UNDER
THE SECURITIES ACT OF
1933
British Virgin Islands
|
6770
|
N/A
|
||||||||
(State
or other jurisdiction of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification Number) |
Barry Grossman, Esq.
Stuart Neuhauser, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, New York, NY10105 (212) 370-1300 (212) 370-7889 Facsimile |
Simon Schilder
Ogier Ritter House, 6th Floor Wickhams Cay II PO Box 3170 Road Town, Tortola British Virgin Islands, VG1110 |
David Alan Miller, Esq.
Jeffrey M. Gallant, Esq. Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York10174 (212) 818-8800 (212) 818-8881 Facsimile |
---|
Large
accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company
x
|
Title of Each Class of Security Being Registered
|
Amount Being
Registered |
Proposed Maximum
Offering Price per Security (1) |
Proposed Maximum
Aggregate Offering Price (1)(2) |
Amount of
Registration Fee |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Units, each
consisting of one ordinary share of no par value, one Right entitling the holder to receive one-tenth (1/10) of one ordinary share, and one Warrant
entitling the holder to purchase one half (1/2) of one ordinary share
(2)
|
6,900,000 | Units | $ | 10.00 | $ | 69,000,000 | $ | 8,887 | ||||||||||
Ordinary Shares
of no par value, included as part of the Units
|
6,900,000 | | | | ||||||||||||||
Rights included
as part of the Units
|
6,900,000 | | | | ||||||||||||||
Warrants
included as part of the Units
|
6,900,000 | | | | ||||||||||||||
Ordinary Shares
of no par value, underlying Rights included as part of the Units
|
690,000 | | | | ||||||||||||||
Total
|
$ | 69,000,000 | $ | 8,887 | (3) |
(1)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. |
(2)
|
Includes Units and ordinary shares, Warrants and Rights underlying such Units which may be issued on exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any. |
(3)
|
Previously paid. |
PRELIMINARY
PROSPECTUS
|
SUBJECT TO COMPLETION, SEPTEMBER 11, 2014 |
Price to
Public |
Underwriting
Discounts and Commissions (1) |
Proceeds, Before
Expenses, to us |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Per
Unit
|
$ | 10.00 | $ | 0.325 | $ | 9.675 | ||||||||
Total
|
$ | 60,000,000 | $ | 1,950,000 | $ | 58,050,000 |
(1)
|
Please see the section titled Underwriting for further information relating to the underwriting arrangements agreed to between us and the underwriters in this offering. |
Page
|
||||||
---|---|---|---|---|---|---|
1 | ||||||
18 | ||||||
19 | ||||||
53 | ||||||
54 | ||||||
57 | ||||||
58 | ||||||
60 | ||||||
61 | ||||||
65 | ||||||
87 | ||||||
101 | ||||||
104 | ||||||
106 | ||||||
114 | ||||||
124 | ||||||
126 | ||||||
136 | ||||||
139 | ||||||
145 | ||||||
145 | ||||||
145 | ||||||
F-1 |
|
references in this prospectus to we, us or our company refer to DT Asia Investments Limited, a BVI business company with limited liability; |
|
references to the Companies Act and the Insolvency Act are to the BVI Business Companies Act, 2004 and the Insolvency Act, 2003 of the British Virgin Islands, respectively; |
|
references in this prospectus to founder shares refer to the 1,725,000 ordinary shares currently held by the initial shareholders (as defined below), which include up to an aggregate of 225,000 ordinary shares subject to forfeiture by our sponsor to the extent that the underwriters over-allotment option is not exercised in full or in part; |
|
references to our initial shareholders refer to our sponsor, officers and directors that hold founder shares; |
|
references to our EBC units refer to 30,000 (or 33,279 if the overallotment is exercised in full) units we are selling privately to EarlyBirdCapital upon consummation of this offering; |
|
references to our insider units refer to 290,000 (320,471 if the overallotment is exercised in full) units we are selling privately to our sponsor and its designees upon consummation of this offering; |
|
references to private units refer to the insider units and EBC units; |
|
references to ordinary shares refer to the ordinary shares of no par value in the company; |
|
references to private shares, private rights and private warrants refers to the ordinary shares, rights and warrants included within the private units; |
|
references to our management or our management team refer to our officers and directors; |
|
references to our public shares refer to ordinary shares which are being sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and references to public shareholders refer to the holders of our public shares, including our initial shareholders to the extent our initial shareholders purchase public shares, provided that their status as public shareholders shall exist only with respect to such public shares; |
|
references to our rights or public rights refer to the rights which are being sold as part of the units in this offering; |
|
references to our sponsor refer to DeTiger Holdings Limited, a company incorporated in the British Virgin Islands owned and controlled by Ms. Winnie Lai Ling Ng; and |
|
references to our warrants or public warrants refer to the warrants which are being sold as part of the units in this offering; |
|
except as specifically provided otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. |
|
Middle-Market Growth Business . We will primarily seek to acquire one or more growth businesses with a total enterprise value in excess of $300,000,000. We believe that there are a substantial number of potential target businesses within this valuation range that can benefit from new capital for scalable operations to yield significant revenue and earnings growth. We do not currently intend to acquire either a start-up company or a company with negative cash flow. |
|
Companies with Opportunity to Strengthen Management and Add Value . We will seek to acquire one or more businesses that provide a platform for the existing management team to leverage the experience of our management team. We believe that the operating expertise of our management team is well suited to complement and, if beneficial, replace the targets management team. |
|
Companies in Business Segments that are Strategically Significant to China . We will seek to acquire those businesses with strong technological know-how, distribution networks and/or business practices in economic sectors that are currently experiencing significant Asia/China outbound investing. Such sectors include: Energy and resources, food processing, retail, manufacturing, and high technology business segments. |
|
Business with Revenue and Earnings Growth Potential We will seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination of brand and new product development, increased production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage. |
|
Companies with Potential for Strong Free Cash Flow Generation We will seek to acquire one or more businesses that have the potential to generate strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value. |
|
Benefit from Being a Public Company We intend to only acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company. |
|
experience in sourcing, acquiring, operating, financing and selling businesses; |
|
reputation for integrity and fair dealing with sellers, capital providers and target management teams; |
|
significant experience as advisors on transactions; |
|
experience in executing transactions under varying economic and financial market conditions; and |
|
experience in operating in developing environments around the world; |
Securities
offered
|
6,000,000 units, at $10.00 per unit, each unit consisting of one ordinary share, one right and one warrant. Each right entitles the holder to
automatically receive one-tenth (1/10) of an ordinary share upon consummation of our initial business combination. Each warrant entitles the holder
thereof to purchase one-half of one ordinary share at a price of $12.00 per full share, subject to adjustment as described in this
prospectus.
|
|||||
|
This
is different from other offerings similar to ours whose units include one share and one warrant to purchase one share. Our management believes that
investors in similarly structured blank check offerings, and those likely to invest in this offering, have come to expect the units of such companies
to include one share and one or more other securities which would allow the holders to acquire additional shares. Without the ability to acquire such
additional shares, our management believes that investors would not be willing to purchase units in such companies initial public offerings. In
this offering, by offering rights as part of the units that automatically entitle the holder to receive only one-tenth of a share and warrants that
entitle the holder to purchase one-half of one share, as opposed to warrants included in units of similarly structured blank check offerings that most
often entitle the holder to receive a full share, our management believes we have reduced the number of shares that we would be obligated to issue
after the offering. However, this unit structure may cause our units to be worth less than if they included a warrant to purchase one full share.
Furthermore, no fractional shares will be issued upon exercise of the warrants. Accordingly, unless you acquire at least two warrants, you will not be
able to receive a share upon exercise of your warrants.
|
|||||
Listing of
our securities and proposed symbols
|
We
anticipate the units, and the ordinary shares, rights and warrants once they begin separate trading, will be listed on Nasdaq under the symbols
CADTU, CADT, CADTR, and CADTW, respectively.
|
|||||
|
Each
of the ordinary shares, rights and warrants may trade separately on the 90
th
day after the date of this prospectus unless EarlyBirdCapital
determines that an earlier date is acceptable (based upon, among other things, its assessment of the relative strengths of the securities markets and
small capitalization companies in
|
|
general, and the trading pattern of, and demand for, our securities in particular). In no event will EarlyBirdCapital allow separate trading
of the ordinary shares, rights and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of this
offering.
|
|||||
|
Once
the ordinary shares, rights and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into
the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into ordinary shares, rights
and warrants.
|
|||||
|
We
will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is
anticipated to take place three business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the
proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment
option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial
information to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form
8-K, information indicating if EarlyBirdCapital has allowed separate trading of the ordinary shares, rights and warrants prior to the 90
th
day after the date of this prospectus.
|
|||||
Ordinary
shares:
|
|
|||||
Number of
issued and outstanding before this offering
|
1,725,000 shares (includes up to an aggregate of 225,000 founder shares that are subject to forfeiture by our sponsor if the over-allotment
option is not fully exercised by the underwriters)
|
|||||
Number to
be issued and outstanding after this offering and sale of private units
|
7,820,000 shares (assumes the over-allotment option has not been exercised and an aggregate of 225,000 founder shares have been forfeited by
our sponsor)
|
|||||
Rights:
|
|
|||||
Number
outstanding before this offering
|
0
|
|||||
Number to
be outstanding after this offering and sale of private units
|
6,320,000 rights (assumes the over-allotment option has not been exercised.)
|
|||||
Terms of
the Rights
|
Each
holder of a right will automatically receive one-tenth (1/10) of an ordinary share upon consummation of our initial business combination. If we are
unable to complete an initial business combination within the required time period and we liquidate the funds held in the trust account, holders of
rights will not receive any of such funds for their rights and the rights will expire worthless.
|
Warrants:
|
|
|||||
Number
outstanding before this offering
|
0
warrants
|
|||||
Number to
be outstanding after this offering and sale of private units
|
6,320,000 warrants (assumes the over-allotment option has not been exercised)
|
|||||
Exercisability
|
Each
warrant is exercisable for one-half of one ordinary share. Because the warrants may only be exercised for whole numbers of shares, only an even number
of warrants may be exercised at any given time.
|
|||||
Exercise
price
|
$12.00 per whole share. No public warrants will be exercisable for cash unless we have an effective and current registration statement
covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. It is our current
intention to have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current
prospectus relating to such ordinary shares in effect promptly following consummation of an initial business combination. Notwithstanding the
foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the public warrants is not effective within 90 days
following the consummation of our initial business combination, public warrant holders may, until such time as there is an effective registration
statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis
pursuant to an available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering
the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying
the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the
fair market value. The fair market value shall mean the average reported last sale price of the ordinary shares for the 10 trading days
ending on the day prior to the date of exercise. For example, if a holder held 300 warrants to purchase 150 shares and the fair market value on the
date prior to exercise was $15.00, that holder would receive 30 shares without the payment of any additional cash consideration. If an exemption from
registration is not available, holders will not be able to exercise their warrants on a cashless basis.
|
|||||
Exercise
period
|
The
warrants will become exercisable on the later of the completion of an initial business combination or 12 months from the date of this prospectus. The
warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon
redemption.
|
Redemption
|
We
may redeem the outstanding warrants (excluding the private warrants but including any outstanding warrants issued upon exercise of the unit purchase
option issued to EarlyBirdCapital and/or its designees), in whole and not in part, at a price of $0.01 per warrant:
|
|||||
|
at any time while the warrants are exercisable,
|
|||||
|
upon a minimum of 30 days prior written notice of redemption,
|
|||||
|
if, and only if, the last sales price of our ordinary shares equals or exceeds $18.00 per share for any 20 trading days
within a 30 trading day period ending three business days before we send the notice of redemption, and
|
|||||
|
if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such
warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of
redemption.
|
|||||
|
If
the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the
scheduled redemption date. However, the price of the ordinary shares may fall below the $18.00 trigger price as well as the $12.00 warrant exercise
price after the redemption notice is issued.
|
|||||
|
The
redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial
exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price
declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the
warrants.
|
|||||
|
If we
call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so
on a cashless basis. In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary
shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the
difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The
fair market value shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the third
trading day prior to the date on which the notice of redemption is sent to
|
|
the
holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a cashless basis will depend
on a variety of factors including the price of our ordinary shares at the time the warrants are called for redemption, our cash needs at such time and
concerns regarding dilutive share issuances.
|
|||||
Offering
proceeds to be held in the trust account
|
$60,300,000 of the net proceeds of this offering (or $69,345,000 if the over-allotment option is exercised in full), taking into account the
$3,200,000 (or $3,537,500 if the over-allotment option is exercised in full), we will receive from the sale of the private units, or $10.05 per unit
sold to the public in this offering, will be placed in a trust account in the United States at JPMorgan Chase Bank, N.A., maintained by Continental
Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus. The remaining $550,000 of
net proceeds of this offering will not be held in the trust account.
|
|||||
|
Except as set forth below, the proceeds held in the trust account will not be released until the earlier of: (1) the completion of our initial
business combination within the required time period and (2) our redemption of 100% of the outstanding public shares if we have not completed a
business combination in the required time period. Therefore, unless and until our initial business combination is consummated, the proceeds held in the
trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation
and selection of a target business and the negotiation of an agreement to acquire a target business.
|
|||||
|
Notwithstanding the foregoing, there can be released to us from the trust account (1) any interest earned on the funds in the trust account
that we need to pay our income or other tax obligations and (2) any remaining interest earned on the funds in the trust account that we need for our
working capital requirements. With these exceptions, expenses incurred by us may be paid prior to a business combination only from the net proceeds of
this offering not held in the trust account of approximately $550,000; provided, however, that in order to meet our working capital needs following the
consummation of this offering if the funds not held in the trust account and interest earned on the funds held in the trust account available to us are
insufficient, our initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or
at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would
either be paid upon consummation of our initial business combination,
|
|
without interest, or, at the lenders discretion, up to $500,000 of the notes may be converted upon consummation of our business
combination into additional private units at a price of $10.00 per unit (which, for example, would result in the holders being issued 55,000 ordinary
shares if $500,000 of notes were so converted since the 50,000 rights included in the private units would result in the issuance of 5,000 ordinary
shares upon the closing of our business combination as well as 50,000 warrants to purchase 25,000 shares). Our shareholders have approved the issuance
of the ordinary shares and warrants upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation
of our initial business combination. If we do not complete a business combination, the loans will only be repaid with funds not held in the trust
account, to the extent available.
|
|||||
Limited
payments to insiders
|
There
will be no fees, reimbursements or other cash payments paid to our initial shareholders, officers, directors or their affiliates prior to, or for any
services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is)
other than:
|
|||||
|
repayment at the closing of this offering of a non-interest bearing loan in an aggregate amount of $125,000 made by our
sponsor;
|
|||||
|
payment to our sponsor (DeTiger Holdings Limited., an entity controlled by Winnie Lai Ling Ng) of a total of $10,000 per
month for office space, utilities and secretarial and administrative services commencing on the date that our securities are first listed on Nasdaq
capital market;
|
|||||
|
reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as
identifying and investigating possible business targets and business combinations; and
|
|||||
|
repayment upon consummation of our initial business combination of any loans which may be made by our initial shareholders
or their affiliates or our officers and directors to finance transaction costs in connection with an intended initial business
combination.
|
|||||
|
There
is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available
proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account that may be released to us, such
expenses would not be reimbursed
|
|
by us
unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to our sponsor
or member of our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee
will be reviewed and approved by our Board of Directors, with any interested director abstaining from such review and approval.
|
|||||
Manner of
conducting redemptions
|
We
will provide our shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business
combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender
offer.
|
|||||
|
In
connection with any proposed initial business combination, we intend to seek shareholder approval of such initial business combination at a meeting
called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business
combination. In such case, we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such
consummation and a majority of the outstanding ordinary shares voted are voted in favor of the business combination.
|
|||||
|
We
chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act.
