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Preliminary Information Statement
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Confidential, for Use of the Commission Only
(as permitted
by Rule 14c-5 (d)(2))
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o Definitive Information Statement |
(1) |
Title
of each class of securities to which transaction
applies:
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(2) |
Aggregate
number of securities to which transaction
applies:
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(3) |
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined):
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(4) |
Proposed
maximum aggregate value of
transaction:
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(5) |
Total
fee paid:
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(1) |
Amount
Previously Paid:
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(2) |
Form,
Schedule or Registration Statement
No.:
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(3) |
Filing
Party:
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(4) |
Date
Filed:
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By
Order of the Board of Directors,
Xu
Jie, President and Chief Executive
Officer
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Name
of Beneficial Owner
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Common
Stock Beneficially Owned(1)
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Percentage
of Common Stock Owned(1)(2)
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Xu
Jie(3)
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17,912,446
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78.0%
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Vision
Capital Advisors, LLC (2)(4)
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2,295,004
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9.9%
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Blue
Ridge Investments, L.L.C.(2)(5)
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2,443,832
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9.9%
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Old
Lane LP(2)(6)
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2,462,826
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9.9%
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QVT
Fund, LP(2)(7)
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2,485,893
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9.9%
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TCW
Americas Development Association LP(2)(8)
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2,484,921
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9.9%
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Ge
Zengke
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0
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*
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Jin
Qihai
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0
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*
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David
K. Karnes(9)
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40,000
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*
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Ku
Shaodong(10)
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30,000
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*
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Brian
Lin(11)
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30,000
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*
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Haiming Liu |
0
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*
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Zheng
Qingsong
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0
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*
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Directors
and Executive Officers as a group (9 persons)(12)
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18,012,446
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78.1%
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(1)
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Applicable
percentage ownership is based on [22,973,072] shares of Common Stock
outstanding as of August [ ], 2008. Beneficial ownership is determined
in
accordance with the rules of the SEC and generally includes voting
or
investment power with respect to securities. Shares of Common Stock
that
are currently issuable upon conversion or exercisable within 60 days
of
August [ ], 2008, are deemed to be beneficially owned by the person
holding such convertible securities or warrants for the purpose of
computing the percentage of ownership of such person, but are not
treated
as outstanding for the purpose of computing the percentage ownership
of any other person.
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(2)
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In
a private placement transaction on February 7, 2007, we issued to
this
entity (a) shares of our Series A Convertible Preferred Stock, and
(b)
Series A, Series B and Series J Warrants to purchase shares of our
Common
Stock. Until the preferred stock is converted or the warrants exercised,
the stockholder has only limited voting rights with respect to the
preferred stock and no voting rights with respect to the warrants.
Because
the Series A Convertible Preferred Stock and the Warrants are presently
convertible into or exercisable for shares of Common Stock, the holders
are deemed to beneficially own such shares of Common Stock. It is
for this
reason that the percentages shown add to more than
100%.
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(3)
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Xu
Jie, our President, Chief Executive Officer and Chairman of the Board,
is
also the President and Chief Executive Officer, as well as a director
and
the controlling stockholder, of Fame Good International Limited and
as a
result is deemed to be the beneficial owner of shares of the Company
held
by Fame. Mr. Xu does not own any shares of our Common Stock directly.
Mr.
Xu’s business address is Canglongdao Science Park of Wuhan, East Lake
Hi-Tech Development Zone, Wuhan, Hubei 430200, People’s Republic of
China.
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(4)
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To
the Company’s knowledge, Vision Capital Advisors, LLC and its
affiliates (collectively, “Vision”) own 2,086,211 shares of Common Stock.
Vision also owns 2,190,129 shares of Series A Convertible Preferred
Stock,
which are convertible into 2,190,129 shares of our Common Stock.
In
addition, Vision holds Series A, J and B Warrants, which entitle
it to
purchase 1,931,330, 3,004,292 and 1,802,575 shares of our Common
Stock,
respectively. The Series A Convertible Preferred Stock and warrants
are
not exercisable, however, to the extent that the number of shares
of
Common Stock to be issued pursuant to such conversion or exercise
would
exceed, when aggregated with all other shares of Common Stock owned
by
Vision at such time, the number of shares of Common Stock which would
result in Vision beneficially owning in excess of 9.9% of the then
issued
and outstanding shares of our Common Stock. Vision may waive this
ownership cap on 61 days’ prior notice to us. As a result of this
ownership cap, Vision beneficially owns 2,295,004 shares of our Common
Stock as of August [ ], 2008. If Vision waived this ownership cap,
it
would beneficially own 11,014,537 shares of our Common Stock or
approximately 34.5% of our outstanding Common Stock. The address
of Vision
Capital Advisors, LLC is 20 West 55th
Street, New York, New York 10019.
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(5)
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To
the Company’s knowledge, Blue Ridge Investments, L.L.C. owns 731,725
shares of Common Stock. Blue Ridge also owns 1,414,198 shares of
Series A
Convertible Preferred Stock, which are convertible into 1,414,198
shares
of our Common Stock. In addition, Blue Ridge holds Series A, J and
B
Warrants, which entitle it to purchase 1,287,554, 2,145,923 and 1,287,554
shares of our Common Stock, respectively. The Series A Convertible
Preferred Stock and warrants are not exercisable, however, to the
extent
that the number of shares of Common Stock to be issued pursuant to
such
conversion or exercise would exceed, when aggregated with all other
shares
of Common Stock owned by Blue Ridge at such time, the number of shares
of
Common Stock which would result in Blue Ridge beneficially owning
in
excess of 9.9% of the then issued and outstanding shares of our Common
Stock. Blue Ridge may waive this ownership cap on 61 days’ prior notice to
us. As a result of this ownership cap, Blue Ridge beneficially owns
2,443,832 shares of our Common Stock as of August [ ], 2008. If Blue
Ridge waived this ownership cap, it would beneficially own 6,866,954
shares of our Common Stock or approximately 23.6% of our outstanding
Common Stock. The address of Blue Ridge Investments, L.L.C. is c/o
Bank of
America Securities, 1633 Broadway, 27th Floor,
Mail Code NY1-633-27-01, New York, New York
10019.
