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PME > SEC Filings for PME > Form 8-K/A on 1-Apr-2013All Recent SEC Filings

Show all filings for PINGTAN MARINE ENTERPRISE LTD. | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for PINGTAN MARINE ENTERPRISE LTD.


1-Apr-2013

Completion of Acquisition or Disposition of Assets, Notice of De


Item 2.01. Completion of Acquisition or Disposition of Assets.

On February 25, 2013, China Growth Equity Investment Ltd. ("CGEI") completed its merger (the "Merger") with China Dredging Group Co., Ltd. ("CDGC"), and the various transactions contemplated by the Agreement and Plan of Merger, dated as of October 24, 2012 (the "Merger Agreement"), between CGEI, CDGC, China Growth Dredging Sub Ltd. ("Merger Sub") and Xinrong Zhuo ("Founder") were consummated. In addition, CGEI completed its share purchase (the "Share Purchase" and, together with the Merger, the "Business Combination") of Merchant Supreme Co., Ltd. ("Merchant Supreme"), and the various transactions contemplated by the Share Purchase Agreement, dated as of October 24, 2012 (the "Share Purchase Agreement" and together with the Merger Agreement, the "Agreements"), between CGEI and Merchant Supreme were consummated.

Effective upon consummation of the Business Combination (the "Closing"), (i) Merger Sub, a wholly-owned subsidiary of CGEI, was merged with and into CDGC, resulting in Merger Sub ceasing to exist and CDGC's continuing as the surviving company and a wholly-owned subsidiary of CGEI, (ii) CGEI acquired all of the outstanding capital shares and other equity interests of Merchant Supreme, and
(iii) CGEI changed its name to "Pingtan Marine Enterprise Ltd." (the "Company"). The Business Combination, the Agreements and the transactions effected in connection therewith are more fully disclosed under the headings "Summary - The Proposed Business Combination," "The Business Combination" and "The Agreements" in the Definitive Proxy Statement, dated February 6, 2013 (the "Definitive Proxy Statement"), filed by the Company with the Securities and Exchange Commission ("SEC"), which disclosures are incorporated herein by reference. Capitalized terms used herein but not defined have the meanings ascribed to them in the Definitive Proxy Statement.

Upon consummation of the Business Combination, the ordinary shares, par value $0.001 per share, of the Company (the "Company's Ordinary Shares") were listed on The NASDAQ Capital Market under the symbol "PME." Additionally, upon consummation of the Business Combination, the warrants of the Company are now listed on the NASDAQ Capital Market under the symbol "PMEWW", but we expect trading in the warrants to be transitioned to the OTCQB in the near term. Further, in connection with the Business Combination, the outstanding units of CGEI automatically separated into the underlying ordinary shares and warrants of CGEI. As a result, the CGEI units are no longer listed on The NASDAQ Capital Market.

The description of the terms of the Agreements is qualified in its entirety by reference to the complete text of the Agreements, which are filed as Exhibits 2.1 and 2.2 to this Form 8-K which is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, upon completion of the Merger, each share of then-issued and outstanding ordinary shares and Class A preferred shares of CDGC was automatically cancelled and converted into the right to receive 0.82947 Company Ordinary Shares. Pursuant to the terms of the Share Purchase Agreement, all of the issued and outstanding shares of Merchant Supreme capital shares were purchased by the Company for an aggregate of 25,000,000 Company Ordinary Shares.

. . .



Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 25, 2013, in connection with the consummation of the Business Combination, the Company notified The NASDAQ Stock Market LLC ("NASDAQ") that the Business Combination had become effective and informed NASDAQ that the CGEI units were now automatically separating. As a result, filed a Notification of Removal From Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 to notify the Securities and Exchange Commission (the "SEC") that the CGEI units were to be delisted and deregistered under Section 12(b) of the Exchange Act. As a result of the automatic separation, the trading of the units was permanently suspended prior to the open of trading on February 26, 2013. The deregistration will become effective 10 days from the filing of the Form 25.