However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or
requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible
asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares redeem)
and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to
consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at
all.
|
|||||
|
Our
initial shareholders have agreed (A) to vote their founder shares and any public shares in favor of any proposed business combination, (B) not to
propose an amendment to our Memorandum and Articles of Association with respect to our pre-business combination activities prior to the consummation of
such a business combination, (C) not to redeem any shares (including the
|
|
founder shares) into the right to receive cash from the trust account in connection with a shareholder vote to approve our proposed initial
business combination or a vote to amend the provisions of our Memorandum and Articles of Association relating to shareholders rights or
pre-business combination activity and (D) that the founder shares shall not participate in any liquidating distribution upon winding up if a business
combination is not consummated. None of our initial shareholders or their affiliates has indicated any intention to purchase units in this offering or
any units or ordinary shares in the open market or in private transactions. However, if a significant number of shareholders vote, or indicate an
intention to vote, against a proposed business combination, our initial shareholders, officers, directors or their affiliates could make such purchases
in the open market or in private transactions in order to influence the vote. Our initial shareholders, officers, directors and their affiliates could
purchase sufficient shares so that the initial business combination may be approved without the majority vote of public shares held by non-affiliates.
Notwithstanding the foregoing, our officers, directors, initial shareholders and their affiliates will not make purchases of ordinary shares if the
purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a companys
stock.
|
|||||
|
If a
shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended
and restated certificate of incorporation:
|
|||||
|
conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers,
and
|
|||||
|
file tender offer documents with the SEC prior to completing our initial business combination which contain substantially
the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the
Exchange Act, which regulates the solicitation of proxies.
|
|||||
|
In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance
with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender
offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares,
which number will be based on the requirement that we may not redeem public shares in an
|
|
amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SECs penny
stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business
combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial
business combination.
|
|||||
Redemption
rights
|
At
any meeting called to approve an initial business combination, any public shareholder voting either for or against such proposed business combination
will be entitled to demand that his ordinary shares be redeemed for a pro rata portion of the amount then in the trust account (initially approximately
$10.05 per share, plus any pro rata interest earned on the funds held in the trust account and not previously released to us or necessary to pay our
taxes).
|
|||||
|
If we
seek shareholder approval in connection with our initial business combination, we will consummate such transaction only if we have net tangible assets
of at least $5,000,001 upon such consummation and a majority of the outstanding ordinary shares voted are voted in favor of the business combination
(if a vote is required or being obtained). We chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule
419 promulgated under the Securities Act of 1933, as amended. However, if we seek to consummate an initial business combination with a target business
that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon
consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business
combination (as we may be required to have a lesser number of shares redeemed) and may force us to seek third party financing which may not be
available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able
to locate another suitable target within the applicable time period, if at all.
|
|||||
|
Notwithstanding the foregoing, a public shareholder, together with any affiliate of his or any other person with whom he is acting in concert
or as a group (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or
more of the ordinary shares sold in this offering without our prior written consent. We believe this restriction will prevent an individual shareholder
or group from accumulating large blocks of shares before the vote held to approve a proposed business combination and attempt to use the
redemption right as a means to
|
|
force
us or our management to purchase its shares at a significant premium to the then current market price. By limiting a shareholders ability to
redeem no more than 15% of the ordinary shares sold in this offering, we believe we have limited the ability of a small group of shareholders to
unreasonably attempt to block a transaction, which is favored by our other public shareholders.
|
|||||
|
Whether we elect to effectuate our initial business combination via shareholder vote or tender offer, we will require public shareholders,
whether they are a record holder or hold their shares in street name, to either tender their certificates to our transfer agent at any time
through the vote on the business combination or to deliver their shares to the transfer agent electronically using Depository Trust Companys DWAC
(Deposit/Withdrawal At Custodian) System, at the holders option. The requirement for physical or electronic delivery prior to the meeting ensures
that a holders election to redeem his shares is irrevocable once the business combination is approved. There is a nominal cost associated with
this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the
tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred
regardless of whether or not we require holders to deliver their shares prior to the vote on the business combination in order to exercise redemption
rights. This is because a holder would need to deliver shares to exercise redemption rights regardless of the timing of when such delivery must be
effectuated. However, in the event the proposed business combination is not consummated, this may result in an increased cost to
shareholders.
|
|||||
Ability to
extend time to complete business combination
|
If we
anticipate that we may not be able to consummate our initial business combination within 18 months, we may extend the period of time to consummate a
business combination twice, each by an additional three months, for an aggregate of six additional months as described in this prospectus. In order to
extend the time available for us to consummate our initial business combination, our sponsor, or its affiliates or designees, must deposit an aggregate
of $150,000 at $0.025 per public share (or $172,500 at $0.025 per public share if the overallotment is exercised in full) into the trust account prior
to the applicable deadline for each three month extension. Neither our sponsor, nor any of its affiliates or designees, is obligated to fund the trust
account to extend the time for us to complete our initial business combination.
|
Liquidation
if no business combination
|
If we
are unable to complete our initial business combination within 18 months from the closing of this offering (or up to 24 months if extended), we will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter,
redeem 100% of the outstanding public shares which redemption will completely extinguish public shareholders rights as shareholders (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining holders of ordinary shares and our board of directors, proceed to commence a voluntary liquidation
and thereby a formal dissolution of the company, subject (in the case of (ii) and (iii) above) to our obligations to provide for claims of creditors
and the requirements of applicable law.
|
|||||
|
In
connection with our redemption of 100% of our outstanding public shares for a portion of the funds held in the trust account, each holder will receive
a full pro rata portion of the amount then in the trust account (less up to $20,000 to pay dissolution costs), plus any pro rata interest earned on the
funds held in the trust account and not previously released to us for our working capital requirements or necessary to pay our taxes payable on such
funds. Holders of rights or warrants will receive no proceeds in connection with the liquidation with respect to such rights or warrants, which will
expire worthless.
|
|||||
|
We
may not have funds sufficient to pay or provide for all creditors claims. Although we will seek to have all third parties (including any vendors
or other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any
right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such
agreements. There is also no guarantee that the third parties would not challenge the enforceability of these waivers and bring claims against the
trust account for monies owed them.
|
|||||
|
The
holders of the founder shares and private units will not participate in any redemption distribution with respect to their founder shares, private
shares, private rights or private warrants.
|
|||||
|
If we
are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account,
without taking into account any interest earned on the trust account, we expect that the initial per-share redemption price will be approximately
$10.05. The proceeds deposited in the
|
|
trust
account could, however, become subject to claims of our creditors that are in preference to the claims of our shareholders. In addition, if we are
forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the proceeds held in the trust account
could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority
over the claims of our shareholders. Therefore, the actual per-share redemption price may be less than approximately $10.05.
|
|||||
|
We
will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account together with up to $20,000 of interest earned
on the funds held in the trust account that is available to us for such purposes. If such funds are insufficient, Ms. Winnie Lai Ling Ng, an affiliate
of our sponsor, has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment for such expenses. We currently
do not anticipate that such funds will be insufficient.
|
June 10, 2014
|
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Actual
|
As Adjusted
(1)(2)(3)
|
||||||||||
Balance
Sheet Data:
|
|||||||||||
Working
capital (deficiency)
|
$ | (58,012 | ) | $ | 60,869,704 | ||||||
Total assets
|
$ | 152,555 | $ | 60,869,704 | |||||||
Total
liabilities
|
$ | 132,951 | $ | | |||||||
Value of
ordinary shares which may be redeemed for cash
|
$ | | $ | 55,299,994 | |||||||
Shareholders equity
|
$ | 19,604 | $ | 5,569,710 |
(1)
|
Includes $3,200,000 we will receive from the sale of the private units. |
(2)
|
The as adjusted working capital and total assets is derived by adding total shareholders equity and the value of the ordinary shares, which may be redeemed for cash. |
(3)
|
The as adjusted value of ordinary shares which may be redeemed for cash is derived by taking 5,502,487 ordinary shares which may be redeemed, representing the maximum number of shares that may be redeemed while maintaining at least $5,000,001 in net tangible assets after the offering, multiplied by a redemption price of $10.05. |
|
may significantly dilute the equity interest of investors in this offering, who will not have pre-emption rights in respect of such an issuance; |
|
may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights created by amendment of our memorandum and articles of association by resolution of the directors senior to those afforded our ordinary shares; |
|
could cause a change in control if a substantial number of ordinary shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and |
|
may adversely affect prevailing market prices for our units, ordinary shares and/or rights. |
|
default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations; |
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
|
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
|
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
|
our inability to pay dividends on our ordinary shares; |
|
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
|
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
|
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
|
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
|
solely dependent upon the performance of a single business, property or asset, or |
|
dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
|
the history and prospects of companies whose principal business is the acquisition of other companies; |
|
prior offerings of those companies; |
|
our prospects for acquiring an operating business at attractive values; |
|
a review of debt to equity ratios in leveraged transactions; |
|
our capital structure; |
|
an assessment of our management and their experience in identifying operating companies; |
|
general conditions of the securities markets at the time of this offering; and |
|
other factors as were deemed relevant. |
|
a limited availability of market quotations for our securities; |
|
a reduced liquidity with respect to our securities; |
|
a determination that our ordinary shares are a penny stock which will require brokers trading in our ordinary shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our ordinary shares; |
|
a limited amount of news and analyst coverage for our company; and |
|
a decreased ability to issue additional securities or obtain additional financing in the future. |
|
to recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws where that liability is in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company; and |
|
to impose liabilities against us, in original actions brought in the British Virgin Islands, based on certain civil liability provisions of U.S. securities laws that are penal in nature. |
|
the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; |
|
is final and for a liquidated sum; |
|
the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company; |
|
in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court; |
|
recognition or enforcement of the judgment would not be contrary to public policy in the British Virgin Islands; and |
|
the proceedings pursuant to which judgment was obtained were not contrary to natural justice. |
|
rules and regulations or currency redemption or corporate withholding taxes on individuals; |
|
laws governing the manner in which future business combinations may be effected; |
|
exchange listing and/or delisting requirements; |
|
tariffs and trade barriers; |
|
regulations related to customs and import/export matters; |
|
longer payment cycles; |
|
tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
|
currency fluctuations and exchange controls; |
|
rates of inflation; |
|
challenges in collecting accounts receivable; |
|
cultural and language differences; |
|
employment regulations; |
|
crime, strikes, riots, civil disturbances, terrorist attacks and wars; and |
|
deterioration of political relations with the United States. We may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer. |
|
levying fines; |
|
revoking our business and other licenses; |
|
requiring that we restructure our ownership or operations; and |
|
requiring that we discontinue any portion or all of our business. |
|
revoke the business and operating licenses of the potential future target business; |
|
confiscate relevant income and impose fines and other penalties; |
|
discontinue or restrict the operations of the potential future target business; |
|
require us or potential future target business to restructure the relevant ownership structure or operations; |
|
restrict or prohibit our use of the proceeds of this offering to finance the target businesses and its operations; |
|
impose conditions or requirements with which we or potential future target business may not be able to comply; or |
|
require us to discontinue a portion or all of our business. |
|
our ability to complete our initial business combination; |
|
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
|
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; |
|
our potential ability to obtain additional financing to complete our initial business combination; |
|
our pool of prospective target businesses; |
|
the ability of our officers and directors to generate a number of potential investment opportunities; |
|
failure to list or delisting of our securities from the Nasdaq Capital Market or an inability to have our securities listed on the Nasdaq Capital Market following a business combination; |
|
our public securities potential liquidity and trading; |
|
the lack of a market for our securities; or |
|
our financial performance following this offering. |
Without
Over-Allotment Option |
Over-Allotment
Option Exercised |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Gross
proceeds
|
||||||||||
From offering
|
$ | 60,000,000 | $ | 69,000,000 | ||||||
From private
placement
|
3,200,000 | 3,537,500 | ||||||||
Total gross
proceeds
|
63,200,000 | 72,537,500 | ||||||||
Offering
expenses
(1)
|
||||||||||
Underwriting
discount (3.25% of gross proceeds from offering)
|
1,950,000 | (2) | 2,242,500 | (2) | ||||||
Legal fees
and expenses
(3)
|
170,000 | 170,000 | ||||||||
Nasdaq
listing fee
|
50,000 | 50,000 | ||||||||
Printing and
engraving expenses
|
45,000 | 45,000 | ||||||||
Accounting
fees and expenses
|
30,000 | 30,000 | ||||||||
FINRA filing
fee
|
14,990 | 14,990 | ||||||||
D&O
insurance
|
75,000 | 75,000 | ||||||||
SEC
registration fee
|
8,887 | 8,887 | ||||||||
Miscellaneous
expenses
|
6,123 | 6,123 | ||||||||
Total
offering expenses
|
2,350,000 | 2,642,500 | ||||||||
Net
proceeds
|
||||||||||
Held in the
trust account
(4)
|
60,300,000 | 69,345,000 | ||||||||
Not held in
the trust account
|
550,000 | 550,000 | ||||||||
Total net
proceeds
|
$ | 60,850,000 | $ | 69,895,000 | ||||||
Use of net
proceeds not held in the trust account
(4)(5)
|
||||||||||
Legal,
accounting and other third party expenses attendant to the search for target businesses and to the due diligence investigation, structuring and
negotiation of our initial business combination
|
$ | 150,000 | 27.3 | % | ||||||
Legal and
accounting fees relating to SEC reporting obligations
|
100,000 | 18.2 | % | |||||||
Nasdaq
continued listing fees
|
55,000 | 10 | % | |||||||
Payment of
administrative fee ($10,000 per month for up to 18 months)
|
180,000 | 32.7 | % | |||||||
Working
capital to cover miscellaneous expenses, general corporate purposes, liquidation obligations and reserves
|
65,000 | 11.8 | % | |||||||
Total
|
$ | 550,000 | 100.0 | % |
(1)
|
A portion of the offering expenses, including the SEC registration fee, the FINRA filing fee, the non-refundable portion of the Nasdaq listing fee and a portion of the legal and audit fees, have been paid from the funds we received from the sponsor. These funds will be repaid out of the proceeds of this offering available to us. |
(2)
|
No discounts or commissions will be paid with respect to the purchase of the private units. |
(3)
|
Our counsel has agreed to defer legal fees for services provided in connection with the offering in the amount of $100,000. Such deferred legal fees will be payable by us only upon the successful completion of our initial business combination. In the event we do not consummate our initial business combination the deferred legal fee will not be paid. Accordingly, the deferred legal fee is not reflected as a cost of this offering in the above Estimated Offering Expenses |
(4)
|
Upon closing of the initial business combination, the funds held in the trust account may, but need not, be used to pay our expenses relating to acquiring a target business, including a fee payable to EarlyBirdCapital in an amount equal to 4.0% of the total gross proceeds raised in the offering described below. |
(5)
|
Does not include any interest earned on the funds held in the trust account that may be available to us as described in this prospectus. |
Public
offering price
|
$ | 9.09 | ||||||||
Net tangible
book value before this offering
|
$ | (0.03 | ) | |||||||
Increase
attributable to new investors and private sales
|
1.92 | |||||||||
Pro forma net
tangible book value after this offering
|
1.89 | |||||||||
Dilution to
new investors
|
$ | 7.20 | ||||||||
Percentage of
dilution to new investors
|
79.2 | % |
Shares Purchased
|
Total Consideration
|
Average
Price per Share |
|||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number
|
Percentage
|
Amount
|
Percentage
|
||||||||||||||||||||
Initial
stockholders (founder shares)
|
1,500,000 | (1) | 17.75 | % | $ | 25,000 | 0.04 | % | $ | 0.02 | |||||||||||||
Placement
shares
|
352,000 | (2) | 4.16 | % | 3,200,000 | 5.06 | % | $ | 9.09 | ||||||||||||||
Public
stockholders
|
6,600,000 | (3) | 78.09 | % | 60,000,000 | 94.90 | % | $ | 9.09 | ||||||||||||||
Total
|
8,452,000 | 100.00 | % | $ | 63,225,000 | 100.00 | % |
(1)
|
Assumes the over-allotment option has not been exercised and an aggregate of 225,000 founder shares have been forfeited by our sponsor as a result thereof. |
(2)
|
Assumes the issuance of an additional 32,000 shares underlying the private rights. |
(3)
|
Assumes the issuance of an additional 600,000 public shares underlying the public rights. |
Numerator:
|
||||||
Net tangible
book value before the offering
|
$ | (58,012 | ) | |||
Net proceeds
from this offering and private placement of private units
|
60,850,000 | |||||
Plus:
Offering costs accrued for and paid in advance, excluded from tangible book value before this offering
|
77,616 | |||||
Plus:
Proceeds from sale of unit purchase option to underwriters
|
100 | |||||
Less:
Proceeds held in the trust account subject to redemption
|
(55,299,994 | ) | ||||
|
$ | 5,569,710 | ||||
Denominator:
|
||||||
Ordinary
shares outstanding prior to this offering
|
1,500,000 | (1) | ||||
Ordinary
shares to be sold in this offering
|
6,000,000 | |||||
Ordinary
shares underlying the rights to be sold in this offering
|
600,000 | |||||
Ordinary
shares to be sold in private placement
|
320,000 | |||||
Ordinary
shares underlying the rights to be sold in private placement
|
32,000 | |||||
Less: Shares
subject to redemption
|
(5,502,487 | ) | ||||
|
2,949,513 |
(1)
|
Assumes that the underwriters over-allotment option has not been exercised and an aggregate of 225,000 founder shares have been forfeited by our sponsor as a result thereof. |
As at June 10, 2014
|
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Actual
|
As Adjusted
(1)
|
||||||||||
Amount
payable to related party
