UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
Amendment No. 5
MEMSIC, INC.
(Name of Issuer)
MEMSIC, Inc.
MZ Investment Holdings Limited
MZ Investment Holdings Merger Sub Limited
IDG-Accel China Growth Fund II L.P.
IDG-Accel China Investors II L.P.
IDG Technology Venture Investments, L.P.
IDG Technology Venture Investments, LLC
IDG Technology Venture Investment III, L.P.
IDG-Accel China Capital II L.P.
Yang Zhao
Paul Zavracky
Patricia Niu
Yongyao Cai
Noureddine Hawat
Alexander Dribinsky
Eric Chojnacki
James Fennelly
Dong An
Lei Zhang
Wei Zhang
Haidong Liu
Leyue Jiang
John Newton
Jose Rios
Cheryl Merino
(Name of Persons Filing Statement)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
586264103 — Common Stock
(CUSIP Number of Class of Securities)
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MZ Investment Holdings Limited |
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MEMSIC, Inc. |
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MZ Investment Holdings Merger Sub Limited Attn: Dr. Quan Zhou, Ph.D. |
(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
copies to:
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Skadden, Arps, Slate, Meagher & Flom LLP |
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Foley Hoag LLP |
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Wilmer Cutler Pickering Hale & Dorr LLP |
This statement is filed in connection with (check the appropriate box):
a. x The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b. o The filing of a registration statement under the Securities Act of 1933.
c. o A tender offer.
d. o None of the above.
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o
Check the following box if the filing is a final amendment reporting the results of the transaction: o
Calculation of Filing Fee
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Transaction Valuation* |
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Amount of Filing Fee** |
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$ |
84,497,176 |
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11,525.41 |
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* The proposed maximum aggregate value of the transaction, for purposes only of calculating the filing fee, is $84,497,176, which is the sum of (a) the product of (i) the 18,884,885 shares of Common Stock that are proposed to be converted into the right to receive the merger consideration, multiplied by (ii) the merger consideration of $4.225 per share of Common Stock, plus (b) the product of (i) the 551,667 restricted stock units, multiplied by (ii) the merger consideration of $4.225 per share of Common Stock, plus (c) the product of (i) the 52,500 restricted stock awards, multiplied by (ii) the merger consideration of $4.225 per share of Common Stock, plus (d) the product of (i) the 1,507,475 shares of Common Stock underlying options to purchase such shares at a per-share exercise price of less than $4.225, multiplied by (ii) the amount by which the per-share merger consideration exceeds the $2.648 per share weighted average exercise price of such options.
** The filing fee, calculated in accordance with Regulation 0-11 under the Securities Exchange Act of 1934, as amended, equals the proposed maximum aggregate value of the transaction described above multiplied by 0.0001364.
x Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $11,525.41
Form or Registration No.: Schedule 14A — Preliminary Proxy Statement
Filing Party: MEMSIC, Inc.
Date Filed: May 21, 2013
Introduction
This Amendment No. 5 to the Rule 13E-3 Transaction Statement (as amended to date, the “Transaction Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by: (i) MEMSIC, Inc., a Delaware corporation (the “Company”); (ii) MZ Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”); (iii) MZ Investment Holdings Merger Sub Limited, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”); (iv) IDG-Accel China Growth Fund II L.P., a limited partnership organized under the laws of the Cayman Islands, IDG-Accel China Investors II L.P., a limited partnership organized under the laws of the Cayman Islands, IDG Technology Venture Investments, L.P., a limited partnership organized under the laws of the State of Delaware, IDG Technology Venture Investments, LLC, a limited liability company organized under the laws of the State of Delaware, IDG Technology Venture Investment III, L.P., a limited partnership organized under the laws of the State of Delaware, and IDG-Accel China Capital II L.P., a limited partnership organized under the laws of the Cayman Islands (collectively, “IDG”); and (v) sixteen executive officers and employees of the Company and its subsidiaries, including Dr. Yang Zhao, Ph.D., Dr. Paul Zavracky, Ph.D., Patricia Niu, Yongyao Cai, Noureddine Hawat, Alexander Dribinsky, Dr. Eric Chojnacki, Ph.D., James Fennelly, Dr. Dong An, Ph.D., Lei Zhang, Wei Zhang, Haidong Liu, Leyue Jiang, John Newton, Jose Rios and Cheryl Merino (collectively, and together with IDG, the “Rollover Holders”).
This Amendment No. 5 to the Transaction Statement is being filed with the SEC solely to amend Item 16 of the Schedule 13E-3 to add as exhibit (a)(7) the press release issued by the Company on September 6, 2013 and filed with the SEC on Schedule 14A as definitive additional soliciting materials. The press release announces the recommendations of ISS Proxy Advisory Services, Egan-Jones Proxy Services and Glass, Lewis & Co., LLC that the Company’s stockholders vote “FOR” (1) the proposal to adopt the merger agreement by and among the Company, Parent and Merger Sub at the Company’s special meeting of stockholders scheduled for September 16, 2013; (2) approval, on a non-binding basis, of certain compensation arrangements for MEMSIC’s named executive officers in connection with the merger; and (3) the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.
