Report of Foreign Issuer (6-k)

Table of Contents

 

 

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 November 2015

Commission File Number: 001-34866

 

 

CHINA MING YANG WIND POWER GROUP LIMITED

 

 

Jianye Road, Mingyang Industry Park

National Hi-Tech Industrial Development Zone

Zhongshan, Guangdong 528437

People’s Republic of China

(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): N/A

 

 

 

---

Table of Contents

TABLE OF CONTENTS

Exhibit 99.1 – Press release dated November 2, 2015

 

2

---

Table of Contents

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.

 

CHINA MING YANG WIND POWER GROUP LIMITED
By:		/s/ Chuanwei Zhang
Name:		Chuanwei Zhang
Title:		Chairman of the Board of Directors, Chief Executive Officer

Date: November 2, 2015

 

3

Exhibit 99.1

Ming Yang Announces Receipt of Preliminary Non-Binding “Going Private” Proposal

Zhongshan, China, November 2, 2015 — China Ming Yang Wind Power Group Limited (“Ming Yang” or the “Company”) (NYSE: MY), a leading wind energy solution provider in China, today announced that its Board of Directors (the “Board”) has received a preliminary non-binding proposal letter, dated November 2, 2015, from its Chairman and Chief Executive Officer, Mr. Chuanwei Zhang (“Mr. Zhang”), to acquire all of the outstanding ordinary shares of the Company not already beneficially owned by Mr. Zhang in a “going-private” transaction (the “Transaction”) for US$2.51 per American Depository Share or ordinary share in cash. Mr. Zhang currently beneficially owns approximately 33% of the issued and outstanding ordinary shares of the Company.

According to the proposal letter, Mr. Zhang intends to finance the Transaction with a combination of debt and equity capital. A portion of the equity financing would be provided from Mr. Zhang’s existing shareholdings in the Company and Mr. Zhang expects the remainder of the financing to be provided by third party debt and equity financing sources and certain shareholders of the Company. A copy of the proposal letter is attached as Annex A to this press release.

The Company’s Board of Directors will form a special committee which will consist of all independent directors (the “Special Committee”) to evaluate the Transaction. The Special Committee, once formed, is expected to retain advisors, including an independent financial advisor and legal counsel, to assist it in its work. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.

About China Ming Yang Wind Power Group Limited

China Ming Yang Wind Power Group Limited (NYSE: MY) is a leading wind energy solution provider in China, focusing on designing, manufacturing, selling and servicing megawatt-class wind turbines, including cutting-edge SCD (Super Compact Drive) solutions, and providing post-sales value-added maintenance and technology upgrade services to wind farm owners. Ming Yang cooperates with aerodyne Energiesysteme, one of the world’s leading wind turbine design firms based in Germany, to co-develop wind turbines. In terms of newly installed capacity, Ming Yang was a top 10 wind turbine manufacturer worldwide and the largest non-state owned wind turbine manufacturer in China in 2014. For more information, please visit Ming Yang’s investor relations website at http://ir.mywind.com.cn.

Safe Harbor Statement

This press release contains forward-looking statements. These statements constitute “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “to be,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “target,” “goal,” “strategy” and similar statements. Such statements are based upon management’s current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond Ming Yang’s control, which may cause Ming Yang’s actual results, performance or achievements to differ materially from those in the forward-looking statements. Actual results or events may differ from those anticipated or predicted in this press release, and the differences may be material. Further information regarding these and other risks, uncertainties or factors is included in Ming Yang’s filings with the U.S. Securities and Exchange Commission. Ming Yang does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.