On February 27, 2013, the Company also notified NASDAQ that the CGEI warrants should be delisted and deregistered under Section 12(b) of the Exchange Act. As a result, we expect NASDAQ to file Notification of Removal From Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 to notify the Securities and Exchange Commission (the "SEC") that the CGEI warrants were to be delisted and deregistered under Section 12(b) of the Exchange Act. The deregistration will become effective 10 days from the filing of the Form 25.

In accordance with Rule 12g-3(a) under the Exchange Act, the Ordinary Shares of the Company, as the successor to CGEI, are deemed to be registered under Section 12(b) of the Exchange Act. The Company's Ordinary Shares are currently listed for trading on The NASDAQ Capital Market under the symbol "PME," subject to confirmation by NASDAQ that the Company satisfies the listing requirement of 300 public shareholders. The warrants to purchase Ordinary Shares of the Company are currently listed for trading on The NASDAQ Capital Market under the symbol "PMEWW" but we expect trading in the warrants to be transitioned to the OTCQB in the near term. The warrants are deemed to be registered under Section 12(g) of the Exchange Act. Following the Closing, the CUSIP numbers relating to the Company's Ordinary Shares and warrants changed to G7114V 102 and G7114V 110, respectively.

On the effective date of the Business Combination, the outstanding units of CGEI automatically separated into the underlying CGEI Ordinary Shares and CGEI warrants. As a result, the CGEI units are no longer listed on The NASDAQ Capital Market.



Item 5.01. Changes in Control of Registrant.

As a result of the consummation of the Business Combination, the former shareholders of CDGC own approximately 65.8% of the outstanding Company's Ordinary Shares and the former holders of CGEI's Ordinary Shares own approximately 2.3% of the outstanding Company's Ordinary Shares and the former holders of Merchant Supreme's ordinary shares own approximately 31.6% of the outstanding Company Ordinary Shares

The information set forth in 2.01 above is incorporated herein by reference.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of the Closing, each of Xuechu He, Teng Zhou, Dongying Sun and Michael W. Zhang resigned as directors of CGEI. Further, Jin Shi resigned as Chief Executive Officer and Xuesong Song resigned as Chief Financial Officer of CGEI.

The information set forth in Item 2.01 above and the section of the Definitive Proxy Statement entitled "CGEI Executive Officers and Directors Upon Completion of Business Combination" is incorporated herein by reference.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Upon the Closing of the Business Combination, the Company adopted the Company Amended and Restated Memorandum and Articles of Association, a copy of which is filed hereto as Exhibit 3.1 and incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 25, 2013, CGEI held its annual meeting of its shareholders at which CGEI's shareholders voted on (i) the approval and adoption of the Merger Agreement, (ii) the approval of the share capital increase, (iii) the approval of the name change, (iv) the election of directors and (v) if either the Merger Agreement or the share capital increase were not approved, then the adjournment of the annual general meeting. The final voting results were as follows:

Approval of Merger Agreement



                                   For             Against         Abstain/Withhold       Broker Non-Votes

Number of votes                      5,275,333         337,934                      0                      0

Percentage of shares outstanding
and entitled to vote                      84.4 %           5.4 %                    *                      *

* Less than 1%.

Shares Electing to Exercise Redemption Rights - 4,409,947 (or 88.2% of the public ordinary shares of China Growth Equity Investment Ltd.)

Approval of Share Capital Increase



                                   For             Against         Abstain/Withhold      Broker Non-Votes

Number of votes                      4,550,333         337,934               750,000                      0

Percentage of shares outstanding
and entitled to vote                      72.8 %           5.4 %                12.0 %                    *

* Less than 1%.

Approval of Name Change



                                   For             Against         Abstain/Withhold      Broker Non-Votes

Number of votes                      4,550,333         337,934               750,000                      0

Percentage of shares outstanding
and entitled to vote                      72.8 %           5.4 %                12.0 %                    *

* Less than 1%.

Election of Directors



i) Dongying Sun



                                   For             Against         Abstain/Withhold      Broker Non-Votes

Number of votes                      4,550,333         337,934               750,000                      0

Percentage of shares outstanding
and entitled to vote                      72.8 %           5.4 %                12.0 %                    *

* Less than 1%.

i) Michael W. Zhang

                                   For             Against         Abstain/Withhold      Broker Non-Votes

Number of votes                      4,440,333         447,934               725,000                      0

Percentage of shares outstanding
and entitled to vote                      72.8 %           7.2 %                12.0 %                    *

* Less than 1%.



Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Financial Statements

The following financial statements of CDGC and Merchant Supreme included herewith beginning on page F-1 of this Amendment are incorporated herein by reference:

China Dredging Group Co., Ltd.

Report of Independent Registered Public Accounting Firm dated March 28, 2013

Consolidated Balance Sheets at December 31, 2012 and 2011

Consolidated Statements of Income for the Years Ended December 31, 2012, 2011 and 2010

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2012, 2011 and 2010

Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2012, 2011 and 2010

Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010

Notes to the Consolidated Financial Statements

Merchant Supreme Co., Ltd.

Report of Independent Registered Public Accounting Firm dated April 1, 2013

Consolidated Balance Sheets at December 31, 2012 and 2011

Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2012 and 2011

Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2012

Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, and 2011

Notes to the Consolidated Financial Statements

The following financial statements are incorporated herein by reference to such statements contained in the Definitive Proxy Statement:

China Dredging Group Co., Ltd.

Report of Independent Registered Public Accounting Firm dated April 27, 2012

Audited

Consolidated Balance Sheets as of December 31, 2011 and 2010

Consolidated Statements of Income for the Years Ended December 31, 2011, 2010 and 2009

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2011, 2010 and 2009

Consolidated Statement of Changes in Shareholders' Equity for the Years Ended December 31, 2011, 2010 and 2009

Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2010 and 2009

Notes to Consolidated Financial Statements

Unaudited

Consolidated Balance Sheets at September 30, 2012 (Unaudited) and December 31, 2011

Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2012 and 2011 (Unaudited)

Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2012 and 2011 (Unaudited)

Consolidated Statement of Changes in Shareholders' Equity for the Nine Months Ended September 30, 2012 (Unaudited)

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011 (Unaudited)

Notes to the Consolidated Financial Statements (Unaudited)

Merchant Supreme Co., Ltd. (formerly, Fujian Provincial Pingtan County Ocean Fishing Group Co., Ltd.)

Reports of Independent Registered Public Accounting Firm dated September 28, 2012

Audited

Reports of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2011 and 2010

Statements of Income and Comprehensive Income for the Years Ended December 31, 2011 and 2010

Statement of Changes in Owners' Equity for the Years Ended December 31, 2011 and 2010

Statements of Cash Flows for the Years Ended December 31, 2011 and 2010

Unaudited

Balance Sheets as of September 30, 2012 (Unaudited) and December 31, 2011

Statements of Income and Comprehensive Income for the Nine Months Ended September 30, 2012 and 2011 (Unaudited)

Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011
(Unaudited)

Notes to the Consolidated Financial Statements (Unaudited)

(b) Pro Forma Financial Information.

The following pro forma consolidated financial statements included herewith beginning on page F-72 of this Amendment are incorporated herein by reference:

Unaudited Pro Forma Condensed Combined Balance Sheet Data as of December 31, 2012

Unaudited Pro Forma Condensed Combined Statement of Operations Data or the year ended December 31, 2012

Notes to Unaudited Pro Forma Condensed Combined Financial Data

The following pro forma consolidated financial statements are incorporated herein by reference to such statements contained in the Definitive Proxy Statements in the section entitled "Unaudited Pro Forma Condensed Combined Financial Data":

Unaudited Pro Forma Condensed Combined Balance Sheet Data as of December 31, 2012 (assuming no redemption)

Unaudited Pro Forma Condensed Combined Balance Sheet Data as of December 31, 2012 (assuming max redemption)

Unaudited Pro Forma Condensed Combined Statement of Operations Data for the year ended December 31, 2012 (assuming no redemption)

Unaudited Pro Forma Condensed Combined Statement of Operations Data for the year ended December 31, 2012 (assuming max redemption)

Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Year Ended December 31, 2011 (assuming no redemption)

Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Year Ended December 31, 2011 (assuming max redemption)

