CUSIP No: 03739T108 | Page 2 of 10 Pages |
Names of Reporting Persons.
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|
WANXIANG GROUP CORPORATION | |
2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) o | |
(b)o
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|
3.
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SEC Use Only
|
4.
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Source of Funds (See Instructions)
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AF
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|
5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
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People’s Republic of China | |
Number of
|
7.
|
Sole Voting Power
|
0 |
Shares | |||
Beneficially | |||
Owned by Each |
8.
|
Shared Voting Power
|
34,839,0971 |
Reporting | |||
Persons With | |||
9.
|
Sole Dispositive Power
|
0 | |
10.
|
Shared Dispositive Power
|
34,839,0971 | |
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
34,839,0971
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
13.
|
Percent of Class Represented by Amount in Row (11)
9.99%2
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14.
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Type of Reporting Person:
CO, HC
|
1.
|
The shares of Common Stock (as defined herein) reported herein as beneficially owned by the Reporting Persons are shares into which Bridge Warrant No. W1 (as defined herein) may become exercisable as described in Items 5 and 6 of the Initial Schedule 13D (as defined herein). Because the terms of Bridge Warrant No. W1 provide that the number of such shares depends upon the Common Stock outstanding on a fully diluted basis at the time of exercise of Bridge Warrant No. W1, the number of shares beneficially owned by the Reporting Persons is subject to change. See Items 5 and 6 of the Initial Schedule 13D.
|
2.
|
Bridge Warrant No. W1 cannot be exercised to the extent Wanxiang (as defined herein) and its affiliates would beneficially own in excess of 9.99% of the Common Stock until receipt of a favorable determination from the Committee on Foreign Investment in the United States. See Items 5 and 6 of the Initial Schedule 13D.
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CUSIP No: 03739T108 | Page 3 of 10 Pages |
Names of Reporting Persons.
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|
WANXIANG AMERICA CORPORATION | |
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) o
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|
(b) o
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|
3.
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SEC Use Only
|
4.
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Source of Funds (See Instructions)
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WC
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|
5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
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Kentucky
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|
Number of
|
7.
|
Sole Voting Power
|
0 |
Shares | |||
Beneficially | |||
Owned by Each |
8.
|
Shared Voting Power
|
34,839,0971 |
Reporting | |||
Persons With | |||
9.
|
Sole Dispositive Power
|
0 | |
10.
|
Shared Dispositive Power
|
34,839,0971 | |
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
34,839,0971
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
13.
|
Percent of Class Represented by Amount in Row (11)
9.99%2
|
14.
|
Type of Reporting Person:
CO
|
1.
|
The shares of Common Stock (as defined herein) reported herein as beneficially owned by the Reporting Persons are shares into which Bridge Warrant No. W1 (as defined herein) may become exercisable as described in Items 5 and 6 of the Initial Schedule 13D (as defined herein). Because the terms of Bridge Warrant No. W1 provide that the number of such shares depends upon the Common Stock outstanding on a fully diluted basis at the time of exercise of Bridge Warrant No. W1, the number of shares beneficially owned by the Reporting Persons is subject to change. See Items 5 and 6 of the Initial Schedule 13D.
|
2.
|
Bridge Warrant No. W1 cannot be exercised to the extent Wanxiang (as defined herein) and its affiliates would beneficially own in excess of 9.99% of the Common Stock until receipt of a favorable determination from the Committee on Foreign Investment in the United States. See Items 5 and 6 of the Initial Schedule 13D.
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CUSIP No: 03739T108 | Page 4 of 10 Pages |
Names of Reporting Persons.
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|
WANXIANG MANAGEMENT DEVELOPMENT INCENTIVE FOUNDATION
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|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) o | |
(b) o
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|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
|
AF
|
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
|
6.
|
Citizenship or Place of Organization
|
People’s Republic of China
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|
Number of
|
7.
|
Sole Voting Power
|
0 |
Shares | |||
Beneficially | |||
Owned by Each |
8.
|
Shared Voting Power
|
34,839,0971 |
Reporting | |||
Persons With | |||
9.
|
Sole Dispositive Power
|
0 | |
10.
|
Shared Dispositive Power
|
34,839,0971 | |
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
34,839,0971
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
13.
|
Percent of Class Represented by Amount in Row (11)
9.99%2
|
14.
|
Type of Reporting Person:
OO, HC
|
1.
|
The shares of Common Stock (as defined herein) reported herein as beneficially owned by the Reporting Persons are shares into which Bridge Warrant No. W1 (as defined herein) may become exercisable as described in Items 5 and 6 of the Initial Schedule 13D (as defined herein). Because the terms of Bridge Warrant No. W1 provide that the number of such shares depends upon the Common Stock outstanding on a fully diluted basis at the time of exercise of Bridge Warrant No. W1, the number of shares beneficially owned by the Reporting Persons is subject to change. See Items 5 and 6 of the Initial Schedule 13D.
|
2.
|
Bridge Warrant No. W1 cannot be exercised to the extent Wanxiang (as defined herein) and its affiliates would beneficially own in excess of 9.99% of the Common Stock until receipt of a favorable determination from the Committee on Foreign Investment in the United States. See Items 5 and 6 of the Initial Schedule 13D.
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CUSIP No: 03739T108 | Page 5 of 10 Pages |
Names of Reporting Persons.
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GUANQIU DEVELOPMENT FOUNDATION
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|
2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) o | |
(b) o
|
|
3.