---

For investor and media inquiries, please contact:

Investor and Media Contacts:

China Ming Yang Wind Power Group Limited

Ricky Ng

[phone]

[e-mail]

http://ir.mywind.com.cn

---

Annex A

November 2, 2015

The Board of Directors (the “Board”)

China Ming Yang Wind Power Group Limited

Jianye Road, Mingyang Industry Park

National Hi-Tech Industrial Development Zone

Zhongshan, Guangdong

People’s Republic of China

Dear Members of the Board:

I, Chuanwei Zhang, the founder, chairman and chief executive officer of China Ming Yang Wind Power Group Limited (the “Company”), am pleased to submit this preliminary non-binding proposal to acquire all of the outstanding ordinary shares of the Company not already beneficially owned by me (the “Excluded Shares”) in a going private transaction (the “Transaction”). My proposed purchase price is US$2.51 per American Depository Share (“ADS”, with each ADS representing 1 ordinary share of the Company) or ordinary share, in cash, on the key terms described below. I beneficially own approximately 33% of the issued and outstanding ordinary shares and voting power of the Company.

My proposal provides an opportunity for the Company’s shareholders to realize superior value, and represents a premium of approximately 20% to the volume-weighted average closing price of the ADSs during the last 30 trading days. I am confident that the Transaction can be closed on an expedited basis as outlined in this letter.

The key terms of my proposal are set forth below.

 

1.	Purchase Price. My proposed consideration payable for each ADS and each ordinary share, in each case excluding the Excluded Shares, is US$2.51 per ADS, in cash, based on the Company’s share capital set forth in the Company’s public filings.

 

2.

Financing. I intend to finance the Transaction with a combination of debt and equity capital. A portion of the equity financing would be provided from my existing share holdings in the Company. I expect the remainder of the financing to be provided by third party debt and equity financing sources and certain shareholders of the Company. I will be discussing the Transaction with such financing sources and may make agreements with them relating to possible investments in the Transaction. I expect to secure commitments for required equity and debt financing, subject to the terms and conditions set forth therein, when Definitive Agreements (as defined below) are executed.

 

3.

Due Diligence. I have engaged Simpson Thacher & Bartlett LLP as my international legal counsel. I believe that I will be in a position to complete customary commercial, legal, financial and accounting due diligence for the Transaction in a timely manner and in parallel with our discussions on the Definitive Agreements. In connection with such due diligence, I would like to ask the Board to approve the provision of confidential information relating to the Company and its business to me and to possible sources of debt and equity financing under a customary form of confidentiality agreement which will be provided under separate cover.

---

4.

Definitive Agreements. I am prepared to promptly negotiate and finalize definitive agreements (the “Definitive Agreements”) in respect of the Transaction. These agreements will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transaction of this type.

 

5.

Process. Given my involvement in the Transaction, I believe it is prudent and in the best interests of the Company for the Company’s Board to establish a special committee of independent directors to consider the Transaction (the “Special Committee”). I also expect that the Special Committee would retain independent advisors, including an independent financial advisor, to assist it in its work.

In considering my offer, you should be aware that I am interested only in acquiring the outstanding ordinary shares of the Company that I do not already beneficially own, and that I do not intend to sell my stake in the Company to a third party.

 

6.

Confidentiality. I trust you will agree that it is in all of our interests to ensure that we proceed in a confidential manner, unless otherwise required by law, until we have executed the Definitive Agreements. Until a confidentiality agreement is signed, any written news releases by the Company or me pertaining to the Transaction shall be reviewed and approved by the Company and myself prior to their release, subject to any requirements of law.

 

7.	No Binding Commitment. This letter constitutes only a preliminary indication of the key terms of my proposal, and does not constitute any binding commitment with respect to the Transaction. Any such commitment will be contained only in the Definitive Agreements and on the terms provided therein.

I will be very focused on completing the Transaction and hope that you are interested in promptly proceeding in a manner consistent with my proposal. I believe that the Transaction will provide a compelling opportunity for the Company’s shareholders to realize superior value on an expedited timeframe with a high degree of certainty of closing.

Should you have any questions concerning this proposal, please feel free to contact me at any time. I look forward to hearing from you.

[Signature page follows]

 

2

---

Sincerely,

/s/ Chuanwei Zhang

Chuanwei Zhang

[Signature Page to Non-Binding Proposal Letter]