Sec Form 13D Filing - Geely Automobile Holdings Limited filing for - 2025-12-22

Item 3 of the Statement is hereby amended and supplemented by inserting the following: The total consideration for the Ordinary Shares and ADSs in connection with the Merger was valued at approximately $2,398 million (based on the cash consideration amount of $2.687 per Ordinary Share and $26.87 per ADS of the Issuer). Geely Auto will issue Geely Shares and use its cash on balance and debt financing to fund the acquisition of the Ordinary Shares and ADSs in the Merger. See "Item 4--Facility Agreement" for description of Facility Agreement (as defined below), which is incorporated by reference to this Item 3.

Item 4 of the Statement is hereby amended and supplemented by inserting the following: Facility Agreement To finance part of the consideration payable in the Merger, Geely Auto as borrower entered into a short-term facility agreement (the "Facility Agreement") with a principal amount of up to US$420 million with a syndicate of banks and financial institutions as (each a "lender") as lenders, and Bank of China (Hong Kong) Limited acting as coordinator and agent. Under the terms of the Facility Agreement, the facility will be available for drawdown from (and including) the date of the Facility Agreement up to (and including) the date falling three months after the date of the Facility Agreement. The entire outstanding amount under the facility must be repaid on the date falling 364 days after the date of the Facility Agreement. Completion of Merger On December 22, 2025, the previously disclosed Merger closed and the Company and Merger Sub filed the plan of merger with the Registrar of Companies of the Cayman Islands on the same day. As a result of the Merger, the Company became a privately held company and an indirect wholly-owned subsidiary of Geely Auto. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"): (i) each Ordinary Share issued and outstanding immediately prior to the Effective Time (other than any Ordinary Share represented by the ADSs, Excluded Shares, Dissenting Shares and Purported Dissenting Shares (each as defined in the Merger Agreement)) was cancelled in exchange for the right to receive, at the option of the holder thereof, without any interest, either (a) US$2.687 in cash or (b) 1.23 ordinary shares of Geely Auto (the "Geely Shares"); and (ii) each ADS issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares), together with the Ordinary Shares represented by such ADS, was cancelled in exchange for the right to receive, at the option of the holder thereof, without any interest, (a) US$26.87 in cash or (b) 12.3 Geely Shares, which will be delivered in the form of American depositary share each representing and exchangeable for twenty (20) Geely Shares. In addition, at the Effective Time, each Ordinary Share issued and outstanding immediately prior to the Effective Time held by Luckview was, as an Excluded Share under the Merger Agreement, cancelled for no consideration. As a result of the Merger, the ADSs will no longer be listed on any securities exchange or quotation system, including New York Stock Exchange ("NYSE"), and the ADS program for the Ordinary Shares will terminate. The Company has requested that NYSE file a Form 25 with the Securities and Exchange Commission (the "SEC") to remove the ADSs from listing on NYSE and withdraw registration of the Ordinary Shares and ADSs representing such Ordinary Shares under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The deregistration will become effective 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Issuer intends to suspend its reporting obligations under the Exchange Act by filing a certification and notice on Form 15 with the SEC in approximately 10 days. The Issuer's reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.

Item 5 (a) to (e) of the Statement are hereby amended and restated in its entirety as follows: As a result of the Merger, all Ordinary Shares beneficially owned by the Reporting Persons and the Related Persons as of immediately prior to the Effective Time were cancelled at the Effective Time and, as a result, each of the Reporting Persons and the Related Persons no longer beneficially own any Ordinary Shares or have any voting power or dispositive power over any Ordinary Shares, except that as of the Effective Time, (i) Luckview holds one Ordinary Share of the Company as the surviving company of the Merger, representing 100% of the surviving company's Ordinary Shares issued and outstanding as of the Effective Time, (ii) Geely Auto may be deemed to have beneficial ownership and shared power to vote or direct the vote of such one Ordinary Share of the surviving company held by Luckview and (iii) the Related Person, Shufu Li, may be deemed to beneficially own such one Ordinary Share of the surviving company held by Luckview, as separately reported in another Schedule 13D, as amended from time to time, filed with the SEC by Shufu Li. The percentage of Ordinary Shares beneficially owned by the Reporting Persons is based on one ordinary share of the surviving company issued and outstanding as of the Effective Time. The responses of each Reporting Person to Rows (7) through (11) and (13) of the cover pages of this Amendment No. 4 are hereby incorporated by reference in this Item 5. Except as otherwise stated herein, each Reporting Person expressly disclaims any beneficial ownership of the Ordinary Shares held by each other Reporting Person. The responses of the Related Persons in Schedule I and Schedule II attached hereto as Exhibit 99.A with respect to the beneficial ownership in the Issuer's Ordinary Shares are incorporated by reference to this item.

See Item 5(a) above.

Except as described in Item 4, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, the Related Persons, has effected any transaction in the Ordinary Shares or ADSs of the Issuer during the past 60 days.

Except as set forth in the Statement, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons.

As of the Effective Time, to the best of the Reporting Persons' knowledge, the Related Persons, other than Shufu Li as disclosed in Item 5(a) above, ceased to be the beneficial owner of more than five percent of the Ordinary Shares of the Issuer.

Item 7 of the Statement is hereby amended and supplemented by inserting the following: Exhibit 99.A Schedule I (Directors and Executive Officers of Geely Auto Holdings Limited) and Schedule II (Directors and Executive Officers of Luckview Group Limited).