Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Feihe International Inc | v209855_8k.htm |
| EX-99.1 - PRESS RELEASE - Feihe International Inc | v209855_ex99-1.htm |
EXECUTION COPY
REDEMPTION
AGREEMENT
THIS REDEMPTION AGREEMENT
(this “Agreement”) is
made and entered into as of February 1, 2011, by and among Feihe International
Inc., a Utah corporation (“Company”), and each of the
persons identified in the first column from the left of Schedule A attached
hereto (each a “Redeemed
Party” and collectively the “Redeemed
Parties”).
WHEREAS, the Company and the
Redeemed Parties (in the case of Sequoia Capital US Growth Fund IV. L.P., its
predecessors) entered into or became a party through due assignment to that
certain subscription agreement, dated as of August 11, 2009 (the “Subscription Agreement”),
pursuant to which each Redeemed Party purchased or was assigned the number of
issued and outstanding shares of common stock, US$0.001 par value per share, of
the Company (the “Common
Stock”) set forth in the sixth column from the left of Schedule A attached
hereto, opposite the name of such Redeemed Party (such shares of Common Stock
collectively, the “Redemption
Shares”).
WHEREAS, the Redeemed Parties
desire that the Company (or any of its designated subsidiaries, variable
interest entities or affiliates (each, a “Company Designee”)) purchase
and redeem all of the Redemption Shares; and
WHEREAS, the Company desires
to purchase and redeem (directly or through a Company Designee) all of the
Redemption Shares from the Redeemed Parties on the terms and conditions
hereinafter set forth; and
NOW, THEREFORE, in
consideration of the foregoing, of the mutual promises herein contained and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Transactions and
Closing
(a) The
Transactions. On each Closing Date (as defined below) and
subject to the terms and conditions set forth in this Agreement, each Redeemed
Party shall sell, assign, transfer and deliver to the Company (or any Company
Designee), and the Company (or such Company Designee) shall redeem and purchase
from such Redeemed Party, the number of Redemption Shares set forth in the
second to fifth columns, as applicable, from the left of Schedule A attached
hereto, opposite the name of such Redeemed Party. In the event that
the Company (or any Company Designee), at any time when any Redemption Shares
remain issued and outstanding, changes the number of shares of Common Stock or
securities convertible or exchangeable into or exercisable for Common Stock
issued and outstanding as a result of a reclassification, stock split (including
a reverse stock split), stock dividend or distribution, recapitalization,
merger, issuer tender or exchange offer, or other similar transaction, the
number of Redemption Shares then outstanding shall be equitably
adjusted.
(b) Closing.
(i) Time and
Place. The transactions contemplated hereunder shall be
consummated in four (4) closings (the “Closings”, and each a “Closing”). The
Closings shall take place at the offices of Skadden, Arps, Slate, Meagher &
Flom LLP, 30th Floor, Tower 2, China World Trade Center, No. 1 Jianguomenwai
Avenue, Beijing, China at 9:00 AM Beijing time on dates selected by the Company
(each a “Closing Date”),
provided that (i) such
dates fall within 30 days after March 31, 2011, September 30, 2011, December 31,
2011 and March 31, 2012 respectively, and (ii) the Company shall have provided
written notice to each Redeemed Party of each Closing Date selected by the
Company at least three (3) business days prior to such date. For the
avoidance of doubt, the first Closing shall occur on a date between March 31,
2011 and April 30, 2011; the second Closing shall occur between September 31,
2011 and October 30, 2011; the third Closing shall occur between December 31,
2011 and January 30, 2012; and the fourth Closing shall occur between March 31,
2012 and April 30, 2012. Notwithstanding the foregoing, the Company shall have
the right to accelerate any Closing Date to a date prior to such Closing Date,
provided that the
Company shall have provided written notice to each Redeemed Party of such date
at least three (3) business days prior to such date.