Notes to the Unaudited Pro Forma Condensed Combined Financial Data

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No. Description of Exhibit

2.1         Agreement and Plan of Merger, dated as of October 24, 2012, by and
            between China Growth Equity Investment Ltd., China Dredging Group Co.,
            Ltd., China Growth Dredging Sub Ltd., and Xinrong Zhuo (incorporated by
            reference to Exhibit 2.1 to the Company's Current Report on Form 8-K
            (File No. 001-35192) filed with the Securities and Exchange Commission
            on October 30, 2012)

2.2         Share Purchase Agreement, dated as of October 24, 2012, by and among
            China Growth Equity Investment Ltd, Merchant Supreme Co., Ltd., Prime
            Cheer Corporation Limited, Xinrong Zhuo, Fujian Provincial Pingtan
            County Ocean Fishing Group Co., Heroic Treasure Limited and Fuzhou
            Honglong Ocean Fishery Co., Ltd. (incorporated by reference to Exhibit
            2.2 to the Company's Current Report on Form 8-K (File No. 001-35192)
            filed with the Securities and Exchange Commission on October 30, 2012)

3.1         Amended and Restated Memorandum and Articles of Association of Pingtan
            Marine Enterprise Ltd. filed with the Cayman Islands Registrar of on
            February 26, 2013 (incorporated by reference to Exhibit 3.1 to the
            Company's Current Report on Form 8-K (File No. 001-35192) filed with
            the Securities and Exchange Commission on March 1, 2013)

3.2         Articles and Plan of Merger, filed with the Registry of Corporate
            Affairs of the British Virgin Islands on February 25, 2013
            (incorporated by reference to Exhibit 3.2 to the Company's Current
            Report on Form 8-K (File No. 001-35192) filed with the Securities and
            Exchange Commission on March 1, 2013)

3.4         Certificate of Merger, filed with the Registry of Corporate Affairs of
            the British Virgin Islands on February 25, 2013 (incorporated by
            reference to Exhibit 3.3 to the Company's Current Report on Form 8-K
            (File No. 001-35192) filed with the Securities and Exchange Commission
            on March 1, 2013)

3.5         Amended and Restated Memorandum of Association of China Dredging Group
            Co., Ltd. (incorporated by reference to Exhibit 1.1 to China Dredging
            Group Co., Ltd.'s Annual Report on Form 20-F (File No. 000-53465) filed
            with the Securities and Exchange Commission on November 2, 2010)

3.5         Articles of Association of China Dredging Group Co., Ltd. (incorporated
            by reference to Exhibit 1.2 to China Dredging Group Co., Ltd.'s Annual
            Report on Form 20-F (File No. 000-53465) filed with the Securities and
            Exchange Commission on November 2, 2010)

4.1      Specimen Ordinary Share (incorporated by reference to Exhibit 4.1 to
         the Company's Current Report on Form 8-K (File No. 001-35192) filed
         with the Securities and Exchange Commission on March 1, 2013)

4.2      Specimen Warrant Certificate (incorporated by reference to Exhibit 4.2
         to the Company's Current Report on Form 8-K (File No. 001-35192)  filed
         with the Securities and Exchange Commission on March 1, 2013)

4.3      Warrant Agreement and between American Stock Transfer & Trust Company
         and China Growth Equity Investment Ltd.  (incorporated by reference to
         Exhibit 4.4 to China Growth Equity Investment Ltd.'s Registration
         Statement on Amendment No. 5 to Form S-1 (File No. 333-173323) filed
         with the Securities and Exchange Commission on May 25, 2011)

10.1     Promissory Note by and among China Growth Equity Investment Ltd.  and
         Xuesong Song, dated as of January 12, 2010 (incorporated by reference
         to Exhibit 10.1 to China Growth Equity Investment Ltd.'s Registration
         Statement on Amendment No. 3 to Form S-1 (File No. 333-173323) filed
         with the Securities and Exchange Commission on May 10, 2011)

10.2     Form of Letter Agreement by and among China Growth Equity Investment
         Ltd.  , Deutsche Bank Securities Inc. and each of the Company's
         officers, directors and initial shareholders (incorporated by reference
         to Exhibit 10.2 to China Growth Equity Investment Ltd.'s Registration
         Statement on Amendment No. 5 to Form S-1 (File No. 333-173323) filed
         with the Securities and Exchange Commission on May 25, 2011)

. . .
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