HOLI Hollysys Automation Technologies Ltd

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

Hollysys Automation Technologies Ltd. 

(Name of Issuer)

 

Ordinary Shares, par value $0.001 per share 

(Title of Class of Securities)

 

G45667105 

(CUSIP Number)

 

Mengyun Tang c/o Advanced Technology (Cayman) Limited Suite 3501, 35/F, Jardine House 1 Connaught Place, Central Hong Kong, China +852-2165-9000

 

With Copies To: 

Marcia Ellis Rongjing Zhao Morrison & Foerster LLP Edinburgh Tower, 33/F The Landmark, 15 Queen’s Road Central Hong Kong, China +852-2585-0888

Spencer Klein Mitchell Presser John Owen Morrison & Foerster LLP 250 West 55th Street New York, NY 10019-9601 +1-212-468-8000

 

February 8, 2024 

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. G45667105 

1			Name of Reporting Persons Liang Meng
2			Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3			SEC Use Only
4			Source of Funds AF
5			Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6			Citizenship or Place of Organization Hong Kong Special Administrative Region of People’s Republic of China
Number of Shares Beneficially Owned by Each Reporting Person With					7		Sole Voting Power 0
					8		Shared Voting Power 8,491,875
					9		Sole Dispositive Power 0
					10		Shared Dispositive Power 8,491,875
11			Aggregate Amount Beneficially Owned by Each Reporting Person 8,491,875
12			Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13			Percent of Class Represented by Amount in Row (11) 13.7%*
14			Type of Reporting Person IN
*	Based on 62,095,839 Ordinary Shares outstanding as of December 28, 2023, as provided in the Issuer’s Proxy Statement filed as an exhibit to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on January 5, 2024.

 

 

CUSIP No. G45667105 

1			Name of Reporting Persons Ascendent Capital Partners III GP Limited
2			Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3			SEC Use Only
4			Source of Funds AF
5			Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6			Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With					7		Sole Voting Power 0
					8		Shared Voting Power 8,491,875
					9		Sole Dispositive Power 0
					10		Shared Dispositive Power 8,491,875
11			Aggregate Amount Beneficially Owned by Each Reporting Person 8,491,875
12			Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13			Percent of Class Represented by Amount in Row (11) 13.7%*
14			Type of Reporting Person CO
*	Based on 62,095,839 Ordinary Shares outstanding as of December 28, 2023, as provided in the Issuer’s Proxy Statement filed as an exhibit to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on January 5, 2024.

 

 

CUSIP No. G45667105 

1			Name of Reporting Persons Ascendent Capital Partners III GP, L.P.
2			Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3			SEC Use Only
4			Source of Funds AF
5			Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6			Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With					7		Sole Voting Power 0
					8		Shared Voting Power 8,491,875
					9		Sole Dispositive Power 0
					10		Shared Dispositive Power 8,491,875
11			Aggregate Amount Beneficially Owned by Each Reporting Person 8,491,875
12			Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13			Percent of Class Represented by Amount in Row (11) 13.7%*
14			Type of Reporting Person PN
*	Based on 62,095,839 Ordinary Shares outstanding as of December 28, 2023, as provided in the Issuer’s Proxy Statement filed as an exhibit to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on January 5, 2024.

 

 

CUSIP No. G45667105 

1			Name of Reporting Persons Ascendent Capital Partners III, L.P.
2			Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3			SEC Use Only
4			Source of Funds AF
5			Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6			Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With					7		Sole Voting Power 0
					8		Shared Voting Power 8,491,875
					9		Sole Dispositive Power 0
					10		Shared Dispositive Power 8,491,875
11			Aggregate Amount Beneficially Owned by Each Reporting Person 8,491,875
12			Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13			Percent of Class Represented by Amount in Row (11) 13.7%
14			Type of Reporting Person PN
*	Based on 62,095,839 Ordinary Shares outstanding as of December 28, 2023, as provided in the Issuer’s Proxy Statement filed as an exhibit to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on January 5, 2024.

 

 

CUSIP No. G45667105 

1			Name of Reporting Persons Skyline Automation Technologies L.P.
2			Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3			SEC Use Only
4			Source of Funds AF
5			Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6			Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With					7		Sole Voting Power 0
					8		Shared Voting Power 8,491,875
					9		Sole Dispositive Power 0
					10		Shared Dispositive Power 8,491,875
11			Aggregate Amount Beneficially Owned by Each Reporting Person 8,491,875
12			Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13			Percent of Class Represented by Amount in Row (11) 13.7%
14			Type of Reporting Person PN
*	Based on 62,095,839 Ordinary Shares outstanding as of December 28, 2023, as provided in the Issuer’s Proxy Statement filed as an exhibit to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on January 5, 2024.

 

 

CUSIP No. G45667105 

1			Name of Reporting Persons Advanced Technology (Cayman) Limited
2			Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3			SEC Use Only
4			Source of Funds WC
5			Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6			Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With					7		Sole Voting Power 0
					8		Shared Voting Power 8,491,875
					9		Sole Dispositive Power 0
					10		Shared Dispositive Power 8,491,875
11			Aggregate Amount Beneficially Owned by Each Reporting Person 8,491,875
12			Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13			Percent of Class Represented by Amount in Row (11) 13.7%*
14			Type of Reporting Person CO
*	Based on 62,095,839 Ordinary Shares outstanding as of December 28, 2023, as provided in the Issuer’s Proxy Statement filed as an exhibit to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on January 5, 2024.