Except as set forth in this Amendment No. 5 to the Transaction Statement, all information in the Transaction Statement remains unchanged.
Item 16. Exhibits
Regulation M-A Item 1016
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(a)(1) |
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Revised definitive proxy statement for the special meeting of the stockholders of MEMSIC, Inc., incorporated herein by reference to the Schedule 14A filed by MEMSIC, Inc. with the Securities and Exchange Commission (the “SEC”) on August 8, 2013 (the “Proxy Statement”). |
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(a)(2) |
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Form of Proxy Card for shareholders of MEMSIC, Inc. Common Stock, filed with the SEC together with the Proxy Statement. |
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(a)(3) |
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Letter to stockholders of MEMSIC Inc., filed with the SEC together with the Proxy Statement. |
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(a)(4) |
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Notice of Special Meeting to stockholders of MEMSIC, Inc. filed with the SEC together with the Proxy Statement. |
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(a)(5) |
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Equity Commitment Letter dated as of April 22, 2013 by and between MZ Investment Holdings Limited and IDG-Accel China Capital II L.P. (filed as Exhibit 7.04 to Schedule 13D, Amendment No. 1 filed by IDG and certain of its affiliates with respect to MEMSIC, Inc. on April 25, 2013, and incorporated herein by reference) |
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(a)(6) |
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Press Release dated as of April 23, 2013 (filed as Exhibit 99.1 to MEMSIC Inc.’s Current Report on Form 8-K filed April 23, 2013 and incorporated herein by reference). |
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(a)(7) |
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Press Release, dated as of September 6, 2013 (filed as additional definitive proxy soliciting material on Schedule 14A dated September 6, 2013 and incorporated herein by reference). |
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(c)(1) |
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Opinion of RBC Capital Markets, LLC (attached as Annex B to the Proxy Statement and incorporated herein by reference). |
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†(c)(2) |
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Fairness Opinion Presentation to the Special Committee, dated as of April 22, 2013, prepared by RBC Capital Markets, LLC. |
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††(c)(3) |
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Process Update presentation materials, dated as of May 3, 2012, prepared by RBC Capital Markets, LLC. |
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††(c)(4) |
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Process Update presentation materials, dated as of June 28, 2012, prepared by RBC Capital Markets, LLC. |
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††(c)(5) |
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Discussion Materials, dated as of November 14, 2012, prepared by RBC Capital Markets, LLC. |
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††(c)(6) |
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Process Update Discussion Materials, dated as of December 18, 2012, prepared by RBC Capital Markets, LLC. |
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†(c)(7) |
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Preliminary Discussion Materials, dated as of December 20, 2012, prepared by RBC Capital Markets, LLC. |
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††(c)(8) |
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Presentation Materials, dated as of February 15, 2013, prepared by RBC Capital Markets, LLC. |
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(d)(1) |
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Agreement and Plan of Merger dated as of April 22, 2013, by and among Parent, Merger Sub and MEMSIC, Inc. (attached as Annex A to the Proxy Statement and incorporated herein by reference). |
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(d)(2) |
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Form of Contribution Agreement, dated as of April 22, 2013, entered into by and among MZ Investment Holdings Limited and each Rollover Holder (filed as Exhibit 7.05 to Schedule 13D, Amendment No. 1 filed by IDG and certain of its affiliates with respect to MEMSIC, Inc. on April 25, 2013 and incorporated herein by reference). |
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(d)(3) |
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Form of Voting Agreement, dated as of April 22, 2013, entered into by and among MEMSIC, Inc., MZ Investment Holdings Limited and certain of the Rollover Holders (filed as Exhibit 7.06 to Schedule 13D, Amendment No. 1 filed by IDG and certain of its affiliates with respect to MEMSIC, Inc. on April 25, 2013 and incorporated herein by reference). |
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(d)(4) |
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Limited Guaranty dated as of April 22, 2013 by and between IDG-Accel China Capital II L.P. and MEMSIC, Inc. (filed as Exhibit 7.07 to Schedule 13D, Amendment No. 1 filed by IDG and certain of its affiliates with respect to MEMSIC, Inc. on April 25, 2013, and incorporated herein by reference). |
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†(d)(5) |
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Power of Attorney regarding amendments to Schedule 13E-3, dated as of May 20, 2013, granted by Dr. Yang Zhao, Ph.D., Dr. Paul Zavracky, Ph.D., Mr. John Newton, Mr. Yongyao Cai, Mr. Noureddine Hawat, Mr. Alexander Dribinsky, Dr. Eric Chojnacki, Ph.D., Mr. Xianfeng Ding, Mr. James Fennelly, Mr. Jose Rios, Ms. Cheryl Merino, Dr. Dong An, Ph.D., Ms. Lei Zhang, Mr. Wei Zhang, Mr. Haidong Liu and Mr. Leyue Jiang, in favor of Ms. Patricia Niu. |
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††(d)(6) |
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Amendment to Voting and Contribution Agreements, dated as of July 3, 2013, by and among MEMSIC, Inc., MZ Investment Holdings Limited, Mr. Alexander Dribinsky and IDG. |
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(f)(1) |
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Dissenters’ appraisal rights are described under the caption “APPRAISAL RIGHTS” in the Proxy Statement, incorporated herein by reference. |
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(f)(2) |
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Annex C to the Proxy Statement, entitled “Section 262 of the Delaware General Corporation Law,” is incorporated herein by reference. |
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† |
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Previously filed with the Schedule 13E-3 on May 21, 2013. |
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†† |
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Previously filed with Amendment No. 1 to the Schedule 13E-3 on July 3, 2013. |
SIGNATURE
