., Vyle Investment, Inc., Jin Zhan Limited and Small
Special Technology Inc. (incorporated by reference to
Exhibit 10.4 to the Current Report on Form 8-K filed by
China Fire & Security Group, Inc. on May 23, 2011 (File No.
001-33588)).
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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.
Reporting Persons:
Date: May 27, 2011
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Amber Parent Limited
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/s/
Sean Doherty
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Name:
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Sean Doherty
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Title:
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Authorized Signatory
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/s/ Weigang Li
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Weigang Li
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/s/ Jincai Li
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Jincai Li
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China Honour Investment Limited
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/s/ Weigang Li
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Name:
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Weigang Li
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Title:
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Authorized Signatory
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Li Brothers Holdings Inc.
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/s/ Weigang Li
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Name:
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Weigang Li
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Title:
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Authorized Signatory
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Alpha Great Holdings Limited
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/s/ Weigang Li
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Name:
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Weigang Li
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Title:
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Authorized Signatory
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Future Champion Limited
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/s/ Weigang Li
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Name:
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Weigang Li
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Title:
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Authorized Signatory
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Jin Zhan Limited
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/s/ Weigang Li
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Name:
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Weigang Li
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Title:
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Authorized Signatory
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Vyle Investment Inc.
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/s/ Brian Lin
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Name:
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Brian Lin
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Title:
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Authorized Signatory
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/s/ Brian Lin
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Brian Lin
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Small Special Technology Inc.
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/s/ Weishe Zhang
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Name:
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Weishe Zhang
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Title:
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Authorized Signatory
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/s/ Weishe Zhang
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Weishe Zhang
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