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Quotes & Info
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| CGEI > SEC Filings for CGEI > Form 8-K on 18-Jan-2013 | All Recent SEC Filings |
18-Jan-2013
Other Events, Financial Statements and Exhibits
By press release dated January 15, 2013, China Growth Equity Investment Ltd. (the "Company") announced that Mr. Xinrong Zhuo, the founder, Chairman and controlling shareholder of China Dredging Group Co., Ltd. ("CDGC") and Fujian Provincial Pingtan County Ocean Fishing Group Co., Ltd. ("Pingtan Fishing"), has informed the Company that he intends to purchase approximately $6 million of ordinary shares of the Company either through open market purchases or privately negotiated transactions. This purchase of ordinary shares by Mr. Zhuo is expected to be completed by approximately January 28, 2013 and is in excess of the minimum cash amount necessary to be left in the Company's trust account in order to close the business combination announced by the Company, CDGC and Pingtan Fishing on October 25, 2012.
Disclaimer:
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information
In connection with the proposed business combination, CGEI will prepare and file with the U.S. Securities and Exchange Commission (the "SEC") a proxy statement. When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of CGEI. Before making any voting decision, shareholders are urged to read the proxy statement carefully and in its entirety because it will contain important information about the proposed merger. Shareholders will be able to obtain, without charge, a copy of the proxy statement and other relevant documents filed with the SEC when they become available through the SEC's website at http://www.sec.gov. Shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents when they become available by contacting CGEI's Corporate Secretary, Chantelle Bai, at CN11 Legend Town, No.1 Balizhuangdongli, Chaoyang District, Beijing, 100025, P.R.C., telephone number (+86-10-6550-3186), or by email to cbai@chum.com.cn.
Participants in the Solicitation
CGEI and its directors and officers may be deemed to be participants in the solicitation of proxies from the shareholders of CGEI in connection with the proposed business combination. Information regarding the officers and directors of CGEI is available in CGEI's annual report on Form 10-K for the year ended December 31, 2011, which has been filed with the SEC. Additional information regarding the interests of such potential participants will also be included in the proxy statement for the proposed business combination and the other relevant documents filed with the SEC.
Forward-Looking Statements
This press release contains forward-looking statements that reflect CGEI's
current beliefs, expectations or intentions regarding future events. Any
statements contained in this press release that are not statements of historical
fact may be deemed forward-looking statements. Words such as "to merge," "to
name," "to receive," "will," "may," "could," "should," "expect," "expected,"
"proposed," "contemplated," "plan," "project," "intend," "anticipate,"
"believe," "estimate," "predict," "potential," "continue," and similar
expressions are intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, CGEI's expectations with
respect to the combined company's plans, objectives, expectations and intentions
with respect to future operations; approval and adoption of business combination
by the requisite number of shareholders; and the timing of the completion of the
proposed business combination. All forward-looking statements involve
significant risks and uncertainties that could cause actual results to differ
materially from those expressed or implied in the forward-looking statements,
many of which are generally outside the control of CGEI's and are difficult to
predict. Examples of such risks and uncertainties include, but are not limited
to: (i) the failure of the business combination to close for any reason; (ii)
general business and economic conditions; (iii) the performance of financial
markets; (iv) risks relating to the consummation of the contemplated business
combination, including the risk that required shareholder approval and
regulatory agencies might not be obtained in a timely manner or at all or that
other closing conditions are not satisfied; (v) the impact of the business
combination on the markets for the combined company's products and services;
(vi) the employees of CGEI, CDGC and Pingtan Fishing not being combined and
integrated successfully; (vii) operating costs and business disruption following
the business combination, including adverse effects on employee retention and on
CGEI's, CDGC's and Pingtan Fishing's business relationships with third parties;
(viii) the inability of the combined company following the closing of the
business combination to meet NASDAQ's listing requirements and the failure of
the combined company's securities to be listed or continue to be listed on
NASDAQ; (ix) the amount of cash available to the combined company following the
business combination being insufficient to allow CGEI, CDGC, Pingtan Fishing or
the combined company to achieve their business goals; and (xi) the future
performance of the combined company following the closing of the business
combination. Additional factors that could cause actual results to differ
materially from those expressed or implied in the forward-looking statements can
be found in the most recent annual report on Form 10-K, and the subsequently
filed quarterly reports on Form 10-Q and current reports on Form 8-K filed by
CGEI with the SEC, as well as the proxy statement when it becomes available.
CGEI anticipates that subsequent events and developments may cause its views and
expectations to change. CGEI assumes no obligation, and they specifically
disclaim any intention or obligation, to update any forward-looking statements,
whether as a result of new information, future events or otherwise.
(c) Exhibits
The following exhibit is filed with this report on Form 8-K:
Exhibit No. Description
99.1 Press release dated January 15, 2013 regarding the matter
referenced in Item 8.01.
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