(ii) Deliverables at
Closing. At each Closing, (i) each Redeemed Party shall deliver to the
Company (or any Company Designee) the original stock certificate representing
the Redemption Shares held by such Redeemed Party immediately prior to such
Closing, together with a duly executed Assignment Separate from Certificate in
the form of attached Exhibit A
representing the number of Redemption Shares to be sold, assigned, transferred
and delivered to the Company (or any Company Designee) at such Closing pursuant
to Section 1(a); and (ii) the Company (or any Company Designee) shall (A) pay to
each Redeemed Party, as full and complete consideration for such Redemption
Shares, an amount equal to the sum of (x) the amount set forth in the seventh
column from the left of Schedule A attached
hereto opposite the name of such Redeemed Party (the “Principal”) and (B) the
interest amount accrued on a daily basis on the Principal at the rate of 1.5%
per annum, compounded annually from August 27, 2009 until such Closing Date, by
wire transfer of immediately available funds in United States dollars to a bank
account designated by such Redeemed Party, and (B) other than the 4th or
final Closing on Schedule A, issue and
deliver to each Redeemed Party an original stock certificate representing the
outstanding number of Redemption Shares to be held by such Redeemed Party
immediately after such Closing.
2. Representations
and Warranties of the Redeemed Parties. Each
Redeemed Party, severally and not jointly, represents and warrants to the
Company as of the date of this Agreement and as of each Closing Date,
that:
(a) The
Redeemed Party has the full, absolute and entire power and legal right to
execute and deliver and perform its obligations under this
Agreement.
(b) The
execution, delivery and performance of this Agreement have been duly authorized
by all necessary corporate action on the part of the Redeemed Party and this
Agreement constitutes a legal, valid and binding obligation of the Redeemed
Party enforceable against the Redeemed Party in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar laws of general application
affecting enforcement of creditors' rights generally and (ii) the availability
of the remedy of specific performance or injunctive or other forms of equitable
relief may be subject to equitable defenses and would be subject to the
discretion of the court before which any proceeding therefor may be
brought.
(c) The
Redeemed Party is the record owner of the Shares and has good and marketable
title thereto, free and clear of any and all liens, pledges, restrictions,
options, rights of first refusal, encumbrances, charges, agreements or claims of
any kind whatsoever.
(d) The
Redeemed Party has had access to the books and financial and operational records
of the Company and to all of the documents and information relating to the
operations and activities of the Company. Prior to the execution of
this Agreement, the Redeemed Party has examined, or has had the opportunity to
examine, such books, records, documents, and information to such Redeemed
Party’s satisfaction, and has been given the opportunity to ask, and has asked
and received answers to, any questions such Redeemed Party has concerning any
and all aspects of the operations and activities of the
Company.
3. Representations
and Warranties of the Company.
The Company represents and warrants to each Redeemed Party as of the date of
this Agreement and as of each Closing Date, that:
(a) The
Company is a corporation duly organized and validly existing and has full
corporate power and authority to execute and deliver and perform its obligations
under this Agreement.
(b) The
execution, delivery and performance of this Agreement have been duly authorized
by all necessary corporate action on the part of the Company and this Agreement
constitutes a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and other similar laws of general application affecting enforcement
of creditors' rights generally and (ii) the availability of the remedy of
specific performance or injunctive or other forms of equitable relief may be
subject to equitable defenses and would be subject to the discretion of the
court before which any proceeding therefor may be brought.
(c) The
consummation by the Company of the transactions contemplated by this Agreement
or compliance with the provisions hereunder by the Company will not (i) conflict
with or result in any breach of any provision of the articles of incorporation
or bylaws of the Company, each as amended to date, (ii) require any permit,
authorization, consent or approval of, any governmental entity, or (iii) violate
any order, writ, injunction, decree, statute, rule, regulation, or securities
exchange rule applicable to the Company, including, without limitation, Section
16.10a.640 of the Utah Revised Business Corporation Act.
4. Conditions
Precedent.
(a) Conditions Precedent to the
Obligations of the Company. The
obligations of the Company to proceed to each Closing and consummate the
transactions at such Closing contemplated by this Agreement are subject to
satisfaction, or waiver in writing by the Company, of the following
conditions:
(i) The
representations and warranties of each of the Redeemed Parties set forth in
Section 2 shall be true and correct as of the Closing Date of such
Closing.