(2)
|
$ | 125,000 | $ | | |||||||
Ordinary
share, no par value, -0- and 5,502,487 shares which are subject to possible redemption
|
| 55,299,994 | (4) | ||||||||
Shareholders equity:
|
|||||||||||
Ordinary
share, no par value, unlimited shares authorized; 1,725,000 shares issued and outstanding, actual; 2,317,513 shares
(3)
issued and
outstanding (excluding 5,502,487 shares subject to possible redemption), as adjusted
|
25,000 | 5,575,106 | |||||||||
Additional
paid-in capital
|
| | |||||||||
Deficit
accumulated during the development stage
|
(5,396 | ) | (5,396 | ) | |||||||
Total
shareholders equity:
|
$ | 19,604 | $ | 5,569,710 | |||||||
Total
capitalization
|
$ | 144,604 | $ | 60,869,704 | (5) |
(1)
|
Includes $3,200,000 we will receive from the sale of the private units. Assumes the over-allotment option has not been exercised. |
(2)
|
Payable to related party is an advance of $125,000. The advance is non-interest bearing and is payable on demand. |
(3)
|
Assumes the over-allotment option has not been exercised and an aggregate of 225,000 founder shares have been forfeited by our sponsor as a result thereof. |
(4)
|
Derived by taking 5,502,487 ordinary shares, which may be redeemed, representing the maximum number of shares that may be redeemed while maintaining at least $5,000,001 in net tangible assets after the offering, multiplied by a redemption price of $10.05. |
(5)
|
Derived by adding total shareholders equity and the value of the ordinary share, which may be redeemed for cash. |
|
may significantly dilute the equity interest of investors in this offering who would not have pre-emption rights in respect of any such issue; |
|
may subordinate the rights of holders of ordinary shares if the rights, preferences, designations and limitations attaching to the preferred shares are created by amendment of our memorandum and articles of association by resolution of the board of directors and preferred shares are issued with rights senior to those afforded our ordinary shares; |
|
could cause a change in control if a substantial number of ordinary shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
|
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights or a person seeking to obtain control of us; and |
|
may adversely affect prevailing market prices for our ordinary shares and/or rights. |
|
default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations; |
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
|
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
|
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
|
our inability to pay dividends on our ordinary shares; |
|
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
|
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
|
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
|
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
|
$150,000 of expenses for the search for target businesses and for the legal, accounting and other third-party expenses attendant to the due diligence investigations, structuring and negotiating of our initial business combination; |
|
$180,000 (or $240,000 if the time to complete a business combination has been extended) to our sponsor or an affiliate of our sponsor for office space, utilities and secretarial and administrative services commencing on the date that our securities are first listed on Nasdaq capital market; |
|
$100,000 of expenses in legal and accounting fees relating to our SEC reporting obligations; |
|
$55,000 of expenses in continued Nasdaq listing fees; |
|
$65,000 (or $5,000 if the time to complete a business combination has been extended) for general working capital that will be used for miscellaneous expenses, liquidation obligations and reserves, including director and officer liability insurance premiums. |
|
staffing for financial, accounting and external reporting areas, including segregation of duties; |
|
reconciliation of accounts; |
|
proper recording of expenses and liabilities in the period to which they relate; |
|
evidence of internal review and approval of accounting transactions; |
|
documentation of processes, assumptions and conclusions underlying significant estimates; and |
|
documentation of accounting policies and procedures. |
|
Middle-Market Growth Business . We will primarily seek to acquire one or more growth businesses with a total enterprise value in excess of $300,000,000. We believe that there are a substantial number of potential target businesses within this valuation range that can benefit from new capital for scalable operations to yield significant revenue and earnings growth. We currently do not intend to acquire either a start-up company or a company with negative cash flow. |
|
Companies with Opportunity to Strengthen Management and Add Value . We will seek to acquire one or more businesses that provide a platform for the existing management team to leverage the experience of our management team. We believe that the operating expertise of our management team is well suited to complement and, if beneficial, replace the targets management team. |
|
Companies in Business Segments that are Strategically Significant to China . We will seek to acquire those businesses with strong technological know-how, distribution networks and/or business practices in economic sectors that are currently experiencing significant Asia/China outbound investing. Such sectors include: Energy and resources, food processing, retail, manufacturing, and high technology business segments. |
|
Business with Revenue and Earnings Growth Potential We will seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination of brand and new product development, increased production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage. |
|
Companies with Potential for Strong Free Cash Flow Generation We will seek to acquire one or more businesses that have the potential to generate strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value. |
|
Benefit from Being a Public Company We intend to only acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company. |
|
Established Deal Sourcing Network |
|
Through our management team, we believe we have contacts and sources from which to generate acquisition opportunities and possibly seek complimentary follow-on business arrangements. These contacts and sources include those in government, private and public companies around the world, private equity and venture capital funds, investment bankers, attorneys and accountants. |
|
Unique positioning |
|
We are a management team with significant experience in cross-border business between Asia (with an emphasis on China) and the U.S. We understand the cultural, business and economic differences and opportunities that will allow us to negotiate a transaction. For Asia, and more specifically China, based companies, we provide the ability to help them bridge their overseas expansion in term of both capital raising and business activity. In addition, if we find a very attractive acquisition target outside of the Asia/China region, we believe our deep experience and relationships in Asia/China would enhance the value of such a business through our introductions to identified Asian/Chinese business partners. |
|
Status as a Public Company |
|
We believe our structure will make us an attractive business combination partner to prospective target businesses. As a public company, we will offer a target business an alternative to the traditional initial public offering. We believe that target businesses will favor this alternative, which we believe is less expensive, while offering greater certainty of execution than the traditional initial public offering. During an initial public offering, there are typically expenses incurred in marketing, which would be costlier than a business combination with us. Furthermore, once a proposed business combination is approved by our shareholders and the transaction is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe the target business would have greater access to capital and additional means of creating management incentives that are better aligned with shareholders interests than it would as a private company. It can offer further benefits by augmenting a companys profile among potential new customers and vendors and aid in attracting talented management staffs. |
|
Strong Financial Position and Flexibility |
|
With a trust account initially in the amount of $60,300,000 (or $69,345,000 if the over-allotment option is exercised in full) and a public market for our ordinary shares, we can offer a target business a variety of options to facilitate a business combination and fund future expansion and growth of its business. Because we are able to consummate a business combination using the cash proceeds from this offering, our share capital, debt or a combination of the foregoing, we have the flexibility to use an efficient structure allowing us to tailor the consideration to be paid to the target business to address the needs of the parties. However, if a business combination requires us to use substantially all of our cash to pay for the purchase price, we may need to arrange third party financing to help fund our business combination. Since we have no specific business combination under consideration, we have not taken any steps to secure third party financing. Accordingly, our flexibility in structuring a business combination may be subject to these constraints. |
|
Offering Structure |
|
Unlike other blank check companies that sell units comprised of shares and warrants each to purchase a full share in their initial public offerings, we are selling units comprised of shares, warrants to purchase one-half of one share and rights automatically entitling the holder to receive one-tenth of a share upon consummation of our initial business combination. Our management believes that investors in similarly structured blank check offerings, and those likely to invest in this offering, have come to expect the units of such companies to include one share and another security which would allow the holders to acquire additional shares. Without the ability to acquire such additional shares, our management believes the investors would not be willing to purchase units in such companies initial public offerings. Accordingly, because the number of shares ordinarily issuable upon exercise of the warrants found in the typical structure of other blank check initial public offerings is lessened in our case (since such warrants most often entitle the holder to receive a full share as opposed to the one-tenth of a share the rights entitle a holder to receive and the one-half of one share that each warrantholder is entitled to purchase), although not completely eliminated, our management believes we will be viewed more favorably by potential target companies when determining which company to engage in a business combination with. However, our management may be incorrect in this belief. |
|
Our exercise of effective control over the target company; |
|
We will assume economic benefits and risk of losses of the target company that are substantially similar to full ownership; |
|
The shareholders of the target company would grant us a pledged interest in all of the issued and outstanding interests of the target company, including the right to vote such shares, as security for the performance of the target companys obligations under the contractual arrangements; |
|
The shareholders of the target company would grant us an irrevocable proxy for the maximum period permitted by law, to vote the shareholders shares in the target company in such manner and for or against such proposals as we may determine; and |
|
We, or our designee, would have an exclusive option to purchase all or part of the equity interests in the target company owned by the Chinese residents whom we designate, or all or part of the assets of the target company, in each case when and to the extent permitted by Chinese regulations. |
|
subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and |
|
cause us to depend on the marketing and sale of a single product or limited number of products or services. |
Type of Transaction
|
Whether Shareholder
Approval is Required |
|||||
---|---|---|---|---|---|---|
Purchase of
assets
|
No
|
|||||
Purchase of
stock of target not involving a merger with the company
|
No
|
|||||
Merger of
target with a subsidiary of the company
|
No
|
|||||
Merger of the
company with a target
|
Yes
|
|||||
Entering into
contractual agreements with a target to obtain control
|
No
|
|
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
|
file proxy materials with the SEC. |
|
offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and |
|
file tender offer documents with the SEC prior to consummating our initial business combination which will contain substantially the same financial and other information about the initial business |
|
combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and we will not be permitted to consummate our initial business combination until the expiration of the tender offer period. |
Redemptions in
Connection with our Initial Business Combination |
Redemptions if we fail to Consummate
our Initial Business Combination |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Calculation
of redemption price
|
Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote.
The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either
case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account (which is
initially anticipated to be $10.05 per share, whether or not the underwriters over-allotment option is exercised in full), including interest
less taxes payable, divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of
the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements)
agreed to in connection with the negotiation of terms of a proposed business combination.
|
If we
are unable to consummate our initial business combination within 18 (or 24 if extended) months from the closing of this offering, we will redeem all
public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated
to be $10.05 per share, whether or not the underwriters over-allotment option is exercised in full), including interest less taxes payable and
less up to $20,000of such net interest to pay dissolution expenses, divided by the number of then outstanding public shares.
|
||||||||
Impact to
remaining shareholders
|
The
redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the
burden of the deferred underwriting commissions and taxes payable.
|
The
redemption of our public shares if we fail to consummate our initial business combination will reduce the book value per share for the shares held by
our sponsor, who will be our only remaining shareholders after such redemptions.
|
Terms of Our Offering
|
Terms Under a Rule 419 Offering
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Escrow of
offering proceeds
|
$60,300,000 of the net offering proceeds, which includes the $3,200,000 net proceeds from the sale of the private units ($69,345,000,
including $3,537,500 net proceeds from the sale of the private units, if the underwriters over-allotment option is exercised in full), will be
deposited into a trust account in the United States at JPMorgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company acting
as trustee.
|
Approximately $52,245,000 of the offering proceeds, representing the gross proceeds of this offering, less allowable underwriting commissions,
expenses and company deductions under Rule 419 would be required to be deposited into either an escrow account with an insured depositary institution
or in a separate bank account established by a broker- dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in
the account.
|
||||||||
Investment
of net proceeds
|
$60,300,000 of the net offering proceeds, which includes the $3,200,000 net proceeds from the sale of the private units ($69,345,000,
including $3,537,500 net proceeds from the sale of the private units, if the underwriters over-allotment option is exercised in full) held in
trust will be invested only in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in money market funds meeting
certain conditions under Rule 2a-7 under the Investment Company Act and which invest solely in U.S. Treasuries.
|
Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in
securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
|
||||||||
Receipt of
interest on escrowed funds
|
Interest on proceeds from the trust account to be paid to shareholders is reduced by (i) any taxes paid or payable and then (ii) any interest,
that can be used for working capital purposes, and (iii) in the event of our liquidation for failure to consummate our initial business combination
within the allotted time, up to $20,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs
and expenses of our dissolution and liquidation.
|
Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were
released to us in connection with our consummation of a business combination.
|
||||||||
Limitation
on fair value or net assets of target business
|
Our
initial business combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80% of the value of
the trust account (excluding any taxes) at the time of the agreement to enter into such initial business combination.
|
The
fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
|
Terms of Our Offering
|
Terms Under a Rule 419 Offering
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Trading of
securities issued
|
The
units will begin trading on or promptly after the date of this prospectus. The ordinary shares, rights and warrants comprising the units will begin to
trade separately on the 90
th
day after the date of this prospectus unless EarlyBirdCapital informs us of its decision to allow earlier
separate trading (based upon its assessment of the relative strengths of the securities markets and small capitalization companies in general, and the
trading pattern of, and demand for, our securities in particular), provided we have filed with the SEC a Current Report on Form 8-K, which includes an
audited balance sheet reflecting our receipt of the proceeds of this offering.
|
No
trading of the units or the underlying ordinary shares, warrants or rights would be permitted until the completion of a business combination. During
this period, the securities would be held in the escrow or trust account.
|
||||||||
Exercise of
the warrants
|
The
warrants cannot be exercised until the completion of a business combination and, accordingly, will be exercised only after the trust account has been
terminated and distributed.
|
The
warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise
would be deposited in the escrow or trust account.
|
||||||||
Election to
remain an investor
|
We
will provide our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount
then on deposit in the trust account, including interest less taxes payable, upon the consummation of our initial business combination, subject to the
limitations described herein and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms
of a proposed business combination. If we seek shareholder approval, we will consummate our initial business combination only if a majority of the
outstanding ordinary shares voted are voted in favor of the business combination. Each public shareholder may elect to redeem their public shares
irrespective of whether they vote for or against the proposed transaction. In such case, we will, like many blank check companies, offer to redeem
shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.
|
A
prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be
given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the
effective date of a post-effective amendment to the companys registration statement, to decide if he, she or it elects to remain a shareholder of
the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45
th
business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a
sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none
of the securities are issued.
|
Terms of Our Offering
|
Terms Under a Rule 419 Offering
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Election to
remain an investor (continued)
|
If we
do not decide to hold a shareholder vote (so long as it is not required by the Companies Act or Nasdaq Capital Market), we will, pursuant to our
memorandum and articles of association, offer to redeem our public shares pursuant to the tender offer rules of the SEC and the terms of the proposed
business combination and file tender offer documents with the SEC which will contain substantially the same financial and other information about the
initial business combination and the redemption rights as is required under the SECs proxy rules.
|
|||||||||
Business
combination deadline
|
If we
are unable to complete our initial business combination by 18 (or 24 if extended) months from the closing of this offering, we will, as soon as
reasonably possible but not more than five business days thereafter, distribute the aggregate amount then on deposit in the trust account (less up to
$20,000of the net interest earned thereon to pay dissolution expenses), pro rata to our public shareholders by way of redemption and cease all
operations except for the purposes of winding up of our affairs. This redemption of public shareholders from the trust account shall be done
automatically by function of our memorandum and articles of association and prior to any voluntary winding up.
|
If an
acquisition has not been consummated within 18 months after the effective date of the companys registration statement, funds held in the trust or
escrow account are returned to investors.
|
||||||||
Release of
funds
|
Except for interest earned on the funds in the trust account that may be released to us to pay our tax obligations or that we may need for our
working capital requirements that may be released to us from the interest earned on the trust account balance, the proceeds held in the trust account
will not be released until the earlier of the completion of our initial business combination and the redemption of public shareholders upon failure to
effect our initial business combination within the allotted time.
|
The
proceeds held in the escrow account are not released until the earlier of the completion of a business combination and the failure to effect our
initial business combination within the allotted time.
|
Terms of Our Offering
|
Terms of Many Blank
Check Offerings |
Impact on Whether a
Particular Business Combination is Completed |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Requirement
to conduct a tender offer or hold a shareholder vote
|
We
will provide our shareholders with the opportunity to redeem their ordinary shares upon the consummation of our initial business combination on the
terms described in this prospectus. We intend to seek shareholder approval in connection with our initial business combination. In such case, we will
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of
proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC.