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(6)
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To
the Company’s knowledge, Old Lane LP owns 558,866 shares of Common Stock.
Old Lane also owns 1,503,366 shares of Series A Convertible Preferred
Stock, which are convertible into 1,503,366 shares of our Common
Stock. In
addition, Old Lane holds Series A, J and B Warrants, which entitle
it to
purchase 1,237,339, 2,062,232 and 1,237,339 shares of our Common
Stock,
respectively. Old Lane is deemed to beneficially own these shares,
although record ownership of the Series A Convertible Preferred Stock
and
warrants is in the name of three separate entities affiliated with
Old
Lane. The Series A Convertible Preferred Stock and warrants are not
exercisable, however, to the extent that the number of shares of
Common
Stock to be issued pursuant to such conversion or exercise would
exceed,
when aggregated with all other shares of Common Stock owned by Old
Lane at
such time, the number of shares of Common Stock which would result
in Old
Lane beneficially owning in excess of 9.9% of the then issued and
outstanding shares of our Common Stock. Old Lane may waive this ownership
cap on 61 days’ prior notice to us. As a result of this ownership cap, Old
Lane beneficially owns 2,462,826 shares of our Common Stock as of
August [
], 2008. If Old Lane waived this ownership cap, it would beneficially
own
6,599,142 shares of our Common Stock or approximately 22.7% of our
outstanding Common Stock. The address of Old Lane LP is 500 Park
Avenue,
New York, New York 10036.
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(7)
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To
the Company’s knowledge, QVT Fund, LP owns 348,927 shares of Common Stock.
QVT also owns 938,627 shares of Series A Convertible Preferred Stock,
which are convertible into 938,627 shares of our Common Stock. In
addition, QVT holds Series A, J and B Warrants, which entitle it
to
purchase 772,532, 1,287,554 and 772,532 shares of our Common Stock,
respectively. The Series A Convertible Preferred Stock and warrants
are
not exercisable, however, to the extent that the number of shares
of
Common Stock to be issued pursuant to such conversion or exercise
would
exceed, when aggregated with all other shares of Common Stock owned
by QVT
at such time, the number of shares of Common Stock which would result
in
QVT beneficially owning in excess of 9.9% of the then issued and
outstanding shares of our Common Stock. QVT may waive this ownership
cap
on 61 days’ prior notice to us. As a result of this ownership cap, QVT
beneficially owns 2,485,893 shares of our Common Stock as of August
[ ],
2008. If QVT waived this ownership cap, it would beneficially own
4,120,172 shares of our Common Stock or approximately 15.4% of our
outstanding Common Stock. The address of QVT Financial, LP is 1177
Avenue of the Americas, New York, New York
10036.
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(8)
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To
the Company’s knowledge, TCW Americas Development Association LP owns
357,774 shares of Common Stock. TCW also owns 625,751 shares of Series
A
Convertible Preferred Stock, which are convertible into 625,751 shares
of
our Common Stock. In addition, TCW holds Series A, J and B Warrants,
which
entitle it to purchase 515,021, 858,369 and 515,021 shares of our
Common
Stock, respectively. The Series A Convertible Preferred Stock and
warrants
are not exercisable, however, to the extent that the number of shares
of
Common Stock to be issued pursuant to such conversion or exercise
would
exceed, when aggregated with all other shares of Common Stock owned
by TCW
at such time, the number of shares of Common Stock which would result
in
TCW beneficially owning in excess of 9.9% of the then issued and
outstanding shares of our Common Stock. TCW may waive this ownership
cap
on 61 days’ prior notice to us. As a result of this ownership cap, TCW
beneficially owns 2,484,921 shares of our Common Stock as of August
[ ],
2008. If TCW waived this ownership cap, it would beneficially own
2,871,936 shares of our Common Stock or approximately 11.3% of our
outstanding Common Stock. The address of TCW Americas Development
Association LP is 1251 Avenue of the Americas, Suite 4700, New York,
New
York 10020.
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(9)
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Includes
7,000 shares held in an IRA account, 2,000 shares held by a corporation
controlled by Mr. Karnes, and options to purchase 30,000 shares of
Common Stock that are currently exercisable or are exercisable within
60
days of August [28], 2008.
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(10)
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Includes
options to purchase 30,000 shares of Common Stock that are currently
exercisable or are exercisable within 60 days of August
[28], 2008.
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(11)
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Includes
options to purchase 30,000 shares of Common Stock that are currently
exercisable or are exercisable within 60 days of August
[28], 2008.
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(12)
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Includes
options to purchase 90,000 shares of Common Stock that are currently
exercisable or are exercisable within 60 days of August [28],
2008.
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By
order of the Board of Directors,
Xu
Jie, President and Chief Executive
Officer
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WUHAN GENERAL GROUP (CHINA), INC. | ||
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By: | ||
Xu
Jie, President and Chief Executive
Officer
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