(ii) No
judgment, order, law, rule or regulation, entered, enacted, enforced or issued
against any of the Redeemed Parties by any governmental authority shall be in
effect as of the Closing Date of such Closing preventing the consummation of any
of the transactions contemplated by this Agreement at such Closing.
(b) Conditions Precedent to the
Obligations of the Redeemed Parties. The
obligations of each Redeemed Party to proceed to each Closing and consummate the
transactions at such Closing contemplated by this Agreement are subject to
satisfaction, or waiver in writing by such Redeemed Party, of the following
conditions:
(i) The
representations and warranties of the Company set forth in Section 3 shall be
true and correct as of the Closing Date of such Closing.
(ii) No
judgment, order, law, rule or regulation, entered, enacted, enforced or issued
against the Company by any governmental authority shall be in effect as of the
Closing Date of such Closing preventing the consummation of any of the
transactions contemplated by this Agreement at such Closing.
5. Termination. This
Agreement may be terminated and the transactions contemplated hereunder, other
than the transactions the Closing(s) of which have already occurred, abandoned
at any time prior to the fourth and final Closing only as follows:
(a) by
any Redeemed Party, with respect to such Redeemed Party, if (i) all conditions
to a Closing set forth in Section 4(a) have been satisfied, and (ii) the Company
fails to consummate the transaction contemplated at such Closing under this
Agreement in compliance with Section 1(b), the delay of which exceeds 30
days; or
(b) by
the Company, if (i) all conditions to a Closing set forth in Section 4(b) have
been satisfied, and (ii) the Redeemed Parties fail to consummate the transaction
contemplated at such Closing under this Agreement in compliance with Section
1(b), the delay of which exceeds 30 days; or
(c) by
mutual agreement of the Company and the Redeemed Parties.
6. Effect
of Termination. If
this Agreement is terminated pursuant to Section 5, this Agreement shall be of
no effect with no liability on the part of any party hereto, except (i) that the
provisions set forth in Sections 6, 8, 9, 10, 13, 14 and 15, shall survive the
termination hereof and (ii) that no such termination shall relieve any party of
any liability or damages resulting from any breaches by that party of this
Agreement prior to such termination.
7. Reasonable
Best Efforts. Upon the terms and subject to the conditions set
forth in this Agreement, each of the parties agrees to use its reasonable best
efforts to take, or cause to be taken, all actions, and to do, or cause to be
done, and to assist and cooperate with the other parties in doing, all things
necessary, proper or advisable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated hereunder,
including using reasonable best efforts to accomplish the following: (a) the
taking of all acts necessary to cause the conditions to each Closing to be
satisfied as promptly as reasonably practicable, (b) the making of all necessary
registrations and filings with any governmental authority or stock exchange, (c)
the obtaining of all necessary consents, approvals or waivers from the parties
hereto or any third parties, (d) the execution and delivery of any additional
instruments necessary to consummate and to fully carry out the purposes of the
transactions contemplated hereunder. In the event that the Company
may seek financing from a third party investor, provided (x) the Company has
timely made the payment in full at the first Closing in compliance with Section
1(b)(ii) and (y) at the time of notice by the Company to the Redeemed Parties
summarizing the material terms of such financing, the Company has not breached
any representation, warranty, covenant or obligation of the Company under this
Agreement, then the Redeemed Parties shall give written consent to such
financing under Section 8.2 of the Subscription Agreement within five (5)
business days after receipt of such notice.
8. Termination
of Certain Rights. From the date hereof, all rights and
obligations set forth in Section 8.6 of the Subscription Agreement are
immediately terminated and of no further force and effect.