If shareholder approval is not required by the Companies Act or Nasdaq Capital Market in connection with our initial business combination, we may, for business or legal reasons, decide to conduct these redemptions pursuant to the tender offer rules without filing a proxy statement with the SEC and without conducting a shareholder vote to approve our initial business combination. |
Many
blank check companies are required to file a proxy statement with the SEC and hold a shareholder vote to approve their initial business combination
regardless of whether such a vote is required by law. These blank check companies may not consummate our initial business combination if the majority
of the companys public shares voted are voted against a proposed business combination.
|
Our
ability to consummate our initial business combination without conducting a shareholder vote in the event that a shareholder vote is not required by
law may increase the likelihood that we will be able to complete our initial business combination and decrease the ability of public shareholders to
affect whether or not a particular business combination is completed.
|
|||||||||||
Required
shareholder vote if we hold a shareholder vote
|
If we
seek shareholder approval in conjunction with the consummation of our initial business combination, a majority of all shares voted that are entitled to
vote are required to approve the business combination.
|
Many
blank check companies require that majority of the public shares that are voted and entitled to vote approve the business
combination.
|
Our
ability to consummate our initial business combination by allowing all of our shareholders to vote in connection with our business combination will
increase the likelihood that we will be able to complete our initial business combination.
|
Terms of Our Offering
|
Terms of Many Blank
Check Offerings |
Impact on Whether a
Particular Business Combination is Completed |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Requirement
to vote against a business combination in order to redeem
|
If we
seek shareholder approval in conjunction with the consummation of our initial business combination, each public shareholder may elect to redeem their
public shares irrespective of whether they vote for or against the proposed transaction.
|
Many
blank check companies require public shareholders to vote against the proposed business combination in order to redeem their shares.
|
The
ability of our public shareholders to vote in favor of a business combination and redeem their shares may increase the likelihood that we will be able
to complete our initial business combination and decrease the ability of public shareholders to affect whether or not a particular business combination
is completed.
|
|||||||||||
Limited
Redemption Rights of 15% Public Shareholders
|
If we
seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to
the tender offer rules, our memorandum and articles of association provides that a public shareholder, individually or together with any affiliate of
such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the
Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this
offering.
|
Many
blank check companies limit the redemption rights of 10% 20% public shareholders and limit the voting rights of such public
shareholders.
|
We
believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their
ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market
price or on other undesirable terms.
|
Terms of Our Offering
|
Terms of Many Blank
Check Offerings |
Impact on Whether a
Particular Business Combination is Completed |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Redemption
threshold
|
We do
not have a specified maximum redemption threshold apart from the limitation that we will not redeem our public shares in an amount that would cause our
net tangible assets to be less than $5,000,001. Furthermore, the redemption threshold may be further limited by the terms and conditions of our initial
business combination. In such case, we would not proceed with the redemption of our public shares and the related business combination, and instead may
search for an alternate business combination.
|
Many
blank check companies are not permitted to consummate our initial business combination if more than a specified percentage of the shares sold in such
companys initial public offering, which percentage threshold has typically been between 19.99% and 39.99%, elect to redeem or redeem their shares
in connection with the shareholder vote.
|
The
absence of a redemption threshold in our offering will make it easier for us to consummate our initial business combination even if a substantial
majority of our shareholders do not agree.
|
Name
|
Age
|
Position
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Emily
Chui-Hung Tong
|
60 |
Chairwoman
|
||||||||
Stephen N.
Cannon
|
46 |
President/CEO/Director
|
||||||||
Haibin Wang
|
48 |
Director nominee*
|
||||||||
Foelan Wong
|
44 |
Director nominee*
|
||||||||
Hai Wang
|
37 |
Director nominee*
|
||||||||
Jason Kon Man
Wong
|
50 |
Director nominee*
|
*
|
This individual has indicated his assent to occupy such position upon the effective date of the registration statement of which this prospectus forms part. |
Blank Check Company
|
Business Combination Facts
|
Role
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|
China Unistone
Acquisition Corp. (Went private in 2012 and has discontinued reporting)
|
Target: Yucheng Technologies
|
Mr.
Cannon provided advisory services during the acquisition process and prepared and presented a fairness opinion to the board of directors of China
Unistone Acquisition Corp.
|
||||||||
IPO: $20.7 million
|
(Closed Dec. 2006)
|
|
||||||||
Great Wall
Acquisition Corp. (Currently quoted on OTC markets and has discontinued reporting)
|
Target: ChinaCast Education
|
Mr.
Cannon provided advisory services during the acquisition process.
|
||||||||
IPO: $27.1
million
|
(Closed Dec. 2006)
|
|
||||||||
|
OTC:CEUC
|
|
||||||||
Hambrecht Asia
Acquisition Corp (Currently listed on Nasdaq under the symbol SGOC)
|
Target: SGOCO
|
Mr.
Cannon was a co-founder, initial CFO and director from the companys formation through its initial public offering, and thereafter served as vice
president of target acquisitions; identified the ultimate target and negotiated the successful acquisition transaction.
|
||||||||
IPO: $33.5
million
|
(Closed Apr. 2010)
|
|
||||||||
|
OTC:SGOC
|
|
||||||||
Jaguar
Acquisition Corp. (Registration of its securities revoked in 2014 pursuant to Section 12(j) of the Exchange Act)
|
Target: China CableCom Ltd.
|
Mr.
Cannon provided advisory services during the acquisition process.
|
||||||||
IPO: $24.0 million
|
(Closed April 2008)
|
|
Blank Check Company
|
Business Combination Facts
|
Role
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Ruslan
Acquisition Corp. (IPO not consummated)
|
N/A
|
Mr.
Cannon was a co-founder and CFO of Ruslan Acquisition Corp, a proposed Russia-focused SPAC that filed to do a $300 million IPO with Euronext
regulators. The committed underwriters of the offering, Credit Suisse & Morgan Stanley, postponed the offering as a result of the global financial
crisis late 2008.
|
||||||||
Proposed IPO: $300 million
|
|
|
||||||||
Shanghai
Century Acquisition Corp. (Liquidated due to lack of requisite shareholder vote for the initial business combination)
|
Target: Asia Leader Investments Limited
|
Mr.
Cannon was involved in the underwriting process and provided advisory services during the acquisition process.
|
||||||||
IPO: $115.0
million
|
(Voted down)
|
|
||||||||
|
AMEX:SHA
|
|
|
the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; |
|
pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
|
reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; |
|
setting clear hiring policies for employees or former employees of the independent auditors; |
|
setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
|
obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditors internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
|
reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
|
reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
|
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officers compensation, evaluating our Chief Executive Officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officers based on such evaluation in executive session at which the Chief Executive Officer is not present; |
|
reviewing and approving the compensation of all of our other executive officers; |
|
reviewing our executive compensation policies and plans; |
|
implementing and administering our incentive compensation equity-based remuneration plans; |
|
assisting management in complying with our proxy statement and annual report disclosure requirements; |
|
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
|
producing a report on executive compensation to be included in our annual proxy statement; and |
|
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
|
None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. |
|
In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
|
Our initial shareholders purchased founder shares prior to the date of this prospectus and our sponsors will purchase the insider units in a transaction that will close simultaneously with the closing of this offering. Our initial shareholders have agreed to waive their right to liquidating distributions with respect to its founder shares if we fail to consummate our initial business combination within 18 (or 24) months. However, if our initial shareholders acquire public shares in or after this offering, they will be entitled to receive liquidating distributions with respect to such public shares if we fail to consummate our initial business combination within the required time period. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the insider units will be used to fund the redemption of our public shares, and the insider units will expire worthless. On the date of this prospectus, the founder shares will be placed into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) one year after the date of the consummation of our initial business combination or (ii) the date on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and the remaining 50% of the founder shares will not be transferred, assigned, sold or released from escrow until one year after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, the insider units will not be transferable, assignable or salable by our initial shareholders until after the completion of our initial business combination. |
|
Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. |
Name
|
Entity
(Role) |
Industry
|
Pre-existing Fiduciary or
Contractual Obligations |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Emily
Chui-Hung Tong
|
Method Investments & Advisory, LLC (CEO/President)
|
U.S.
registered broker-dealer
|
Ms.
Tong, in her capacity with Method Investments & Advisory LLC, regularly develops, pursues or is presented with business investment and combination
opportunities regarding its general advisory business for its clients. Ms. Tong is required to present all business opportunities which are suitable
for Method Investments & Advisory LLC prior to presenting them to us.
Notwithstanding the above, Ms. Tong believes that Method Investments & Advisory LLC generally does not have clients that seek similar investments as us, and thus she believes there will be limited conflicts with our company. |
|||||||||||
Stephen N.
Cannon
|
RedBridge Group Ltd. (Partner/Head of China)
|
Dubai
merchant banking firm
|
Mr.
Cannon, in his capacity with RedBridge Group Ltd, regularly develops, pursues or is presented with investment opportunities in China for gulf-based
investors. Mr. Cannon is required to present all business opportunities which are suitable for RedBridge Group Ltd prior to presenting them to us.
However, Mr. Cannon believes that Redbridge Group Ltd generally works with clients seeking investments and not business combination opportunities, and thus he believes there will be limited conflicts with our company. |
Name
|
Entity
(Role) |
Industry
|
Pre-existing Fiduciary or
Contractual Obligations |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Ackrell & Co
(Sr. Advisor) |
U.S.
registered broker-dealer
|
Mr.
Cannon is required to present all business opportunities which are suitable for Ackrell& Co prior to presenting them to us. However, Mr. Cannon, in
his capacity with Ackrell& Co, does not encounter business combination opportunities suitable to us, as the firm focuses primarily on technology
companies located generally in Silicon Valley area of California. Therefore he does not believe there will be significant conflicts with
us.
|
|||||||||||
Haibin
Wang
|
Star
Group Investment Holdings Limited
(General Manager) |
Investment Company
|
Mr.
Wang is required to present all business opportunities which are suitable for Star Group Investment Holdings Limited prior to presenting them to us.
However, Star Group Investment Holdings Limited makes direct investments focused in the financial and mining sectors in China. In addition, the firm is
generally pursuing investments of less than $10 million in size, and thus significantly less than our company. Therefore, Mr. Wang believes he will be
able to minimize potential conflicts.
|
|||||||||||
Foelan
Wong
|
Great
Wall Pan Asia International Investment Company Limited
(Managing Director) |
Asset
Management Firm
|
Great
Wall Pan Asia International Investment Company Limited is one of the largest investment company in China and is engaged in wide variety of investments.
Mr. Wong has a pre-existing duty to present appropriate investments to Great Wall Pan Asia prior to presenting them to us. However, Mr. Wong believes
that his firm does not generally engage in business combinations in a similar manner as us, and believes he will be able to minimize any potential
conflict he encounters.
|
Name
|
Entity
(Role) |
Industry
|
Pre-existing Fiduciary or
Contractual Obligations |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Hai
Wang
|
Top
(HK) Investment & Development Ltd.
(Board member) |
Private Equity Fund
|
Mr.
Wang is required to present all business opportunities which are suitable for Top (HK) Investment & Development Ltd. prior to presenting them to
us. Top (HK) Investment & Development Ltd. manages a private equity fund focused on emerging market sectors involving online business, online video
and online gaming, green energy, and financial industry. In addition, the firm is generally pursuing investments of less than $20 million in size, and
thus significantly less than our company. Therefore, Mr. Wang believes he will be able to minimize potential conflicts.
|
|||||||||||
Jason Kon
Man Wong
|
Whiz
Partners Asia Ltd (Board member)
|
Investment Advisory Management
|
Mr.
Wong is required to present all business opportunities which are suitable for Whiz Partners Asia Ltd. (WPA) prior to presenting them to us.
WPA is an investment advisory company focused on assisting Japanese companies with expanding their business operation in Asia. Mr. Wong also act as an
investment committee member of Whiz Asia Evolution Fund (WAEF). The core business of WAEF is to invest into Asia companies and it is under
the management of Whiz Partners Inc. (WPI) of Japan and WPA. Therefore, Mr. Wong believes that his firms do not seek similar investments as
us, and thus he believes there will be limited conflicts with our company.
|
Name
|
Entity
(Role) |
Industry
|
Pre-existing Fiduciary or
Contractual Obligations |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
De
Tiger Capital Ltd
|
Hong
Kong SFC-Registered Investment Advisory Management
|
Mr.
Wong, in his capacity as a board director with De Tiger Capital Ltd (DTC), is regularly aware of and involved as DTC develops, pursues or
is presented with business investment and combination opportunities regarding its general advisory business for its clients. Mr. Wong is required to
consider all such business opportunities as exclusive to DTC until DTC determines otherwise, and only then may present them to us.
Notwithstanding the above, Mr. Wong believes that DTC generally does not have clients that seek similar investments as us, and thus he believes there will be limited conflicts with our company. |
|
each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; |
|
each of our officers, directors and director nominees that beneficially owns ordinary shares; and |
|
all our officers and directors as a group. |
Prior to Offering
|
After Offering
(2)
|
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Address of Beneficial Owner
(1)
|
Amount and
Nature of Beneficial Ownership |
Approximate
Percentage of Outstanding Shares of common stock (4) |
Amount and
Nature of Beneficial Ownership |
Approximate
Percentage of Outstanding Shares of common stock (5) |
|||||||||||||||
DeTiger
Holdings Limited
|
1,525,000 | 88.4 | % | 1,590,000 | 20.33 | % | |||||||||||||
Winnie Ng
|
1,525,000 | (3) | 88.4 | % | 1,590,000 | (3) | 20.33 | % | |||||||||||
Stephen N.
