Report of Foreign Issuer (6-k)
2016年2月9日 - 3:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2016
Commission Filing Number: 001-14812
GLOBAL-TECH
ADVANCED INNOVATIONS INC.
(Translation of registrants name into English)
12/F., Kin Teck Industrial Building, 26 Wong Chuk Hang Road, Aberdeen, Hong Kong
(Address of principal executive offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7): ¨
Indicate by check mark whether by furnishing the information contained in
this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No
x
If Yes is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
On February 5, 2016, Global-Tech Advanced Innovations Inc. issued a press release announcing
the record date and the date of the extraordinary general meeting of its shareholders. A copy of the press release is attached hereto as Exhibit 99.1.
SIGNATURE
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Global-Tech Advanced Innovations Inc. |
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By: |
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/s/ Brian Yuen |
Name: |
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Brian Yuen |
Title: |
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Assistant Secretary |
Date: February 8, 2016
EXHIBIT INDEX
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Exhibit No. |
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Description |
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Exhibit 99.1 |
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Press Release dated February 5, 2016 |
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Exhibit 99.1
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Release: |
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IMMEDIATE RELEASE |
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Contact: |
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Cecilia Au-Yeung |
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Global-Tech Advanced Innovations Inc. |
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Telephone: Hong Kong (852) 2814-0601 |
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investorrelations@global-webpage.com |
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Web Page: |
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http://global-webpage.newshq.businesswire.com |
GLOBAL-TECH ADVANCED INNOVATIONS ANNOUNCES EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Hong Kong, February 5, 2016 Global-Tech Advanced Innovations Inc. (NASDAQ: GAI) (the Company) today announced that it has called an
extraordinary general meeting of its shareholders (the EGM), to be held on March 17, 2016 at 10:30 a.m. (Hong Kong time), at 12/F., Kin Teck Industrial Building, 26 Wong Chuk Hang Road, Aberdeen, Hong Kong, to consider and vote on,
among other matters, the proposal to authorize and approve the previously announced agreement and plan of merger dated as of December 4, 2015 (the Merger Agreement), among the Company, Timely Star Limited
(Parent) and Timely Merit Limited (Merger Sub), the articles of merger and plan of merger required to be filed with the Registrar of Corporate Affairs of the British Virgin Islands as provided in Section 171(2) of the
BVI Companies Act, 2004 of the British Virgin Islands (together, the Plan of Merger), and the transactions contemplated thereby, including the Merger (as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, Merger Sub will be merged with and into the Company (the Merger) with the Company
continuing as the surviving corporation. If completed, the proposed Merger would result in the Company becoming a privately-held company and the ordinary shares of the Company will no longer be listed on the Nasdaq Stock Market LLC. The
Companys board of directors, acting upon the unanimous recommendation of a special committee of the Companys board of directors composed entirely of independent directors who are unaffiliated with Parent, Merger Sub or any member of the
buyer group or management of the Company, authorized and approved the Merger Agreement, the Plan of Merger and the transactions contemplated thereby (including the Merger) and resolved to recommend that the Companys shareholders vote FOR,
among other things, the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the transactions contemplated thereby (including the Merger).
Shareholders of record at the close of business in the British Virgin Islands on February 22, 2016 will be entitled to attend and vote at the EGM.
Additional information regarding the EGM and the Merger Agreement can be found in the transaction statement on Schedule 13E-3, as amended, and the definitive proxy statement attached as Exhibit (a)-(1) thereto, filed with the U.S.
Securities and Exchange Commission (the SEC), which can be obtained, along with other filings containing information about the Company, the proposed Merger and related matters, without charge, from the SECs website (www.sec.gov).
Requests for additional copies of the definitive proxy statement should be directed to American Stock Transfer & Trust Company, LLC, the Companys proxy solicitor, at +1-800-934-5449. SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS.
Kin Teck Industrial
Building
12/F 26 Wong Chuk Hang Road
Aberdeen, Hong Kong
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(852) 2814-0601 |
(852) 2873-0591 |
This announcement is neither a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to
sell any securities and it is not a substitute for any proxy statement or other filings that have been or will be made with the SEC.
About Global-Tech
Advanced Innovations Inc.
Global-Tech Advanced Innovations Inc. is a holding company, owning subsidiaries that manufacture and market electronic
components and other related products, such as complementary metal oxide semiconductor (CMOS) camera modules (CCMs). The primary focus of its subsidiaries is to develop and market high-quality products for the communications industry in China and
export such products to markets in other countries throughout the world.
Safe Harbor: Forward-Looking Statement
Except for historical information, certain statements contained herein are forward-looking statements that are made
pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as expects, anticipates, intends, plans, believes, seeks,
should, estimates, or variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, among others, those concerning expected benefits and
costs of the proposed Merger; management plans relating to the Merger; the expected timing of the completion of the Merger; the parties ability to complete the Merger considering the various closing conditions, including any conditions related
to regulatory approvals, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. All of such assumptions are inherently subject to uncertainties and contingencies beyond the Companys control and based
upon premises with respect to future business decisions, which are subject to change. The Company does not undertake any obligation to update any forward-looking statements, except as required under applicable law.
For further information, please contact:
Ms. Cecilia Au-Yeung
Global-Tech Advanced Innovations Inc.
Telephone: +852-2814-0601
Email:
investorrelations@global-webpage.com
Kin Teck Industrial
Building
12/F 26 Wong Chuk Hang Road
Aberdeen, Hong Kong
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(852) 2814-0601 |
(852) 2873-0591 |
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