Item 2.01.
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Completion of Acquisition of Disposition of Assets.
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FORM 10 INFORMATION
THE SHARE EXCHANGE
AND RELATED TRANSACTIONS
The
disclosure set forth under “Introductory Note” above is incorporated in this Item 2.01 by reference. The material
terms and conditions of the Share Exchange Agreement and its related agreements are described on pages 81 to 89 of JM Global’s
definitive proxy statement dated January 22, 2018 (the “Definitive Proxy Statement”) in the section entitled “
The
Business Combination Proposal—The Share Exchange Agreement,”
which is incorporated by reference herein.
DESCRIPTION OF BUSINESS
The business of the Company after the Business
Combination is described in Definitive Proxy Statement in the section entitled “
Information about Sunlong
” beginning
on page 137 and that information is incorporated herein by reference.
Specifically, subsection “Corporate
Structure and History” begins on page 137, “Industry Overview” begins on page 138, “Our Business”
begins on page 140, “Our Customers” begins on page 141, “Our Suppliers” begins on page 142, “Production”
begins on page 142, “Research and Development and Our Technology” begins on page 142, “Intellectual Property”
begins on page 143, “Industry Recognition” begins on page 145, “Competition” begins on page 145, “Employee”
begins on page 147, “Environmental Matters” begins on page 147.
RISK FACTORS
The risks associated with the Company’s
business are described in the Definitive Proxy Statement in the section entitled “
Risk Factors
” beginning on
page 34 and are incorporated herein by reference. Specifically, subsection “Risk Related to Sunlong’s Business and
Operations” begins on page 34, “Risks Related to Sunlong’s Corporate Structure” begins on page 39, “Risks
Related to Doing Business in China” begins on page 41, “Risk Factors Relating To JM Global and the Business Combination”
begins on page 50, “Risk Factors Relating to the Redemption” begins on page 64.
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The disclosure contained in the Definitive
Proxy Statement with section entitled “
Sunlong Management’s Discussion And Discussion and Analysis of Financial
Condition And Results of Operations
” beginning on page 156 is incorporated herein by reference. Specifically, subsection
“Key Factors that Affect Operating Results” begins on page 156, “Results of Operations” begins on page
157, “Years Ended December 31, 2016 vs. December 31, 2015” begins on page 162, “Recently Issued Accounting Pronouncements”
begins on page 168, “Liquidity and Capital Resources” begins on page 170, “Risks” begins on page 173.
BENEFICIAL OWNERSHIP OF SECURITIES
The disclosure contained in the Definitive
Proxy Statement with section entitled “
Beneficial Ownership of Securities
” beginning on page 188 is incorporated
herein by reference. Specifically, subsection “Changes in Control” begins on page 189.
MANAGEMENT AFTER THE BUSINESS COMBINATION
The disclosure contained in the Definitive
Proxy Statement with section entitled “
Management After the Business Combination
” beginning on page 174 is incorporated
herein by reference. Specifically, subsection “Management and Board of Directors” begins on page 174, “No Classification
of Directors” begins on page 175, “Committees of the Board of Directors” begins on page 176, “Code of Ethics”
begins on page 177.
DIRECTOR COMPENSATION
The disclosure contained in the Definitive
Proxy Statement with section entitled “
Director Compensation
” beginning on page 177 is incorporated herein by
reference.
EXECUTIVE COMPENSATION
The disclosure contained in the Definitive
Proxy Statement with section entitled “
Executive Compensation
” beginning on page 177 is incorporated herein
by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The certain relationships and related party
transactions of JM Global and Sunlong are described in the Definitive Proxy Statement in the section entitled “
Certain
Relationship and Related Party Transactions
” beginning on page 190 and are incorporated herein by reference. Specifically,
subsection “
JM Global Related Person Transactions
” begins on page 190, “Sunlong Related Person Transactions”
begins on page 192, “Policies and Procedures for Related Person Transactions” begins on page 192.
DESCRIPTION OF SECURITIES
The disclosure contained in the Definitive
Proxy Statement with section entitled “
Description of Securities
” beginning on page 179 is incorporated herein
by reference. Specifically, subsections “Authorized and Outstanding Stock” begins on page 179, “Units”
begins on page 179, “Common Stock” begins on page 179, “Preferred Stock” begins on page 181, “Warrants”
begins on page 181, Dividends begins on page 185, “Our Transfer Agent and Warrant Agent” begins on page 185, “Certain
Anti-Takeover Provisions of Delaware Law” begins on page 185, “Rule 144” begins on page 185, “Registration
Rights” begins on page 186, “Listing of Securities” begins on page 187.
LEGAL PROCEEDINGS
From time to time, the Company may be involved
in various claims and legal proceedings arising in the ordinary course of business. Neither Shengrong nor TJComex is currently
a party to any such claims or proceedings which, if decided adversely to the Company, would either, individually or in the aggregate,
have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our charter as amended, and the common
law of Delaware allow us to indemnify our officers and directors from certain liabilities. Our charter provides that the Company
may indemnify, hold harmless and exonerate against all direct and indirect costs, fees and expenses of any type or nature whatsoever,
any person who (a) is or was a party or is threatened to be made a party to any proceeding by reason of the fact that such person
is or was a director, officer, key employee, adviser of the Company or who at the request of the Company; or (b) is or was, at
the request of the Company, serving as a director of, or in any other capacity is or was acting for, another company.
The Company will only indemnify the individual
in question if the relevant indemnitee acted honestly and in good faith with a view to the best interests of the Company and, in
the case of criminal proceedings, the indemnitee had no reasonable cause to believe that his conduct was unlawful. The decision
of the Board as to whether an indemnitee acted honestly and in good faith and with a view to the best interests of the Company
and as to whether such indemnitee had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud,
sufficient for the purposes of our charter, unless a question of law is involved.
The termination of any proceedings by
any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that
the relevant indemnitee did not act honestly and in good faith and with a view to the best interests of the Company or that such
indemnitee had reasonable cause to believe that his conduct was unlawful.
The Company may purchase and maintain insurance, purchase
or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit,
or surety bond in relation to any indemnitee or who at the request of the Company is or was serving as a director, officer or
liquidator of, or in any other capacity is or was acting for, another company, against any liability asserted against the person
and incurred by him in that capacity, whether or not the Company has or would have had the power to indemnify him against the
liability as provided in our charter.