Cannon
|
50,000 | 2.90 | % | 50,000 | * | ||||||||||||||
Emily
Chui-Hung Tong
|
50,000 | 2.90 | % | 50,000 | * | ||||||||||||||
Jason Kon Man
Wong
|
25,000 | 1.45 | % | 25,000 | * | ||||||||||||||
Haibin Wang
|
25,000 | 1.45 | % | 25,000 | * | ||||||||||||||
Foelan Wong
|
25,000 | 1.45 | % | 25,000 | * | ||||||||||||||
Hai Wang
|
25,000 | 1.45 | % | 25,000 | * | ||||||||||||||
All directors
and executive officers as a group (6 individuals)
|
200,000 | 11.6 | % | 200,000 | 2.54 | % |
*
|
Less than one percent |
(1)
|
Unless otherwise indicated, the business address of each of the individuals is Room 1102, 11/F., Beautiful Group Tower, 77 Connaught Road Central, Hong Kong. |
(2)
|
Includes the 320,000 private units to be purchased by our sponsor and EarlyBirdCapital and/or their designees simultaneously with the consummation of this offering. Assumes no exercise of the over-allotment option and, therefore, the forfeiture of an aggregate of 225,000 ordinary shares held by our sponsor. |
(3)
|
Includes 1,525,000 shares held by DeTiger Holdings Limited prior to the offering and 1,590,000 shares held by DeTiger Holdings Limited after the offering. Ms. Winnie Lai Ling Ng is the sole director and 100% owner of DeTiger Holdings Limited and exercises voting and dispositive power over the shares held by such entity. |
(4)
|
Based on 1,725,000 ordinary shares immediately prior to this offering. |
(5)
|
Based on 7,820,000 ordinary shares immediately after this offering (assumes the over-allotment option has not been exercised and an aggregate of 225,000 founder shares have been forfeited by our sponsor). |
|
at any time while the warrants are exercisable, |
|
upon not less than 30 days prior written notice of redemption to each warrant holder, |
|
if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders, and |
|
if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
|
If we are unable to consummate our initial business combination within 18 (or 24 if extended) from the closing of this offering, we will, as promptly as reasonably possible but not more than five business days thereafter, distribute the aggregate amount then on deposit in the trust account (less up to $20,000 of the net interest earned thereon to pay dissolution expenses), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs. This redemption of public shareholders from the trust account shall be done automatically by function of our memorandum and articles of association and prior to commencing any voluntary liquidation; and |
|
except in connection with the consummation of our initial business combination, prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination; |
|
although we do not intend to enter into our initial business combination with a target business that is affiliated with our sponsor, our directors or officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA that such our initial business combination is fair to our shareholders from a financial point of view; and |
|
we will not effectuate our initial business combination with another blank check company or a similar company with nominal operations. |
|
consolidate and divide all or any of our unissued authorized shares into shares of larger or smaller amount than our existing shares; |
|
cancel any ordinary shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person; or |
|
create new classes of shares with preferences to be determined by resolution of the board of directors to amend the memorandum and articles of association to create new classes of shares with such preferences at the time of authorization, although any such new classes of shares, with the exception of the preferred shares, may only be created with prior shareholder approval. |
British Virgin Islands
|
Delaware
|
||||||
---|---|---|---|---|---|---|---|
Shareholder Meetings
|
|||||||
Held at a time and place as determined by the directors
May be held within or outside the British Virgin Islands Notice: Under our memorandum and articles of association, a copy of the notice of any meeting shall be given not fewer than ten (10) days before the date of the proposed meeting to those persons whose names appear in the register of members on the date the notice is given and are entitled to vote at the meeting. |
May be held at such time or place as designated in the charter or the by-laws, or if not so designated, as determined by the
board of directors
May be held within or without Delaware Notice: Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any |
||||||
Shareholders Voting Rights
|
|||||||
Any person authorized to vote may be represented at a meeting by a proxy who may speak and vote on behalf of the member
Quorum is fixed by our memorandum and articles of association, to consist of the holder or holders present in person or by proxy entitled to exercise at least 35 percent of the voting rights of the shares of each class or series of shares entitled to vote as a class or series thereon |
Any person authorized to vote may authorize another person or persons to act for him by proxy
For stock corporations, the charter or by-laws may specify the number to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares shall constitute a quorum |
British Virgin Islands
|
Delaware
|
|||||
---|---|---|---|---|---|---|
Under our
memorandum and articles of association, subject to any rights or restrictions attached to any shares, at any general meeting on a show of hands every
shareholder who is present in person (or, in the case of a shareholder being a corporation, by its duly authorized representative) or by proxy shall
have one vote and on a poll every shareholder present in person (or, in the case of a shareholder being a corporation, by its duly appointed
representative) or by proxy shall have one vote for each share which such shareholder is the holder. Voting at any meeting of the shareholders is by
show of hands unless a poll is demanded. A poll may be demanded by shareholders present in person or by proxy if the shareholder disputes the outcome
of the vote on a proposed resolution and the chairman shall cause a poll to be taken.
|
For
non-stock companies, the charter or by-laws may specify the number of shareholders to constitute a quorum. In the absence of this, one-third of the
shareholders shall constitute a quorum
|
|||||
Changes in the
rights attaching to shares as set forth in the memorandum and articles of association require approval of not less than 65% (or 50% if for the purposes
of approving, or in connection with, the consummation of our initial business combination) of our outstanding ordinary shares attending and voting on
such amendment prior to the consummation of our initial business combination and a majority of our outstanding ordinary shares attending and voting at
the general meeting following the consummation of our initial business combination, in the case of the ordinary shares, or 50% in the case of the
preferred shares of the votes of shareholders who being so entitled attend and vote at a meeting of such class, except, in each case, where a greater
majority is required under our memorandum and articles of association or the Companies Act, provided that that for these purposes the creation,
designation or issue of preferred shares with rights and privileges ranking in priority to an existing class of shares shall be deemed not to be a
variation of the rights of such existing class.
|
Except as provided in the charter documents, changes in the rights of shareholders as set forth in the charter documents require approval of a
majority of its shareholders
|
|||||
The memorandum
and articles of association do not provide for cumulative voting in the election of directors
|
The
memorandum and articles of association may provide for cumulative voting
|
|||||
If we decide to
seek shareholder approval in respect of the consummation of our initial business combination, such approval may be by a majority vote of shareholders
who being so entitled attend and vote at the general meeting
|
Approval of our initial business combination may be by a majority of outstanding shares if such transaction involves the merger of such
entity
|
British Virgin Islands
|
Delaware
|
||||||
---|---|---|---|---|---|---|---|
All other matters
to be decided upon by the shareholders require a majority vote of shareholders who being so entitled attend and vote at the general meeting, unless the
Companies Act requires a higher majority. Our memorandum and articles of association also may be amended by resolution of directors, including to
create the rights, preferences, designations and limitations attaching to any blank check preferred shares.
|
|
||||||
Directors
|
|||||||
Board must
consist of at least one director
|
Board
must consist of at least one member
|
||||||
Maximum and
minimum number of directors can be changed by an amendment to the articles of association, with such amendment being passed by a resolution of
shareholders or a resolution of directors
|
Number of board members shall be fixed by the by-laws, unless the charter fixes the number of directors, in which case a change in the number
shall be made only by amendment of the charter
|
||||||
Directors are
appointed for three year staggered terms by the shareholders (as described under Directors below). However, the directors may by resolution
appoint a replacement director to fill a casual vacancy arising on the resignation, disqualification or death of a director. The replacement director
will then hold office until the next annual general meeting at which the director he replaces would have been subject to retirement by
rotation.
|
|||||||
Directors do not
have to be independent
Under our memorandum and articles of association, a director may not be removed from office by a resolution of our shareholders prior to the consummation of our business combination. |
Directors do not have to be independent
|
||||||
Fiduciary Duties
|
|||||||
Directors and
officers owe fiduciary duties at both common law and under statute as follows:
|
Directors and officers must act in good faith, with the care of a prudent person, and in the best interest of the
corporation.
|
||||||
Duty to act honestly and in good faith in what the directors believe to be in the best interests of the company; |
Directors and officers must refrain from self-dealing, usurping corporate opportunities and receiving improper personal benefits. |
||||||
Duty to exercise powers for a proper purpose and directors shall not act, or agree to act, in a matter that contravenes the Companies Act or the memorandum and articles of association; |
Decisions made by directors and officers on an informed basis, in good faith and in the honest belief that the action was taken in the best interest of the corporation will be protected by the business judgment rule. |
British Virgin Islands
|
Delaware
|
|||||
---|---|---|---|---|---|---|
Duty to exercise
the care, diligence and skill that a reasonable director would exercise in the circumstances taking into account, without limitation:
|
||||||
(a) the nature of the company; (b) the nature of the decision; and (c) the position of the director and the nature of the responsibilities undertaken by him. |
|
|||||
The Companies Act
provides that, a director of a company shall, immediately after becoming aware of the fact that he is interested in a transaction entered into, or to
be entered into, by the company, disclose the interest to the board of the company. However, the failure of a director to disclose that interest does
not affect the validity of a transaction entered into by the director or the company, so long as the transaction was not required to be disclosed
because the transaction is between the company and the director himself and is in the ordinary course of business and on usual terms and conditions.
Additionally, the failure of a director to disclose an interest does not affect the validity of the transaction entered into by the company if (a) the
material facts of the interest of the director in the transaction are known by the shareholders and the transaction is approved or ratified by a
resolution of shareholders entitled to vote at a meeting of shareholders or (b) the company received fair value for the transaction.
|
Directors may vote on a matter in which they have an interest so long as the director has disclosed any interests in the
transaction.
|
|||||
Pursuant to the
Companies Act, the companys memorandum and articles of association, so long as a director has disclosed any interests in a transaction entered
into or to be entered into by the company to the board he/she may:
|
|
|||||
vote on a matter relating to the transaction; |
||||||
attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and |
|
|||||
sign a document on behalf of the company, or do any other thing in his capacity as a director, that relates to the transaction. |
|
British Virgin Islands
|
Delaware
|
||||||
---|---|---|---|---|---|---|---|
Shareholders Derivative Actions
|
|||||||
Generally
speaking, the company is the proper plaintiff in any action. A shareholder may, with the permission of the British Virgin Islands Court, bring an
action or intervene in a matter in the name of the company, in certain circumstances. Such actions are known as derivative actions. The British Virgin
Islands Court may only grant permission to bring a derivative action where the following circumstances apply:
|
In
any derivative suit instituted by a shareholder of a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the
corporation at the time of the transaction of which he complains or that such shareholders stock thereafter devolved upon such shareholder by
operation of law.
|
||||||
the company does not intend to bring, diligently continue or defend or discontinue the proceedings; and |
Complaint shall set forth with particularity the efforts of the plaintiff to obtain the action by the board or the reasons for not making such effort. |
||||||
it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the determination of the shareholders as a whole. |
Such action shall not be dismissed or compromised without the approval of the Chancery Court. |
||||||
When considering
whether to grant leave, the British Virgin Islands Court is also required to have regard to the following matters:
|
|||||||
whether the shareholder is acting in good faith; whether a derivative action is in the interests of the company, taking into account the directors views on commercial matters; whether the action is likely to succeed; the costs of the proceedings in relation to the relief likely to be obtained; and whether another alternative remedy to the derivative action is available. |
If we were a Delaware corporation, a shareholder whose shares were canceled in connection with our dissolution, would not be able to bring a derivative action against us after the ordinary shares have been canceled. |
(a)
|
vote on a matter relating to the transaction; |
(b)
|
attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and |
(c)
|
sign a document on behalf of the company, or do any other thing in his capacity as a director, that relates to the transaction. |
|
the company does not intend to bring, diligently continue or defend or discontinue proceedings; and |
|
it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the determination of the shareholders as a whole. |
|
When considering whether to grant leave, the British Virgin Islands Court is also required to have regard to the following matters: |
|
whether the shareholder is acting in good faith; |
|
whether a derivative action is in the companys best interests, taking into account the directors views on commercial matters; |
|
whether the action is likely to proceed; |
|
the costs of the proceedings; and |
|
whether an alternative remedy is available. |
|
a company is acting or proposing to act illegally or beyond the scope of its authority; |
|
the act complained of, although not beyond the scope of the authority, could only be effected if duly authorized by more than the number of votes which have actually been obtained; |
|
the individual rights of the plaintiff shareholder have been infringed or are about to be infringed; or |
|
those who control the company are perpetrating a fraud on the minority. |
(a)
|
the memorandum and articles; |
(b)
|
the register of members; |
(c)
|
the register of directors; and |
(d)
|
the minutes of meetings and resolutions of members and of those classes of members of which he is a member; and to make copies of or take extracts from the documents and records referred to in (a) to (d) above. |
|
1% of the total number of ordinary shares then outstanding, which will equal 78,500 shares immediately after this offering (or 90,133 if the underwriters exercise their over-allotment option); or |
|
the average weekly reported trading volume of the ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
|
the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
|
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
|
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
|
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
|
an individual citizen or resident of the United States; |
|
a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; |
|
an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
|
a trust if (i) a U.S. court can exercise primary supervision over the trusts administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. |
|
financial institutions or financial services entities; |
|
broker-dealers; |
|
taxpayers that are subject to the mark-to-market accounting rules under Section 475 of the Code; |
|
tax-exempt entities; |
|
governments or agencies or instrumentalities thereof; |
|
insurance companies; |
|
regulated investment companies; |
|
real estate investment trusts; |
|
expatriates or former long-term residents of the United States; |
|
persons that actually or constructively own 5 percent or more of our voting shares; |
|
persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation; |
|
persons that hold our securities as part of a straddle, constructive sale, hedging, redemption or other integrated transaction; or |
|
persons whose functional currency is not the U.S. dollar. |
|
any gain recognized by the U.S. Holder on the sale or other disposition of its ordinary shares, rights or warrant; and |
|
any excess distribution made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holders holding period for the ordinary shares). |
|
the U.S. Holders gain or excess distribution will be allocated ratably over the U.S. Holders holding period for the ordinary shares, rights or warrants; |
|
the amount allocated to the U.S. Holders taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holders holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income; |
|
the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
|
the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder. |
|
fails to provide an accurate taxpayer identification number; |
|
is notified by the IRS that backup withholding is required; or |
|
fails to comply with applicable certification requirements. |
|
political and economic stability; |
|
an effective and sophisticated judicial system with a dedicated Commercial Court; |
|
tax neutral treatment, with no tax levied against companies incorporated in the British Virgin Islands by the local tax authorities; |
|
the absence of exchange control or currency restrictions; and |
|
the availability of professional and support services. |
|
In addition to the benefits listed above, incorporation in the British Virgin Islands offers investors the following benefits: |
|
commitment of the British Virgin Islands to implement best international practice and to comply with the requirements of the Organization of Economic Cooperation and Development (OECD) and the Financial Action Taskforce (FATF); |
|
the adoption of the English law concept of corporate separateness to mitigate the risk of the assets of a shareholder being used to satisfy the liabilities of the company; and |
|
confidentiality for shareholders. |
|
However, there are certain disadvantages accompanying incorporation in the British Virgin Islands. These disadvantages include: |
|
the British Virgin Islands has a less developed body of securities laws as compared to the United States and provides significantly less protection to investors; and |
|
British Virgin Islands companies may not have standing to sue before the federal courts of the United States. |
|
the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; |
|
is final and for a liquidated sum; |
|
the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company; |
|
in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court; |
|
recognition or enforcement of the judgment in the BVI would not be contrary to public policy; and |
|
the proceedings pursuant to which judgment was obtained were not contrary to natural justice. |
Underwriter
|
Number of
Units |
|||||
---|---|---|---|---|---|---|
EarlyBirdCapital, Inc.