 

 

EXPLANATORY NOTE

 

This Amendment No. 5 (this “Schedule 13D Amendment”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2023 (the “Original Schedule 13D” and, as amended by Amendment No. 1 filed with the SEC on November 24, 2023, Amendment No. 2 filed with the SEC on December 13, 2023, Amendment No. 3 filed with the SEC on January 2, 2024, Amendment No. 4 filed with the SEC on February 5, 2024, and this Schedule 13D Amendment, the “Schedule 13D”) is being filed by Mr. Liang Meng, Ascendent Capital Partners III GP Limited (“GPGP”), Ascendent Capital Partners III GP, L.P. (“GPLP”), Ascendent Capital Partners III, L.P. (“ACP III”), Skyline Automation Technologies L.P. (“Superior Fund”) and Advanced Technology (Cayman) Limited (“Advanced Technology” and, together with Mr. Meng, GPGP, GPLP, ACP III and Superior Fund, the “Reporting Persons”), with respect to Ordinary Shares, $0.001 par value per share (the “Ordinary Shares”), of Hollysys Automation Technologies Ltd., a company organized under the laws of the British Virgin Islands (the “Issuer”).

 

The Reporting Persons are filing this Schedule 13D Amendment in connection with the issuance of a press release on February 8, 2024 (the “Press Release”), as described in Item 4 of this Schedule 13D Amendment.

 

Other than as set forth below, all Items in the Original Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Original Schedule 13D.

 

Item 4.

Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

 

On February 8, 2024, Ascendent Capital Partners, an affiliate of the Reporting Persons, issued the Press Release, in which Ascendent Capital Partners announces the voting results of the Issuer’s Extraordinary General Meeting held on February 8, 2024, that the Merger, the Merger Agreement, and the appointment of each of Guanghua Miao, Ding Wei and Dennis Demiao Zhu to the board of directors of the Issuer have been approved.

 

The foregoing description of the Letter is a summary only and is qualified in its entirety by reference to the Letter attached hereto as Exhibit 99.14, which is incorporated herein by reference.

 

Item 7.

Material to be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby amended and supplemented to include the following:

 

Exhibit Number		Description
99.14		Press Release of Ascendent Capital Partners, dated February 8, 2024

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 9, 2024

 

	Liang Meng
	/s/ Liang Meng
	Ascendent Capital Partners III GP Limited
	By:	/s/ Liang Meng
	Name:	Liang Meng
	Title:	Director
	Ascendent Capital Partners III GP, L.P.
	By: Ascendent Capital Partners III GP Limited, its General Partner
	By:	/s/ Liang Meng
	Name:	Liang Meng
	Title:	Director
	Ascendent Capital Partners III, L.P.
	By: Ascendent Capital Partners III GP, L.P., its General Partner
	By: Ascendent Capital Partners III GP Limited, its General Partner
	By:	/s/ Liang Meng
	Name:	Liang Meng
	Title:	Director
	Skyline Automation Technologies L.P.
	By: Ascendent Capital Partners III GP, L.P., its General Partner
	By: Ascendent Capital Partners III GP Limited, its General Partner
	By:	/s/ Liang Meng
	Name:	Liang Meng
	Title:	Director
	Advanced Technology (Cayman) Limited
	By:	/s/ Liang Meng
	Name:	Liang Meng
	Title:	Director

 

 

 

Exhibit 99.14

 

Ascendent Wins Overwhelming Shareholder Support to Acquire Hollysys for US$26.50 Per Share

 

·

Approximately 86.94% of the shareholders who voted at the shareholders meeting approved Ascendent’s acquisition proposal; Approximately 76.95% of shareholders voted, underlining the competitive value that has been offered to them.

 

·

Ascendent is committed to securing regulatory approvals and closing the acquisition expeditiously.

 

HONG KONG, February 8, 2024 – Ascendent Capital Partners (“Ascendent”), a private equity investment management firm managing assets for global institutional investors, is pleased to note that Hollysys Automation Technologies Ltd. (NASDAQ: HOLI) (“Hollysys” or the “Company”) has announced the voting results of the Company’s Extraordinary General Meeting (“EGM”) held today. The EGM concluded with the overwhelming majority of Hollysys shareholders approving all resolutions, including the resolution pursuant to which Ascendent will acquire all outstanding shares of Hollysys that it does not currently own for US$26.50 per share in cash.

 

Leon Meng, Chairman and CEO of Ascendent, commented: “Today marks an important milestone for Hollysys, its investors, management, and staff. Ascendent, with our highest standards of corporate governance, applauds the Special Committee for conducting a transparent, thorough and robust sale process. We also want to thank Hollysys shareholders for their strong support and will work towards securing the required regulatory approvals expeditiously. Today’s vote demonstrates that with a solid company in a transparent process, significant buyouts can still be done with the right private equity firms, even in this challenging macro environment and region.”

 

In addition, shareholders at the EGM authorized and approved the appointment of each of Guanghua Miao, Ding Wei and Dennis Demiao Zhu to the board of directors of the Company.

 

###

 

About Ascendent Capital Partners

 

Ascendent Capital Partners, headquartered in Hong Kong, is a private equity investment management firm managing assets for global institutional investors, including sovereign wealth funds, endowments, pensions and foundations. For additional information about Ascendent, please visit Ascendent's website at www.ascendentcp.com.

 

Advisors

 

Ascendent is advised by BNP Paribas Securities Corp, Morrison & Foerster LLP, Appleby and Zhong Lun Law Firm.

 

Contact Information

 

Ascendent Contact:

Ascendent Capital Partners - Derek Cheung

Suite 3501, 35/F, Jardine House, 1 Connaught Place, Central, Hong Kong

Email: derek@ascendentcp.com

Tel: +852 2165 9000

 

Media Contact:

FGS Global – Ben Richardson

Email: ben.richardson@fgsglobal.com

Tel: +852 6011 6658

 

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