9. Adjustment
of Interest Rate. With
respect to the transactions contemplated at each Closing by this Agreement, in
the event that such Closing does not occur in compliance with Section 1(b), if
the conditions set forth in Section 4(a) are satisfied, the interest rate under
Section 1(b) hereof shall be increased from 1.5% to 10% per annum, compounded
annually for the entire period commencing from August 27, 2009 until the date of
such Closing. For the sake of clarity, such increased interest will
only accrue as to the amount that the Company would be required to pay to
Sequoia at such Closing, and not any amounts that would only be required to be
paid at a future Closing.
10. Notices. All
notices and other communications hereunder shall be in writing and shall be
deemed given only when received by the intended recipient thereof and only if
sent by certified mail, an overnight courier service, delivered personally or by
facsimile or other electronic transmission (including electronic
correspondence), to the parties at the following addresses (or at such other
address for a party as shall be specified by such party by like
notice):
if to the
Redeemed Parties, to:
Room
2408, Air China Plaza
No. 36
Xiaoyun Road
Chaoyang
District, Beijing 100027, PRC
Attention:
George Xu
Fax:
+86(10) 8447 5669
Email: xu@sequoiacap.com
and
300 Sand
Hill Road, 4-250
Menlo
Park, CA 94250, USA
Attention:
Melinda Dunn
Fax:
+1(650) 854 2977
Email:
melinda@sequoiacap.com
with a
copy to:
Suite
2215, Two Pacific Place
88
Queensway, Hong Kong, PRC
Attention:
Jimmy Wong
Fax: +852
2501 5249
Email:
wong@sequoiacap.com
and
Skadden,
Arps, Slate, Meagher & Flom LLP
30th
Floor, Tower 2, China World Trade Center
No. 1
Jianguomenwai Avenue, Beijing 100004
The
People’s Republic of China
Attention:
Peter Huang, Esq.
Fax:
+86(10) 6535 5577
Email:
peter.huang@skadden.com
if to the
Company, to:
Feihe
International Inc.
Star City
International Building
10
Jiuxianqiao Road, C-16th Floor
Chaoyang
District, Beijing, PRC
Attention:
Mr. Leng You-Bin
Fax:
+86(10) 8456 7768
Email:
lengyoubin@feihe.com
with a
copy to:
DLA Piper
LLP (US)
701 Fifth
Avenue, Suite 7000
Seattle,
WA 98104-7044, USA
Attention: Matthew
D. Adler
Andrew
Ledbetter
Fax:
+1(206)494 1800
Email: matt.adler@dlapiper.com
andrew.ledbetter@dlapiper.com
11. Fees
and Expenses. All
costs and expenses incurred in connection with this Agreement and the
consummation of the transactions contemplated hereby shall be paid by the party
incurring such expenses.
12. Transfer
Documents. Each
of the Redeemed Parties and the Company shall (i) make such other agreements and
execute such other documents as the parties determine necessary to effectuate
the transactions contemplated by this Agreement, and (ii) provide the other
party with such additional information and documents as may reasonably be
requested in connection with the purchase and sale of the Redemption Shares
hereunder.
13. Governing
Law and Dispute Resolution. This
Agreement shall be governed by, and construed in accordance with, the
substantive laws of the State of New York, without regard to New York choice of
law rules. Any dispute arising out of or in connection with this
Agreement shall be referred to the Hong Kong International Arbitration Centre in
Hong Kong. The arbitration proceedings shall be conducted in English pursuant to
the Arbitration Rules of the United Nations Commission on International Trade
Law, as currently in effect and a decision rendered by the arbitral tribunal in
such proceedings shall be final and binding on the parties. All
rights to apply or appeal to any court on a preliminary or other point of law
are excluded; provided,
however, that nothing
herein shall limit the ability of a party to seek specific performance or
interim injunctive relief in any court of competent
jurisdiction.
14. Specific
Performance. Each
of the Company, on the one side, and the Redeemed Parties, on the other side,
acknowledges that the other party would suffer irreparable damage and would not
have an adequate remedy at law for money damages in the event that any of the
covenants or agreements set forth in this Agreement were not performed by it or
them, as the case may be, in accordance with its terms. Therefore,
each party agrees that each of the parties shall be entitled to specific
performance, injunctive and other equitable relief in addition to any other
remedy to which it may be entitled at law or in equity (without the necessity of
proving the inadequacy as a remedy of money damages or the posting of a bond or
other security).