|
||||||
Total
|
6,000,000 |
|
the history of other similarly structured blank check companies; |
|
prior offerings of those companies; |
|
our prospects for acquiring an operating business at attractive values; |
|
our capital structure; |
|
securities exchange listing requirements; |
|
market demand; |
|
expected liquidity of our securities; and |
|
general conditions of the securities markets at the time of the offering. |
Per Unit
|
Without
Over-allotment |
With
Over-allotment |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Public
offering price
|
$ | 10.00 | $ | 60,000,000 | $ | 69,000,000 | ||||||||
Discount
|
$ | 0.325 | $ | 1,950,000 | $ | 2,242,500 | ||||||||
Proceeds
before expenses
(1)
|
$ | 9.675 | $ | 58,050,000 | $ | 66,757,500 |
(1)
|
The offering expenses are estimated at $400,000. |
|
Stabilizing Transactions. The underwriters may make bids or purchases solely for the purpose of preventing or retarding a decline in the price of our units, as long as stabilizing bids do not exceed the offering price of $10.00 and the underwriters comply with all other applicable rules. |
|
Over-Allotments and Syndicate Coverage Transactions. The underwriters may create a short position in our units by selling more of our units than are set forth on the cover page of this prospectus up to the amount of the over-allotment option. This is known as a covered short position. The underwriters may also create a short position in our units by selling more of our units than are set forth on the cover page of this prospectus and the units allowed by the over-allotment option. This is known as a naked short position. If the underwriters create a short position during the offering, the representative may engage in syndicate covering transactions by purchasing our units in the open market. The representative may also elect to reduce any short position by exercising all or part of the over- |
|
allotment option. Determining what method to use in reducing the short position depends on how the units trade in the aftermarket following the offering. If the unit price drops following the offering, the short position is usually covered with shares purchased by the underwriters in the aftermarket. However, the underwriters may cover a short position by exercising the over-allotment option even if the unit price drops following the offering. If the unit price rises after the offering, then the over-allotment option is used to cover the short position. If the short position is more than the over-allotment option, the naked short must be covered by purchases in the aftermarket, which could be at prices above the offering price. |
|
Penalty Bids. The representative may reclaim a selling concession from a syndicate member when the units originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. |
|
the purchaser is entitled under applicable provincial securities laws to purchase our securities without the benefit of a prospectus qualified under those securities laws; |
|
where required by law, that the purchaser is purchasing as principal and not as agent; |
|
the purchaser has reviewed the text above under Resale Restrictions; and |
|
the purchaser acknowledges and consents to the provision of specified information concerning its purchase of our securities to the regulatory authority that by law is entitled to collect the information. |
Page
|
||||||
---|---|---|---|---|---|---|
F-2
|
||||||
F-3
|
||||||
F-4
|
||||||
F-5
|
||||||
F-6
|
||||||
F-7
|
ASSETS
|
||||||
Current
Asset
|
||||||
Cash
|
$ | 74,914 | ||||
Prepaid
assets
|
25 | |||||
Deferred
offering costs associated with proposed public offering
|
77,616 | |||||
Total
Assets
|
$ | 152,555 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY
|
||||||
Current
Liabilities
|
||||||
Accrued
expenses
|
$ | 7,951 | ||||
Amount due to
Sponsor
|
125,000 | |||||
Total
Liabilities
|
132,951 | |||||
Commitments and Contingencies
|
||||||
Shareholders Equity
|
||||||
Preferred
shares, no par value, unlimited shares authorized; none issued
|
| |||||
Ordinary
shares, no par value, unlimited shares authorized; 1,725,000 shares issued and outstanding
|
25,000 | |||||
Accumulated
deficit
|
(5,396 | ) | ||||
Total
Shareholders Equity
|
19,604 | |||||
Total
Liabilities and Shareholders Equity
|
$ | 152,555 |
Formation
costs
|
$ | (2,128 | ) | |||
General and
administrative expenses
|
(3,268 | ) | ||||
Net
loss
|
$ | (5,396 | ) | |||
Basic and
diluted weighted average shares outstanding
|
49,593 | |||||
Basic and
diluted net loss per share
|
$ | (0.11 | ) |
Ordinary Shares
|
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shares
|
Amount
|
Accumulated
Deficit During the Development Stage |
Shareholders
Equity |
|||||||||||||||
Ordinary
shares issued
|
1,725,000 | $ | 25,000 | $ | | $ | 25,000 | |||||||||||
Net loss
|
| | (5,396 | ) | $ | (5,396 | ) | |||||||||||
Balance as of
June 10, 2014
|
1,725,000 | $ | 25,000 | $ | (5,396 | ) | $ | 19,604 |
Operating
Activities
|
||||||
Net Loss
|
$ | (5,396 | ) | |||
Changes in
current assets and current liabilities
|
||||||
Change in
prepaid assets
|
(25 | ) | ||||
Net cash used
in operating activities
|
(5,421 | ) | ||||
Financing
Activities
|
||||||
Proceeds from
sale of ordinary shares to initial shareholders
|
1,450 | |||||
Proceeds from
Sponsor
|
148,550 | |||||
Payment of
deferred offering costs
|
(69,665 | ) | ||||
Net cash
provided by financing activities
|
80,335 | |||||
Net
increase in cash and cash equivalents
|
74,914 | |||||
Cash and cash
equivalents, beginning
|
| |||||
Cash and cash
equivalents, ending
|
$ | 74,914 | ||||
Supplemental schedule of non-cash financing activities:
|
||||||
Increase in
accrued expenses for deferred offering costs
|
$ | 7,951 | ||||
Ordinary
shares issued for repayment of payable to Sponsor
|
$ | 23,550 |
|
If the Company holds a shareholder vote to approve an initial business combination, any Public Shareholder seeking redemption will have his or her Unit redeemed for a full pro rata portion of the Trust Account (initially expected to be $10.05 per Unit) net of (i) taxes payable and (ii) interest income earned on the Trust Account previously released to the Company for working capital requirements. |
|
If the Company commences a tender offer in connection with an initial business combination, Public Shareholders seeking redemption will have his or her Units redeemed for a pro rata portion of the Trust Account (initially expected to be $10.05 per Unit) net of (i) taxes payable and (ii) interest income earned on the Trust Account previously released to the Company for working capital requirements. |
For the period
from April 8, 2014 (Date of Inception) to June 10, 2014 |
||||||
---|---|---|---|---|---|---|
Numerator:
|
||||||
Net loss
|
$ | (5,396 | ) | |||
Denominator:
|
||||||
Denominator
for basic earnings per share Weighted-average Ordinary Shares outstanding during the year
|
49,593 | |||||
Denominator
for diluted earnings per share
|
49,593 | |||||
Basic loss
per share
|
$ | (0.11 | ) | |||
Diluted loss
per share
|
$ | (0.11 | ) |
1.
|
Ordinary shares of no par value (Ordinary Shares); |
2.
|
Class A preferred shares of no par value (Class A Preferred Shares); |
3.
|
Class B preferred shares of no par value (Class B Preferred Shares); |
4.
|
Class C preferred shares of no par value (Class C Preferred Shares); |
5.
|
Class D preferred shares of no par value (Class D Preferred Shares); and |
6.
|
Class E preferred shares of no par value (Class E Preferred Shares and together with the Class A Preferred Shares, the Class B Preferred Shares, Class C Preferred Shares and the Class D Preferred Shares being referred to as the Preferred Shares). |
|
one year after the date of the consummation of an initial business combination; and |
|
the date on which the closing price of the Shares exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after an initial business combination. |
SEC
Registration Fees
|
$ | 8,887 | ||||
FINRA Filing
Fees
|
$ | 14,990 | ||||
Accounting
fees and expenses
|
$ | 30,000 | ||||
Printing and
engraving expenses
|
$ | 45,000 | ||||
Nasdaq Capital
Market expenses
|
$ | 50,000 | ||||
D&O
insurance
|
$ | 75,000 | ||||
Legal fees and
expenses
|
$ | 170,000 | ||||
Miscellaneous
(1)
|
$ | 6,123 | ||||
Total
|
$ | 400,000 |
(1)
|
This amount represents additional expenses that may be incurred by the Company in connection with the offering over and above those specifically listed above, including distribution and mailing costs. |
(a)
|
The following exhibits are filed as part of this Registration Statement: |
Exhibit No.
|
Description
|
|||||
---|---|---|---|---|---|---|
1.1 |
Form
of Underwriting Agreement***
|
|||||
1.2 |
Letter Agreement between the Registrant and EarlyBirdCapital***
|
|||||
3.1 |
Memorandum and articles of association***
|
|||||
3.2 |
Amended and Restated Memorandum and Articles of Association***
|
|||||
4.1 |
Specimen Unit Certificate***
|
|||||
4.2 |
Specimen Ordinary Shares Certificate***
|
|||||
4.3 |
Specimen Right Certificate***
|
|||||
4.4 |
Specimen Warrant Certificate***
|
|||||
4.5 |
Form
of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.***
|
|||||
4.6 |
Form
of Unit Purchase Option between the Registrant and EarlyBirdCapital, Inc.***
|
|||||
5.1 |
Opinion of Ogier **
|
|||||
5.2 |
Opinion of Ellenoff Grossman & Schole LLP **
|
|||||
10.1 |
Form
of Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and each of the sponsor, directors and officers of the
Registrant.***
|
|||||
10.2 |
Form
of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant***
|
|||||
10.3 |
Form
of Letter Agreement between DeTiger Holdings Limited, our sponsor, and the Registrant regarding administrative support***
|
|||||
10.4 |
Form
of Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Initial Stockholders.***
|
|||||
10.5 |
Securities Purchase Agreement between the Company and Emily Chui-Hung Tong.***
|
|||||
10.6 |
Securities Purchase Agreement between the Company and Stephen N. Cannon***
|
|||||
10.7 |
Securities Purchase Agreement between the Company and DeTiger Holdings Limited***
|
|||||
10.8 |
Unit
Purchase Agreement between the Registrant and sponsor***
|
|||||
10.9 |
Unit
Purchase Agreement between the Registrant and EarlyBirdCapital***
|
|||||
10.10 |
Form
of Registration Rights Agreement between the Registrant and securityholders.***
|
|||||
10.11 |
Form
of Indemnity Agreement*
|
|||||
10.12 |
Form
of Right Agreement***
|
|||||
14 |
Form
of Code of Ethics*
|
|||||
23.1 |
Consent of UHY LLP*
|
|||||
23.2 |
Consent of Ogier (included in Exhibit 5.1) **
|
|||||
23.3 |
Consent of Ellenoff Grossman & Schole LLP (included on Exhibit 5.2) **
|
|||||
24 |
Power
of Attorney (included in signature page)
|
|||||
99.1 |
Audit
Committee Charter*
|
|||||
99.2 |
Compensation Committee Charter*
|
|||||
99.3 |
Consent of Haibin Wang***
|
|||||
99.4 |
Consent of Foelan Wong*
|
|||||
99.5 |
Consent of Hai Wang*
|
|||||
99.6 |
Consent of Jason Kon Man Wong*
|
*
|
Filed herewith |
**
|
To be filed by amendment |
***
|
Previously filed. |
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; |
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2)
|
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4)
|
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(5)
|
For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule |
|
430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(6)
|
For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant; |
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
|
DT
ASIA INVESTMENTS LIMITED
|
|||||||||
|
|
|
||||||||
|
By:
|
/s/ Stephen N. Cannon
|
||||||||
|
Name:
|
Stephen N. Cannon
|
||||||||
|
Title:
|
Chief
Executive Officer
|
Name
|
Position
|
Date
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Stephen N.
Cannon
|
Chief
Executive Officer, President and Director
(Principal executive officer and principal financial officer) |
September 11, 2014
|
||||||||
|
|
|
||||||||
Emily
Chui-Hung Tong
|
Chairman of the Board
|
September 11, 2014
|
Exhibit 10.11
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT (this “ Agreement ”) is made as of [ ], 2014, by and between DT ASIA INVESTMENTS LIMITED., a British Virgin Islands business company organized with limited liability (the “ Company ”), and _____________ (“ Indemnitee ”).
RECITALS
WHEREAS , highly competent persons have become more reluctant to serve publicly-held corporations as officers and/or directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations; and
WHEREAS , the Board of Directors of the Company (the “ Board ”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among publicly traded corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Memorandum and Articles of Association (as amended, the “ Articles of Association ”) of the Company provide that the Company may indemnify the directors, officers, key employees and advisers of the Company, in accordance with the BVI Business Companies Act 2004 (“ Companies Law ”). Accordingly, the Articles of Association and the Companies Law permit contracts to be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights; and
WHEREAS , the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons; and
- 1 - |
WHEREAS , the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s shareholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future; and
WHEREAS , it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities; and
WHEREAS , this Agreement is a supplement to and in furtherance of the Articles of Association and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS , Indemnitee may not be willing to serve as an officer and/or director or in another capacity without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified.
NOW, THEREFORE , in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2014 between the Company and the Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
TERMS AND CONDITIONS
1. SERVICES TO THE COMPANY . Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders his resignation.
2. DEFINITIONS . As used in this Agreement:
2.1. References to “ agent ” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, advisor, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.
- 2 - |
2.2. The terms “ Beneficial Owner ” and “ Beneficial Ownership ” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.
2.3. A “ Change in Control ” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:
2.3.1. Acquisition of Stock by Third Party . Any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under any other part of this definition;
2.3.2. Change in Board of Directors . Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “ Continuing Directors ”), cease for any reason to constitute at least a majority of the members of the Board;
2.3.3. Corporate Transactions . The effective date of an acquisition, share exchange, share reconstruction and amalgamation or contractual control arrangement with the Company (a “ Business Combination ”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
- 3 - |
2.3.4. Liquidation . The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or
2.3.5. Other Events . There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.
2.4. “ BVI Court ” means the High Court of the British Virgin Islands.
2.5. “ Corporate Status ” describes the status of a person who is or was a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the Company.
2.6. “ Disinterested Director ” means a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.
2.7. “ Enterprise ” means the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.
2.8. “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.
- 4 - |
2.9. “ Expenses ” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses, in each case reasonably incurred in connection with, or as a result of, prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a deponent or a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
2.10. “ Independent Counsel ” shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
2.11. References to “ fines ” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.
2.12. “ New York Court ” shall mean the courts of the State of New York or the United States District Court for the Southern District of the State of New York.
- 5 - |
2.13. The term “ Person ” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company.
2.14. The term “ Proceeding ” shall include any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, legislative or investigative nature (whether formal or informal), including any appeal therefrom, in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by him or of any action (or failure to act) on his part while acting as a director or officer of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee, advisor, or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement.
2.15. The term “ Registration Statement ” shall mean the Company’s initial registration statement, as amended, on Form S-1, No. 333-197187 for its initial public offering of securities.
2.16. The term “ Subsidiary ,” with respect to any Person, shall mean any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.
2.17. The term “ Trust Account ” shall mean the gross proceeds of the initial public offering of securities pursuant to the Registration Statement and sale of units by the Company deposited into a trust account for the benefit of the Company and the holders of the Company’s ordinary shares, no par value.
- 6 - |
3. INDEMNITY IN THIRD-PARTY PROCEEDINGS . To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) (collectively, “ Losses ”) actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his conduct was unlawful.
4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY . To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Losses actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Losses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the BVI Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.
5. INDEMNIFICATION FOR A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL . Notwithstanding any other provisions of this Agreement except for Section 27, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Losses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Losses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Losses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was not successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
- 7 - |
6. INDEMNIFICATION FOR EXPENSES OF A WITNESS . Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of his Corporate Status, a witness or otherwise asked to participate in any Proceeding to which Indemnitee is not a party, he shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.
7. ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS . Notwithstanding any limitation in Sections 3, 4, or 5, except for the Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Losses actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding.
8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY .
8.1. To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Losses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.
8.2. Without the prior written consent of the Indemnitee, the Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.
8.3. The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.
- 8 - |
9. EXCLUSIONS . Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, hold harmless or exoneration payment in connection with any claim made against Indemnitee:
(a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity provision or otherwise;
(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or
(c) except as otherwise provided in Sections 14.5 and 14.6 hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law.
10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM .
10.1. Notwithstanding any provision of this Agreement to the contrary, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of the Indemnitee, to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles of Association, applicable law or otherwise. This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9.
10.2. The Company will be entitled to participate in the Proceeding at its own expense.
10.3. The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on the Indemnitee without the Indemnitee’s prior written consent.
- 9 - |
11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION .
11.1. Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement, or otherwise and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement.
11.2. Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined according to Section 12.1 of this Agreement.
12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION .
12.1. A determination, if required by applicable law and/or the Articles of Association, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (ii) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Losses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.
- 10 - |
12.2. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof, the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11.1 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the BVI Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the BVI Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
12.3. The Company agrees to pay the reasonable fees and Losses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS .
13.1. In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11.2 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
- 11 - |
13.2. If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.
13.3. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.
13.4. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director. The provisions of this Section 13.4 shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.
13.5. The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
- 12 - |
14. REMEDIES OF INDEMNITEE .
14.1. In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12.1 of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 12.1 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the New York Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of the Companies Law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
14.2. In the event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
14.3. If a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
- 13 - |
14.4. The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
14.5. The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee (i) to enforce his rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Articles of Association now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).
14.6. Interest shall be paid by the Company to Indemnitee at the rate of five per cent per annum for amounts which the Company indemnifies, holds harmless or exonerates, or is obliged to indemnify, hold harmless or exonerate for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Losses and ending with the date on which such payment is made to Indemnitee by the Company.
15. SECURITY . Notwithstanding anything herein to the contrary, to the extent requested by the Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to the Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to the Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.
- 14 - |
16. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION; CONDITION PRECEDENT AND WAIVER .
16.1. The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Articles of Association, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or the Articles of Association or of any provision hereof or thereof shall limit or restrict any right of Indemnitee under this Agreement or the Articles of Association in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Articles of Association or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
16.2. The Companies Law and the Articles of Association permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“ Indemnification Arrangements ”) on behalf of Indemnitee against any liability asserted against him or incurred by or on behalf of him or in such capacity as a director, officer, employee or agent of the Company, or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of this Agreement or under the Companies Law, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of the Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and the Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.
16.3. To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
- 15 - |
16.4. In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
16.5. The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of Expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.
16.6. Notwithstanding any provision in this Agreement, the Company shall become obligated to indemnify, hold harmless and exonerate Indemnitee in accordance with the terms of this Agreement only to the extent there are funds available outside the Trust Account to the Company for such purposes as described in the Registration Statement. If no funds are available outside the Trust Account for such purposes, then the Company shall not be obligated to indemnify, hold harmless and exonerate Indemnitee unless and until a Business Combination is consummated. Indemnitee agrees that he has no right of set-off or any other right, title, interest or claim of any kind in, or to any distribution of, the Trust Account and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Losses against the Trust Account for any reason whatsoever and hereby waives any and all rights to seek access to the Trust Account.