After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of September 6, 2013
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MEMSIC, INC. | |
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By: |
/s/ Patricia Niu |
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Name: |
Patricia Niu |
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Title: |
Chief Financial Officer |
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MZ Investment Holdings Limited | |
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By: |
/s/ Dr. Quan Zhou, Ph.D. |
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Name: |
Dr. Quan Zhou, Ph.D. |
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Title: |
Director |
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MZ Investment Holdings Merger Sub Limited | |
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By: |
/s/ Dr. Quan Zhou, Ph.D. |
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Name: |
Dr. Quan Zhou, Ph.D. |
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Title: |
Director |
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IDG-Accel China Capital II L.P. | |
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By: IDG-Accel China Capital II Associates L.P, | |
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its General Partner | |
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By: IDG-Accel China Capital GP II Associates Ltd., | |
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its General Partner | |
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By: |
/s/ Dr. Quan Zhou, Ph.D. |
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Name: |
Dr. Quan Zhou, Ph.D. |
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Title: |
Authorized Signatory |
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IDG-Accel China Growth Fund II L.P. | |
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By: IDG-Accel China Growth Fund II Associates L. P., | |
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its General Partner | |
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By: IDG-Accel China Growth Fund GP II Associates Ltd., | |
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its General Partner | |
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By: |
/s/ Dr. Quan Zhou, Ph.D. |
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Name: |
Dr. Quan Zhou, Ph.D. |
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Title: |
Authorized Signatory |
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IDG-Accel China Investors II L.P. | |
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By: IDG-Accel China Growth Fund GP II Associates Ltd., | |
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its General Partner | |
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By: |
/s/ Dr. Quan Zhou, Ph.D. |
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Name: |
Dr. Quan Zhou, Ph.D. |
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Title: |
Authorized Signatory |
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IDG Technology Venture Investments, LP | |
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By: IDG Technology Venture Investments, LLC, | |
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its General Partner | |
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By: |
/s/ Dr. Quan Zhou, Ph.D. |
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Name: |
Dr. Quan Zhou, Ph.D. |
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Title: |
Authorized Signatory |
[Signature Page to Schedule 13E-3, Amendment No. 5]
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IDG Technology Venture Investments, LLC | |
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By: |
/s/ Dr. Quan Zhou, Ph.D. |
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Name: |
Dr. Quan Zhou, Ph.D. |
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Title: |
Authorized Signatory |
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IDG Technology Venture Investment III, L.P. | |
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By: IDG Technology Venture Investment III, LLC, | |
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its General Partner | |
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By: |
/s/ Dr. Quan Zhou, Ph.D. |
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Name: |
Dr. Quan Zhou, Ph.D. |
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Title: |
Authorized Signatory |
[Signature Page to Schedule 13E-3, Amendment No. 5]
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/s/ Patricia Niu |
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Patricia Niu, as attorney-in-fact for Yang Zhao |
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/s/ Patricia Niu |
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Patricia Niu, as attorney-in-fact for Paul Zavracky |
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/s/ Patricia Niu |
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Patricia Niu |
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/s/ Patricia Niu |
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Patricia Niu, as attorney-in-fact for John Newton |
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/s/ Patricia Niu |
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Patricia Niu, as attorney-in-fact for Yongyao Cai |
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/s/ Patricia Niu |
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Patricia Niu, as attorney-in-fact for Noureddine Hawat |
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/s/ Patricia Niu |
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Patricia Niu, as attorney-in-fact for Alexander Dribinksy |
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/s/ Patricia Niu |
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Patricia Niu, as attorney-in-fact for Eric Chojnacki |
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/s/ Patricia Niu |
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Patricia Niu, as attorney-in-fact for James Fennelly |
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/s/ Patricia Niu |
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Patricia Niu, as attorney-in-fact for Jose Rios |
[Signature Page to Schedule 13E-3, Amendment No. 5]
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/s/ Patricia Niu |
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Patricia Niu, as attorney-in-fact for Cheryl Merino |
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/s/ Patricia Niu |
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Patricia Niu, as attorney-in-fact for Dong An |
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/s/ Patricia Niu |
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Patricia Niu, as attorney-in-fact for Lei Zhang |
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/s/ Patricia Niu |
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Patricia Niu, as attorney-in-fact for Wei Zhang |
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/s/ Patricia Niu |
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Patricia Niu, as attorney-in-fact for Haidong Liu |
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/s/ Patricia Niu |
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Patricia Niu, as attorney-in-fact for Leyue Jiang |
[Signature Page to Schedule 13E-3, Amendment No. 5]