15. Invalidity
or Unenforceability. If
any provision of this Agreement is held to be illegal, invalid or unenforceable
under the present or future laws effective during the term of this Agreement,
such provision will be fully severable; this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised a part of this Agreement; and the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance from this
Agreement. Furthermore, in lieu of such illegal, invalid or
unenforceable provision, a Court of competent jurisdiction may add or modify, as
a part of this Agreement, a provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and be legal, valid and
enforceable.
16. Assignment.
The rights and obligations of the parties hereto shall inure to the benefit of
and shall be binding upon the authorized successors and permitted assigns of
each party. No party may (a) assign its rights or obligations under this
Agreement, in whole or in part, or (b) designate another person (i) to perform
all or part of its obligations under this Agreement or (ii) to have all or part
of its rights and benefits under this Agreement (each, an “Assignment”), in each case
without the prior written consent of the other parties; provided, however, that each Redeemed
Party may effect an Assignment to an Affiliate in a transaction complying with
applicable securities laws without the prior written consent of the Company, if
such Assignment does not affect the obligations of such Redeemed Party
hereunder; provided
further,
however, that the Company may effect an Assignment to a Company Designee
without the prior written consent of the Redeemed Parties. In the
event of any Assignment in accordance with the terms of this Agreement, the
assignee shall specifically assume and be bound by the provisions of the
Agreement.
17. Change;
Waiver. No
change or modification of this Agreement shall be valid unless the same is in
writing and signed by the parties hereto. No waiver of any provision
of this Agreement shall be valid unless in writing and signed by the party
waiving its rights. The failure of either party at any time to insist
upon, or any delay by either party at any time to insist upon, strict
performance of any condition, promise, agreement or understanding set forth
herein shall not be construed as a waiver or relinquishment of the right to
insist upon strict performance of the same condition, promise, agreement or
understanding at a future time.
18. Entire
Agreement. This
Agreement sets forth all of the promises, agreements, conditions, understandings
and covenants between the parties hereto with respect to the subject matter
referred to herein, and there are no promises other than as set forth
herein. Any and all prior agreements with respect to such subject
matter are hereby revoked. This Agreement is, and is intended by the
parties to be, an integration of any and all prior agreements or understandings,
oral or written, with respect to such subject matter.
19. No
Third Party Rights. This
Agreement is intended solely for the benefit of the parties hereto and their
respective successors and permitted assigns and is not intended to confer any
benefits upon, or create any rights in favor of, any other person.
20. Time
of the Essence. Each
of the parties hereto hereby agrees that, with regard to all dates and time
periods set forth or referred to in this Agreement, time is of the
essence.
21. Headings. The
headings and other captions in this Agreement are for convenience and reference
only and shall not be used in interpreting, construing or enforcing any of the
provisions of this Agreement.
22. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one instrument.
Execution and delivery of this Agreement by facsimile or other electronic
transmission in PDF format shall be deemed due execution and delivery for all
purposes.
[The remainder of
this page is intentionally left blank]
EXECUTION COPY
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above
written.
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FEIHE
INTERNATIONAL, INC.
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By:
/s/
Leng
You-Bin
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Name:
Leng You-Bin
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Title:
Chief Executive Officer
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[Signature
page to Redemption Agreement]
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SEQUOIA
CAPITAL CHINA I, L.P.
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SEQUOIA
CAPITAL CHINA PARTNERS FUND I, L.P.
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SEQUOIA
CAPITAL CHINA PRINCIPALS FUND I, L.P.
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By:
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Sequoia
Capital China Management I, L.P.,
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A
Cayman Islands Exempted Limited partnership,
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General
Partner of Each
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By:
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SC
China Holding Limited
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A
Cayman Islands Exempted Limited partnership
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General
Partner of Each
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/s/ Jimmy
Wong
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Name:
Jimmy Wong
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Title: Authorized
Signatory
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SEQUOIA
CAPITAL CHINA GROWTH FUND I, L.P.