17. DURATION OF AGREEMENT . All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his Corporate Status, whether or not he is acting in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement.
- 16 - |
18. SEVERABILITY . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
19. ENFORCEMENT AND BINDING EFFECT .
19.1. The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.
19.2. Without limiting any of the rights of Indemnitee under the Articles of Association of the Company as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.
19.3. The indemnification, hold harmless, exoneration and advancement of Expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
19.4. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.
- 17 - |
19.5. The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled. The Company and Indemnitee further agree that Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a Court of competent jurisdiction and the Company hereby waives any such requirement of such a bond or undertaking.
20. MODIFICATION AND WAIVER . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.
21. NOTICES . All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed, or (iii) sent by facsimile transmission, without receipt of confirmation that such transmission has been received:
(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.
(b) If to the Company, to:
DT Asia Investments Limited
Room 1102, 11/F.,
Beautiful Group Tower,
77 Connaught Road Central,
Hong Kong
Attn: Stephen N. Cannon, Chief Executive Officer
or to any other address or number as may have been furnished to Indemnitee in writing by the Company.
- 18 - |
22. APPLICABLE LAW AND CONSENT TO JURISDICTION . This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the British Virgin Islands, without giving effect to the conflict of law principles thereof. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the New York Court; (b) consent to submit to the jurisdiction of the New York Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the New York Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the New York Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
23. IDENTICAL COUNTERPARTS . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
24. MISCELLANEOUS . Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
25. PERIOD OF LIMITATIONS . No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.
26. ADDITIONAL ACTS . If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.
27. WAIVER OF CLAIMS TO TRUST ACCOUNT.
Notwithstanding anything contained herein to the contrary, Indemnitee hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the Trust Account, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against such Trust Account for any reason whatsoever. Accordingly, Indemnitee acknowledges and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummates an initial business combination.
[SIGNATURE PAGE FOLLOWS]
- 19 - |
IN WITNESS WHEREOF , the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.
DT Asia Investments Limited | ||
By: | ||
Stephen N. Cannon | ||
Chief Executive Officer | ||
INDEMNITEE | ||
Name: | Stephen N. Cannon | |
Address: | ||
INDEMNITEE | ||
Name: | Emily Chui-Hung Tong | |
Address: | ||
- 20 - |
INDEMNITEE | ||
Name: | Haibin Wang | |
Address: | ||
INDEMNITEE | ||
Name: | Hai Wang | |
Address: | ||
INDEMNITEE | ||
Name: | Foelan Wong | |
Address: | ||
- 21 - |
INDEMNITEE | ||
Name: | Jason Kon Man Wong | |
Address: | ||
- 22 -
Exhibit 14
CODE OF ETHICS
OF
DT ASIA INVESTMENTS LIMITED
1. Introduction
The Board of Directors (the “ Board ”) of DT Asia Investments Limited (the “ Company ”) has adopted this code of ethics (this “ Code ”), as amended from time by the Board and which is applicable to all directors, officers and employees of, and consultants and advisors to, the Company (as defined below), to:
· | promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
· | promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “ SEC ”), as well as in other public communications made by or on behalf of the Company; |
· | promote compliance with applicable governmental laws, rules and regulations; |
· | deter wrongdoing; and |
· | require prompt internal reporting of breaches of, and accountability for adherence to, this Code. |
This Code may be amended or modified by the Board. In this Code, references to the “ Company ” means DT Asia Investments Limited and, in appropriate context, the Company’s subsidiaries, if any.
2. Honest, Ethical and Fair Conduct
Each person owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty and subordination of principle are inconsistent with integrity. Service to the Company should never be subordinated to personal gain and advantage.
Each person must:
· | Act with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information where required or when in the Company’s interests; |
· | Observe all applicable governmental laws, rules and regulations; |
· | Comply with the requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain a high standard of accuracy and completeness in the Company’s financial records and other business-related information and data; |
· | Adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical business practices; |
· | Deal fairly with the Company’s customers, suppliers, competitors and employees; |
· | Refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice; |
· | Protect the assets of the Company and ensure their proper use; |
1 |
· | Until the earliest of (i) the Company’s initial business combination (as such is defined in the Company’s initial registration statement filed with the SEC), (ii) liquidation, or (iii) such time as such person ceases to be an officer or director of the Company, to first present to the Company for its consideration, prior to presentation to any other entity, any business opportunity with a value of $32 million or more, subject to any pre-existing fiduciary or contractual obligations such officer may have; and |
· | Avoid conflicts of interest, wherever possible, except as may be allowed under guidelines or resolutions approved by the Board (or the appropriate committee of the Board) or as disclosed in the Company’s public filings with the SEC. Anything that would be a conflict for a person subject to this Code also will be a conflict for a member of his or her immediate family or any other close relative. Examples of conflict of interest situations include, but are not limited to, the following: |
· | any significant ownership interest in any supplier or customer; |
· | any consulting or employment relationship with any supplier or customer; |
· | the receipt of any money, non-nominal gifts or excessive entertainment from any entity with which the Company has current or prospective business dealings; |
· | selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell; |
· | any other financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the Company; and |
· | any other circumstance, event, relationship or situation in which the personal interest of a person subject to this Code interferes — or even appears to interfere — with the interests of the Company as a whole. |
3. Disclosure
The Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with the SEC and other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each person must:
· | not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent registered public accountants, governmental regulators, self-regulating organizations and other governmental officials, as appropriate; and |
· | in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness. |
In addition to the foregoing, the Chief Executive Officer and Chief Financial Officer of the Company and each subsidiary of the Company (or persons performing similar functions), and each other person that typically is involved in the financial reporting of the Company must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.
Each person must promptly bring to the attention of the Chairman of the Board any information he or she may have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure controls that could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.
2 |
4. Compliance
It is the Company’s obligation and policy to comply with all applicable governmental laws, rules and regulations. All directors, officers and employees of the Company are expected to understand, respect and comply with all of the laws, regulations, policies and procedures that apply to them in their positions with the Company. Employees are responsible for talking to their supervisors to determine which laws, regulations and Company policies apply to their position and what training is necessary to understand and comply with them.
Directors, officers and employees are directed to specific policies and procedures available to persons they supervise.
5. Reporting and Accountability
The Board is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any person who becomes aware of any existing or potential breach of this Code is required to notify the Chairman of the Board promptly. Failure to do so is, in and of itself, a breach of this Code.
Specifically, each person must:
· | Notify the Chairman of the Board promptly of any existing or potential violation of this Code. |
· | Not retaliate against any other person for reports of potential violations that are made in good faith. |
The Company will follow the following procedures in investigating and enforcing this Code and in reporting on the Code:
· | The Board will take all appropriate action to investigate any breaches reported to it. |
· | Upon determination by the Board that a breach has occurred, the Board (by majority decision) will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Company’s General Counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities. |
No person following the above procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion suspension, threat, harassment or, in any manner, discrimination against such person in terms and conditions of employment.
6. Waivers and Amendments
Any waiver (defined below) or an implicit waiver (defined below) from a provision of this Code for the principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions or any amendment (as defined below) to this Code is required to be disclosed in a current report on Form 8-K filed with the SEC. In lieu of filing a current report on Form 8-K to report any such waivers or amendments, the Company may provide such information on a website, in the event that it establishes one in the future, and if it keeps such information on the website for at least 12 months and discloses the website address as well as any intention to provide such disclosures in this manner in its most recently filed Annual Report on Form 10-K.
A “ waiver ” means the approval by the Company’s Board of a material departure from a provision of the Code. An “implicit waiver” means the Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of the Company. An “ amendment ” means any amendment to this Code other than minor technical, administrative or other non-substantive amendments hereto.
All persons should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code. The Company expects full compliance with this Code.
3 |
7. Corporate Opportunity
Directors, officers and employees are prohibited from (a) taking for themselves personally opportunities that properly belong to the Company or are discovered through the use of corporate property, information or position; (b) using corporate property, information or position for personal gain; and (c) subject to pre-existing fiduciary obligations, competing with the Company; provided, however, such prohibition will not extend to potential corporate opportunities reviewed by, and rejected as unsuitable for the Company by, the independent or disinterested members of the Board. Directors, officers and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
8. Insider Information and Securities Trading
The Company’s directors, officers or employees who have access to material, non-public information are not permitted to use that information for share trading purposes or for any purpose unrelated to the Company's business. It is also against the law to trade or to "tip" others who might make an investment decision based on inside company information. For example, using non-public information to buy or sell the Company shares, options in the Company share or the share of any Company supplier, customer or competitor is prohibited. The consequences of insider trading violations can be severe. These rules also apply to the use of material, nonpublic information about other companies (including, for example, our customers, competitors and potential business partners). In addition to officers, directors or employees, these rules apply to such person’s spouse, children, parents and siblings, as well as any other family members living in such person’s home.
9. Financial Statements and Other Records
All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must both conform to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.
Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult the board of directors or the Company’s counsel.
10. Improper Influence on Conduct of Audits
No director or officer, or any other person acting under the direction thereof, shall directly or indirectly take any action to coerce, manipulate, mislead or fraudulently influence any public or certified public accountant engaged in the performance of an audit or review of the financial statements of the Company or take any action that such person knows or should know that if successful could result in rendering the Company's financial statements materially misleading. Any person who believes such improper influence is being exerted should report such action to such person’s supervisor, or if that is impractical under the circumstances, to any of our directors.
Types of conduct that could constitute improper influence include, but are not limited to, directly or indirectly:
· | Offering or paying bribes or other financial incentives, including future employment or contracts for non-audit services; | |
· | Providing an auditor with an inaccurate or misleading legal analysis; |
· | Threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the Company’s accounting; | |
· | Seeking to have a partner removed from the audit engagement because the partner objects to the Company’s accounting; | |
· | Blackmailing; and |
· | Making physical threats. |
4 |
11. Anti-Corruption Laws
The Company complies with the anti-corruption laws of the countries in which it does business, including the U.S. Foreign Corrupt Practices Act (FCPA). Directors, officers and employees will not directly or indirectly give anything of value to government officials, including employees of state-owned enterprises or foreign political candidates. These requirements apply both to Company employees and agents, such as third party sales representatives, no matter where they are doing business. If you are authorized to engage agents, you are responsible for ensuring they are reputable and for obtaining a written agreement to uphold the Company’s standards in this area.
12. Violations
Violation of this Code is grounds for disciplinary action up to and including termination of employment. Such action is in addition to any civil or criminal liability which might be imposed by any court or regulatory agency.
13. Other Policies and Procedures
Any other policy or procedure set out by the Company in writing or made generally known to employees, officers or directors of the Company prior to the date hereof or hereafter are separate requirements and remain in full force and effect.
14. Inquiries
All inquiries and questions in relation to this Code or its applicability to particular people or situations should be addressed to the Company’s Secretary, or such other compliance officer as shall be designated from time to time by the Company.
5 |
PROVISIONS FOR
DIRECTORS
(a) Standard of Skill and Care
The Company's directors are required to act honestly and in good faith with a view to the best interests of the Company.
In exercising his/her powers as a director, a director shall exercise those powers for a proper purpose and shall not act, or agree to the Company acting, in a manner which contravenes the BVI Business Companies Act, 2004 or the Company’s memorandum and articles of association.
In discharging these powers, the Company's directors must exercise the care, diligence and skill that a reasonable director would exercise in the same circumstances taking into account, but without limitation:
(i) the nature of the Company;
(ii) the nature of the decision; and
(iii) the position of the director and the nature of the responsibilities undertaken by him.
(b) Conflicts of Interest
Unless a transaction is between a director and the Company, or in the ordinary course of business, a director shall, immediately after becoming aware of the fact that he or she has a conflict of interest in a transaction entered into, or to be entered into, by the Company, disclose the interest to the Board.
The implication of not doing so is to render such transaction voidable, unless:
(i) the material facts of the conflict of interest of the director in the transaction are known by the Company's shareholders entitled to vote at a shareholder meeting and the transaction is approved or ratified by a shareholder resolution; or
(ii) the Company received fair value for the transaction.
Where a director fails to disclose a conflict of interest, that director commits an offense under BVI law and is liable on conviction to a fine of US$10,000.
6 |
PROVISIONS FOR
CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS
The CEO and all senior financial officers, including the CFO and principal accounting officer, are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest, and compliance with law. In addition to the Code, the CEO and senior financial officers are subject to the following additional specific policies:
1. Act with honesty and integrity, avoiding actual or apparent conflicts between personal, private interests and the interests of the Company, including receiving improper personal benefits as a result of his or her position.
2. Disclose to the CEO and the Board of Directors of the Company any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest.
3. Perform responsibilities with a view to causing periodic reports and documents filed with or submitted to the Securities & Exchange Commission and all other public communications made by the Company to contain information that is accurate, complete, fair, objective, relevant, timely and understandable, including full review of all annual and quarterly reports.
4. Comply with laws, rules and regulations of federal, state and local governments applicable to the Company and with the rules and regulations of private and public regulatory agencies having jurisdiction over the Company.
5. Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting or omitting material facts or allowing independent judgment to be compromised or subordinated.
6. Respect the confidentiality of information acquired in the course of performance of his or her responsibilities except when authorized or otherwise legally obligated to disclose any such information; not use confidential information acquired in the course of performing his or her responsibilities for personal advantage.
7. Share knowledge and maintain skills important and relevant to the needs of the Company, its shareholders and other constituencies and the general public.
8. Proactively promote ethical behavior among subordinates and peers in his or her work environment and community.
9. Use and control all corporate assets and resources employed by or entrusted to him or her in a responsible manner.
10. Not use corporate information, corporate assets, corporate opportunities or his or her position with the Company for personal gain; not compete directly or indirectly with the Company.
11. Comply in all respects with the Company’s Code.
12. Advance the Company’s legitimate interests when the opportunity arises.
The Board of Directors will investigate any reported violations and will oversee an appropriate response, including corrective action and preventative measures. Any officer who violates this Code will face appropriate, case specific disciplinary action, which may include demotion or discharge.
Any request for a waiver of any provision of this Code must be in writing and addressed to the Chairman of the Board of Directors of the Company. Any waiver of this Code will be disclosed promptly on Form 6-K or any other means approved by the SEC.
It is the policy of the Company that each officer covered by this Code shall acknowledge and certify to the foregoing annually and file a copy of such certification with the Chairman of the Board of Directors.
7 |
OFFICER’S CERTIFICATION
I have read and understand the foregoing Code. I hereby certify that I am in compliance with the foregoing Code and I will comply with the Code in the future. I understand that any violation of the Code will subject me to appropriate disciplinary action, which may include demotion or discharge.
Dated: [ · ], 2014 | |
Name: [ · ] | |
Title: [ · ] |
8
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the inclusion in this Registration Statement of DT Asia Investments Limited (the “Company”) on Amendment No. 3 to Form S-1 (No. 333-197187) of our report dated June 25, 2014, except for Note 1, Note 3 and Note 6, as to which the date is August 5, 2014, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of the Company as of June 10, 2014 and for the period from April 8, 2014 to June 10, 2014, which appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the caption “Experts” in such Prospectus.
/s/ UHY LLP
New York, New York
September 11, 2014
Exhibit 99.1
DT ASIA INVESTMENTS LIMITED
AUDIT COMMITTEE CHARTER
1. STATUS
The Audit Committee (the “ Committee ”) is a committee of the Board of Directors (the “ Board ”) of DT Asia Investments Limited (the “ Company ”).
2. PURPOSE
The Committee is appointed by the Board for the primary purposes of:
● | Performing the Board’s oversight responsibilities as they relate to the Company’s accounting policies and internal controls, financial reporting practices and legal and regulatory compliance, including, among other things: | |
● | the quality and integrity of the Company’s financial statements; | |
● | the Company’s compliance with legal and regulatory requirements; | |
● | review of the independent auditors’ qualifications and independence; and | |
● | the performance of the Company’s internal audit function and the Company’s independent auditors; | |
● | Maintaining, through regularly scheduled meetings, a line of communication between the Board and the Company’s financial management, internal auditors and independent auditors, and | |
● | Preparing the report to be included in the Company’s annual proxy statement, as required by the Securities and Exchange Commission’s (“ SEC ”) rules. |
3. COMPOSITION AND QUALIFICATIONS
The Committee shall be appointed by the Board and shall be comprised of three or more Directors (as determined from time to time by the Board), each of whom shall meet the independence requirements of the Sarbanes-Oxley Act of 2002 (the “ Act ”), the Nasdaq Stock Market LLC and all other applicable laws.