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SEC Use Only
|
4.
|
Source of Funds (See Instructions)
|
AF
|
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
|
6.
|
Citizenship or Place of Organization
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People’s Republic of China
|
|
Number of
|
7.
|
Sole Voting Power
|
0 |
Shares | |||
Beneficially | |||
Owned by Each |
8.
|
Shared Voting Power
|
34,839,0971 |
Reporting | |||
Persons With | |||
9.
|
Sole Dispositive Power
|
0 | |
10.
|
Shared Dispositive Power
|
34,839,0971 | |
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
34,839,0971
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
13.
|
Percent of Class Represented by Amount in Row (11)
9.99%2
|
14.
|
Type of Reporting Person:
OO, HC
|
1.
|
The shares of Common Stock (as defined herein) reported herein as beneficially owned by the Reporting Persons are shares into which Bridge Warrant No. W1 (as defined herein) may become exercisable as described in Items 5 and 6 of the Initial Schedule 13D (as defined herein). Because the terms of Bridge Warrant No. W1 provide that the number of such shares depends upon the Common Stock outstanding on a fully diluted basis at the time of exercise of Bridge Warrant No. W1, the number of shares beneficially owned by the Reporting Persons is subject to change. See Items 5 and 6 of the Initial Schedule 13D.
|
2.
|
Bridge Warrant No. W1 cannot be exercised to the extent Wanxiang (as defined herein) and its affiliates would beneficially own in excess of 9.99% of the Common Stock until receipt of a favorable determination from the Committee on Foreign Investment in the United States. See Items 5 and 6 of the Initial Schedule 13D.
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CUSIP No: 03739T108 | Page 6 of 10 Pages |
Names of Reporting Persons.
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|
GUANQIU LU
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
(a) o | |
(b) o
|
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
|
AF
|
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
|
6.
|
Citizenship or Place of Organization
|
People’s Republic of China
|
|
Number of
|
7.
|
Sole Voting Power
|
0 |
Shares | |||
Beneficially | |||
Owned by Each |
8.
|
Shared Voting Power
|
34,839,0971 |
Reporting | |||
Persons With | |||
9.
|
Sole Dispositive Power
|
0 | |
10.
|
Shared Dispositive Power
|
34,839,0971 | |
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
34,839,0971
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
13.
|
Percent of Class Represented by Amount in Row (11)
9.99%2
|
14.
|
Type of Reporting Person:
IN, HC
|
1.
|
The shares of Common Stock (as defined herein) reported herein as beneficially owned by the Reporting Persons are shares into which Bridge Warrant No. W1 (as defined herein) may become exercisable as described in Items 5 and 6 of the Initial Schedule 13D (as defined herein). Because the terms of Bridge Warrant No. W1 provide that the number of such shares depends upon the Common Stock outstanding on a fully diluted basis at the time of exercise of Bridge Warrant No. W1, the number of shares beneficially owned by the Reporting Persons is subject to change. See Items 5 and 6 of the Initial Schedule 13D.
|
2.
|
Bridge Warrant No. W1 cannot be exercised to the extent Wanxiang (as defined herein) and its affiliates would beneficially own in excess of 9.99% of the Common Stock until receipt of a favorable determination from the Committee on Foreign Investment in the United States. See Items 5 and 6 of the Initial Schedule 13D.
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Page 7 of 10 Pages |
Item 1.
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Security and Issuer
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Item 2.
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Identity and Background
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 4.
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Purpose of Transaction
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Item 5.
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Interest in Securities of the Issuer
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Reporting Person
|
Number of Shares of
Common Stock
Beneficially Owned1,2
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Percentage of
Outstanding Shares of
Common Stock2
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Number of
Outstanding Shares of
Common Stock3
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Wanxiang Group
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34,839,097
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9.99%
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348,739,707
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Wanxiang America
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34,839,097
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9.99%
|
348,739,707
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Wanxiang Foundation
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34,839,097
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9.99%
|
348,739,707
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Guanqiu Foundation
|
34,839,097
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9.99%
|
348,739,707
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Dr. Lu
|
34,839,097
|
9.99%
|
348,739,707
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Page 8 of 10 Pages |
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Page 9 of 10 Pages |
Item 7.
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Material to be Filed as Exhibits.
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Exhibit 99.9:
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Consent and Waiver Agreement dated October 11, 2012, among A123 Systems, Inc. and Wanxiang America Corporation
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Exhibit 99.10:
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Consent and Waiver Agreement dated October 12, 2012, among A123 Systems, Inc. and Wanxiang America Corporation
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Exhibit 99.11:
|
Consent Agreement dated October 12, 2012, among A123 Systems, Inc. and Wanxiang America Corporation
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Page 10 of 10 Pages |
WANXIANG GROUP CORPORATION
|
|||
By:
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/s/ Guanqiu Lu
|
||
Name:
|
Guanqiu Lu
|
||
Title:
|
Chairman of the Board
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WANXIANG AMERICA CORPORATION
|
|||
By: |
/s/ Pin Ni
|
||
Name: |
Pin Ni
|
||
Title: |
President
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WANXIANG MANAGEMENT DEVELOPMENT INCENTIVE FOUNDATION
|
|||
By:
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/s/ Guanqiu Lu
|
||
Name:
|
Guanqiu Lu
|
||
Title:
|
President and Chairman of the Board
|
GUANQIU DEVELOPMENT FOUNDATION | |||
By:
|
/s/ Guanqiu Lu
|
||
Name:
|
Guanqiu Lu
|
||
Title:
|
Sole Owner
|
||
GUANQIU LU | |||
/s/ Guanqiu Lu |