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SEQUOIA
CAPITAL CHINA GROWTH PARTNERS FUND I, L.P.
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SEQUOIA
CAPITAL CHINA GF PRINCIPALS FUND I, L.P.
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By:
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Sequoia
Capital China Growth Fund Management I, L.P.
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A
Cayman Islands Exempted Limited partnership,
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General
Partner of Each
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By:
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SC
China Holding Limited
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A
Cayman Islands Exempted Limited partnership
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General
Partner of Each
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/s/ Jimmy
Wong
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Name:
Jimmy Wong
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Title: Authorized
Signatory
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[Signature
page to Redemption Agreement]
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SEQUOIA
CAPITAL US GROWTH FUND IV, L.P.
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SEQUOIA
CAPITAL USGF PRINCIPALS FUND IV, L.P.
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By:
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SCGF
IV Management, L.P.
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A
Cayman Islands exempted limited partnership
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General
Partner of Each
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By:
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SCGF
GenPar, Ltd
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A Cayman
Islands limited liability company
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Its
General Partner
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/s/ Scott
Carter
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Name:
Scott Carter
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Title: Managing
Director
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[Signature
page to Redemption Agreement]
SCHEDULE
A
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Redemption
Shares to be redeemed at:
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Redeemed
Party
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1st
Closing
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2nd
Closing
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3rd
Closing
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4th
Closing
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Redemption
Shares (Total)
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Principal
for each Closing (US$)
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Total
Purchase Price (US$)
|
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Sequoia
Capital China I, L.P.
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24,613
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24,612
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24,613
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24,612
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98,450
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590,700.00
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2,362,800.00
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Sequoia
Capital China Partners Fund I, L.P.
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2,828
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2,828
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2,828
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2,828
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11,312
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67,875.00
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271,500.00
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Sequoia
Capital China Principals Fund I, L.P.
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3,809
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3,810
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3,809
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3,810
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15,238
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91,425.00
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365,700.00
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Sequoia
Capital China Growth Fund I, L.P.
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363,417
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363,416
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363,417
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363,416
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1,453,666
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8,721,997.50
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34,887,990.00
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Sequoia
Capital China Growth Partners Fund I, L.P.
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8,666
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8,667
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8,666
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8,667
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34,666
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207,997.50
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831,990.00
|
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Sequoia
Capital China GF Principals Fund I, L.P.
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44,583
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44,584
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44,583
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44,584
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178,334
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1,070,002.50
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4,280,010.00
|
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Sequoia
Capital US Growth Fund IV, L.P.
|
199,667
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199,667
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199,667
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199,666
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798,667
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4,792,000.50
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19,168,002.00
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Sequoia
Capital USGF Principals Fund IV, L.P.
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8,667
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8,666
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8,667
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8,667
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34,667
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208,002.00
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832,008.00
|
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Total
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656,250
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656,250
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656,250
|
656,250
|
2,625,000
|
15,750,000
|
63,000,000.00
|
Exhibit A
ASSIGNMENT
SEPARATE FROM CERTIFICATE
FOR VALUE
RECEIVED, the undersigned hereby assigns, transfers and conveys to
________________ an aggregate of ______________ shares of common stock of Feihe
International, Inc., a Utah corporation (the “Company”), pursuant that
certain redemption agreement dated January __, 2011 (the “Redemption Agreement”) by and
among the Company and the Redeemed Parties (as defined in the Redemption
Agreement), standing in the name of the undersigned on the books of the Company,
represented by Certificate No. _____ for _______________ shares, delivered
herewith, and hereby irrevocably constitutes and appoints Progressive Transfer
Co. to transfer said shares on the books of the Company with full power of
substitution in the premises.
EXECUTED
this _______ day of _______________, 20____.
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Redeemed
Holder: _____________________________
By:
________________________________________
Name:
______________________________________
Its:
________________________________________
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