Each member of the Committee shall be financially literate and at least one member of the Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities, as each such qualification is interpreted by the Board in its business judgment. In addition, at least one member of the Committee shall be an “audit committee financial expert” as such term is defined by the SEC.
4. RESPONSIBILITIES
The Committee will:
1. Review and discuss the annual audited financial statements and the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with management and the independent auditors. In connection with such review, the Committee will:
● | Discuss with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (as may be modified or supplemented) and the matters in the written disclosures required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence; | |
● | Review significant changes in accounting or auditing policies; | |
● | Review with the independent auditors any problems or difficulties encountered in the course of their audit, including any change in the scope of the planned audit work and any restrictions placed on the scope of such work and management’s response to such problems or difficulties; |
● | Review with the independent auditors, management and the senior internal auditing executive the adequacy of the Company’s internal controls, and any significant findings and recommendations with respect to such controls; | |
● | Review reports required to be submitted by the independent auditor concerning: (a) all critical accounting policies and practices used; (b) all alternative treatments of financial information within generally accepted accounting principles (“ GAAP ”) that have been discussed with management, the ramifications of such alternatives, and the accounting treatment preferred by the independent auditors; and (c) any other material written communications with management; | |
● | Review (a) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies; and (b) analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analysis of the effects of alternative GAAP methods on the financial statements and the effects of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company; and | |
● | Discuss policies and procedures concerning earnings press releases and review the type and presentation of information to be included in earnings press releases (paying particular attention to any use of “pro forma” or “adjusted” non-GAAP information), as well as financial information and earnings guidance provided to analysts and rating agencies. |
2. Review and discuss the quarterly financial statements and the Company’s disclosures provided in periodic quarterly reports including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with management, the senior internal auditing executive and the independent auditor.
3. Oversee the external audit coverage. The Company’s independent auditors are ultimately accountable to the Committee, which has the direct authority and responsibility to appoint, retain, compensate, terminate, select, evaluate and, where appropriate, replace the independent auditors. In connection with its oversight of the external audit coverage, the Committee will have authority to:
● | Appoint and replace (subject to shareholder approval, if deemed advisable by the Board) the independent auditors; | |
● | Approve the engagement letter and the fees to be paid to the independent auditors; | |
● | Pre-approve all audit and non-audit services to be performed by the independent auditors and the related fees for such services other than prohibited nonauditing services as promulgated under rules and regulations of the SEC (subject to the inadvertent de minimus exceptions set forth in the Act and the SEC rules); | |
● | Monitor and obtain confirmation and assurance as to the independent auditors’ independence, including ensuring that they submit on a periodic basis (not less than annually) to the Committee a formal written statement delineating all relationships between the independent auditors and the Company. The Committee is responsible for actively engaging in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors and for taking appropriate action in response to the independent auditors’ report to satisfy itself of their independence; | |
● | At least annually, obtain and review a report by the independent auditors describing: the firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and to assess the independent auditors’ independence, all relationships between the independent auditors and the Company; | |
● | Meet with the independent auditors prior to the annual audit to discuss planning and staffing of the audit; |
2 |
● | Review and evaluate the performance of the independent auditors, as the basis for a decision to reappoint or replace the independent auditors; | |
● | Set clear hiring policies for employees or former employees of the independent auditors, including but not limited to, as required by all applicable laws and listing rules; and | |
● | Assure regular rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit, as required by the Act, and consider whether rotation of the independent auditor is required to ensure independence. |
4. Oversee internal audit coverage. In connection with its oversight responsibilities, the Committee will:
● | Review the appointment or replacement of the senior internal auditing executive; | |
● | Review, in consultation with management, the independent auditors and the senior internal auditing executive, the plan and scope of internal audit activities; | |
● | Review internal audit activities, budget and staffing; and | |
● | Review significant reports to management prepared by the internal auditing department and management’s responses to such reports. |
5. Review with the independent auditors and the senior internal auditing executive the adequacy of the Company’s internal controls, and any significant findings and recommendations with respect to such controls.
6. Resolve any differences in financial reporting between management and the independent auditors.
7. Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
8. Discuss policies and guidelines to govern the process by which risk assessment and risk management is undertaken.
9. Meet periodically and at least four times per year with management to review and assess the Company’s major financial risk exposures and the manner in which such risks are being monitored and controlled.
10. Meet periodically (not less than annually) in separate executive session with each of the chief financial officer, the senior internal auditing executive, and the independent auditors.
11. Review and approve all “related party transactions” requiring disclosure under SEC Regulation S-K, Item 404, in accordance with the policy set forth in Section 6 below.
12. Review periodically with the Company’s outside legal counsel (i) legal and regulatory matters which may have a material effect on the financial statements, and (ii) corporate compliance policies or codes of conduct.
13. As it determines necessary to carry out its duties, engage and obtain advice and assistance from outside legal, accounting or other advisers.
14. Report regularly to the Board with respect to Committee activities.
15. Prepare the report of the Committee required by the rules of the SEC to be included in the proxy statement for each annual meeting.
16. Review and reassess annually the adequacy of this Charter and recommend any proposed changes to the Board.
17. Monitor compliance, on a regularly scheduled basis, with the terms of the Company’s initial public offering (the “ Offering ”) and, if any noncompliance is identified, promptly take all action necessary to rectify such noncompliance or otherwise cause the Company to come into compliance with the terms of the Offering.
18. Inquire and discuss with management the Company’s compliance with applicable laws and regulations.
19. Determine the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work.
20. Review and approve all payments made to the Company’s existing holders, executive officers or directors and their respective affiliates.
3 |
5. PROCEDURES
1. Action .
A majority of the members of the entire Committee shall constitute a quorum. The Committee shall act on the affirmative vote a majority of members present at a meeting at which a quorum is present. Without a meeting, the Committee may act by unanimous written consent of all members. However, the Committee may delegate to one or more of its members the authority to grant pre-approvals of audit and non-audit services, provided the decision is reported to the full Committee at its next scheduled meeting.
2. Fees .
The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation: (a) to outside legal, accounting or other advisors employed by the Committee; and (b) for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
3. Limitations .
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with GAAP. This is the responsibility of management and the independent auditors.
6. RELATED PARTY TRANSACTIONS POLICY.
1. Definitions.
A “Related Party Transaction” is any transaction directly or indirectly involving any Related Party that would need to be disclosed under Item 404(a) of Regulation S-K. Under Item 404(a), the Company is required to disclose any transaction occurring since the beginning of the Company’s last fiscal year, or any currently proposed transaction, involving the Company where the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest. “Related Party Transaction” also includes any material amendment or modification to an existing Related Party Transaction.
“Related Party” means any of the following:
● | a director (which term when used herein includes any director nominee); | |
● | an executive officer; | |
● | a person known by the Company to be the beneficial owner of more than 5% of the Company's common stock (a “5% shareholder”); or | |
● | a person known by the Company to be an immediate family member of any of the foregoing. |
“Immediate family member” means a child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such director, executive officer, nominee for director or beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee for director or beneficial owner.
2. Identification of Potential Related Party Transactions.
Related Party Transactions will be brought to management's and the Board's attention in a number of ways. Each of the Company’s directors and executive officers shall inform the Chairman of the Committee of any potential Related Party Transactions. In addition, each such director and executive officer shall complete a questionnaire on an annual basis designed to elicit information about any potential Related Party Transactions.
Any potential Related Party Transactions that are brought to the Committee’s attention shall be analyzed by our the Committee, in consultation with outside counsel or members of management, as appropriate, to determine whether the transaction or relationship does, in fact, constitute a Related Party Transaction requiring compliance with this Policy.
4 |
3. Review and Approval of Related Party Transactions.
At each of its meetings, the Committee shall be provided with the details of each new, existing or proposed Related Party Transaction, including the terms of the transaction, any contractual restrictions that the Company has already committed to, the business purpose of the transaction, and the benefits to the Company and to the relevant Related Party. In determining whether to approve a Related Party Transaction, the Committee shall consider, among other factors, the following factors to the extent relevant to the Related Party Transaction:
● | whether the terms of the Related Party Transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a Related Party; | |
● | whether there are business reasons for the Company to enter into the Related Party Transaction; | |
● | whether the Related Party Transaction would impair the independence of an outside director; | |
● | whether the Related Party Transaction would present an improper conflict of interests for any director or executive officer of the Company, taking into account the size of the transaction, the overall financial position of the director, executive officer or Related Party, the direct or indirect nature of the director's, executive officer's or Related Party's interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the Committee deems relevant; and | |
● | any pre-existing contractual obligations. |
Any member of the Committee who has an interest in the transaction under discussion shall abstain from voting on the approval of the Related Party Transaction, but may, if so requested by the Chairman of the Committee, participate in some or all of the Committee's discussions of the Related Party Transaction. Upon completion of its review of the transaction, the Committee may determine to permit or to prohibit the Related Party Transaction.
A Related Party Transaction entered into without pre-approval of the Committee shall not be deemed to violate this Policy, or be invalid or unenforceable, so long as the transaction is brought to the Committee as promptly as reasonably practical after it is entered into or after it becomes reasonably apparent that the transaction is covered by this Policy.
A Related Party Transaction entered into prior to the effective date of this Charter shall not be required to be reapproved by the Committee.
5
Exhibit 99.2
DT ASIA INVESTMENTS LIMITED
CHARTER OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The following Compensation Committee Charter (the “ Charter ”) was adopted by the Board of Directors (the “ Board ”) of DT Asia Investments Limited, a British Virgin Islands company (the “ Company ”).
1. Members . The Board shall appoint the members of the Compensation Committee (the “ Committee ”). The Committee shall be comprised of at least three “independent” directors of the Board who shall also satisfy such other criteria imposed on members of the Committee pursuant to the federal securities laws and the rules and regulations of the Securities and Exchange Commission (“ SEC ”), the listing standards of any exchange or national listing market system upon which the Company’s securities are listed or quoted for trading (including, without limitation, The NASDAQ Stock Market) (the “ Principal Market ”), any other applicable laws or regulations, and any additional requirements that the Board deems appropriate. The term “independent director” means a director who (i) meets the definition of “independence” under the rules and regulations of the SEC and the Principal Market, (ii) is a “non-employee director” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and (c) is an “outside director” under the regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended. Each appointed member of the Committee may be removed by the Board at any time, with or without cause. Unless the Board elects a Chair of the Committee, the Committee shall elect a Chair by majority vote. Each Committee member shall have one vote.
2. Purpose . In addition to such other duties as may be assigned to the Committee by the Board from time to time, the purpose of the Committee is to represent and assist the Board in (a) discharging its responsibilities for approving and evaluating the officer compensation plans, policies and programs of the Company, (b) reviewing and recommending to the Board regarding compensation to be provided to the Company’s employees and directors, and (c) administering the equity compensation plans of the Company. The Committee shall ensure that the Company’s compensation programs are competitive, designed to attract and retain highly qualified directors, officers and employees, encourage high performance, promote accountability and assure that employee interests are aligned with the interests of the Company’s shareholders.
3. Duties and Responsibilities . The Committee shall, among its duties and responsibilities as may be delegated to the Committee by the Board, and in addition to any duties and responsibilities imparted to the Committee by the SEC or any applicable Principal Market or any other applicable laws or regulations:
(a) Determine, in executive session at which the Chief Executive Officer of the Company (the “ CEO ”) is not present, the compensation for the Company’s CEO or President, if such person is acting as the CEO.
(b) Review and determine the compensation of the executive officers of the Company other than the CEO based upon the recommendation of the CEO and such other customary factors that the Committee deems necessary or appropriate.
(c) Recommend awards and/or bonuses to be granted to executive officers of the Company under the Company’s equity plans and other compensation or benefit plans or policies as approved by the Board or the Committee.
(d) Approve the overall amount or percentage of plan and/or bonus awards to be granted to all Company employees and delegate to the Company’s executive management the right and power to specifically grant such awards to each Company employee within the aggregate limits and parameters set by the Committee.
(e) Review and evaluate the performance of the CEO and the other executive officers of the Company;
(f) Review and approve the design of other benefit plans pertaining to executives and employees of the Company.
(g) Approve such reports on compensation as are necessary for filing with the SEC and other government bodies.
(h) Review, recommend to the Board, and administer all plans that require “disinterested administration” under Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
(i) Approve the amendment or modification of any compensation or benefit plan pertaining to executives or employees of the Company that does not require shareholder approval.
(j) Review and recommend to the Board the adoption of or changes to the compensation of the Company’s independent directors.
(k) Retain (at the Company’s expense) outside consultants and obtain assistance from members of management as the Committee deems appropriate in the exercise of its authority.
(l) Make reports and recommendations to the Board within the scope of its functions and advise the officers of the Company regarding various personnel matters as may be raised with the Committee.
(m) Approve all special perquisites, special cash payments and other special compensation and benefit arrangements for the Company’s executive officers and employees.
(n) Review the form, terms and provisions of employment and similar agreements with the Company’s executive officers and any amendments thereto.
(o) To the extent the same has been adopted, review, at least annually, the compensation philosophy of the Company.
The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate without requirement of Board approval, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the Committee hereunder) shall be at the Committee’s sole discretion. While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board. To the fullest extent permitted by law, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities delegated to it. To the extent that the Company’s securities are not listed or quoted on a Principal Market, the Committee shall determine which of the aforementioned duties and responsibilities it shall undertake or shall be applicable to the Committee.
2 |
4. Meetings; Reports . The Committee will meet as often as it deems necessary or appropriate, in its judgment, either in person or telephonically, and at such times and places as the Committee members determine. Face to face meetings shall be encouraged at least twice each year. The majority of the members of the Committee constitutes a quorum and shall be empowered to act on behalf of the Committee. Minutes will be kept of each meeting of the Committee. The Chairman of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Chairman of the Board. The Committee shall also make reports and recommendations to the Board within the scope of its functions.
5. The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the Committee. The Company shall provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser retained by the Committee.
Before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Committee shall consider the independence of each such adviser by taking into account the following factors and any other factors required by the Principal Market or the SEC and corresponding rules that may be amended from time to time, including any exceptions permitted by such rules:
(i) the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser (the “ Advisory Firm ”);
(ii) the amount of fees received from the Company by the Advisory Firm, as a percentage of the total revenue of the Advisory Firm;
(iii) the policies and procedures of the Advisory Firm or other adviser that are designed to prevent conflicts of interest;
(iv) any business or personal relationship of the compensation consultant, legal counsel or adviser with a member of the Committee;
(v) any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and
(vi) any business or personal relationship of the compensation consultant, legal counsel, other adviser or the Advisory Firm.
6. Review of Charter . The Committee shall review this Charter at least annually and recommend any changes thereto to the Board.
7. Self Assessment . The Committee will annually evaluate the Committee’s own performance and report that it has done so to the Board.
8. Delegation by Committee . The Committee may delegate authority consistent with this Charter to one or more Committee members or subcommittees comprised of one or more Committee members when appropriate. Any such member, members or subcommittee shall be subject to this Charter. The decisions of any such member, members or subcommittees to which authority is delegated under this paragraph shall be presented to the full Committee at its next regularly scheduled meeting.
9. Amendment . Any amendment or other modification of this Charter shall be made and approved by the full Board.
10. Disclosure of Charter . If required by the rules of the SEC or any Principal Market, this Charter, as amended from time to time, shall be made available to the public on the Company’s website.
# # #
Exhibit 99.4
CONSENT OF FOELAN WONG
DT Asia Investments Limited (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a Director Nominee.
Dated: August 26, 2014
/s/ Foelan Wong | |
Foelan Wong |
Exhibit 99.5
CONSENT OF HAI WANG
DT Asia Investments Limited (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a Director Nominee.
Dated: August 26, 2014
/s/ Hai Wang | |
Hai Wang |
Exhibit 99.6
CONSENT OF JASON KON MAN WONG
DT Asia Investments Limited (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a Director Nominee.
Dated: August 26, 2014
/s/ Jason Kon Man Wong | |
Jason Kon Man Wong |