(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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.
|
G65415 104/ 5487R303
|
1.
|
NAME OF REPORTING PERSON:
Jointly Gold Technologies Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
WC, OO
|
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
0
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14.
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
CUSIP No.
|
G65415 104/ 5487R303
|
1.
|
NAME OF REPORTING PERSON:
Dong Xu
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
PF, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
CUSIP No.
|
G65415 104/ 5487R303
|
1.
|
NAME OF REPORTING PERSON:
First Win Technologies Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
WC, OO
|
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
0
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14.
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
CUSIP No.
|
G65415 104/ 5487R303
|
1.
|
NAME OF REPORTING PERSON:
Benguo Tang
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
PF, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
CUSIP No.
|
G65415 104/ 5487R303
|
1.
|
NAME OF REPORTING PERSON:
Global Wise Technologies Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
WC, OO
|
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
0
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14.
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
CUSIP No.
|
G65415 104/ 5487R303
|
1.
|
NAME OF REPORTING PERSON:
Xiaotong Wang
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
PF, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
CUSIP No.
|
G65415 104/ 5487R303
|
1.
|
NAME OF REPORTING PERSON:
Sunshine Nation Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
WC, OO
|
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
0
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14.
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
CUSIP No.
|
G65415 104/ 5487R303
|
1.
|
NAME OF REPORTING PERSON:
Siyuan Du
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
PF, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
CUSIP No.
|
G65415 104/ 5487R303
|
1.
|
NAME OF REPORTING PERSON:
Qicai Du
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
PF, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
CUSIP No.
|
G65415 104/ 5487R303
|
1.
|
NAME OF REPORTING PERSON:
Morgan Stanley
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
WC, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
[X]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
|
14.
|
TYPE OF REPORTING PERSON
HC, CO
|
|
|
|
|
INTRODUCTORY NOTE
This Amendment No. 1 to Schedule 13D (this “Amendment
No. 1”) is filed with respect to Noah Education Holdings Ltd. (the “Company” or “Issuer”) jointly
by Jointly Gold Technologies Limited, Mr. Dong Xu, First Win Technologies Limited, Mr. Benguo Tang, Global Wise Technologies Limited,
Mr. Xiaotong Wang, Sunshine Nation Limited, Ms. Siyuan Du, Mr. Qicai Du and Morgan Stanley (collectively referred to herein as
the “Reporting Persons”) pursuant to their agreement of joint filing, filed with the Schedule 13D as Exhibit 7.01 and
incorporated herein by reference.
This Amendment No. 1 amends and supplements the statement
on the Schedule 13D filed with the United States Securities and Exchange Commission on behalf of the Reporting Persons on June
9, 2014 (the “Schedule 13D”). Except as provided herein, this Amendment No. 1 does not modify any of the information
previously reported on the Schedule 13D. Capitalized terms used but not defined herein have the meanings assigned to them in the
Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Schedule A and Schedule B to the Schedule 13D is hereby
amended and replaced by the Schedule A and Schedule B attached hereto.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented
by adding the following at the end thereof:
On July 25, 2014, the Company held an extraordinary
general meeting of its shareholders (the “General Meeting”) at the offices of the Company located at Unit F, 33rd Floor,
NEO Tower A, Che Gong Miao, Futian District, Shenzhen, Guangdong Province, People’s Republic of China. At the General Meeting,
the shareholders of the Company voted in favor of the proposal to approve the Merger Agreement, pursuant to which Merger Sub will
be merged with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Parent.
On July 30, 2014, the Company and Merger
Sub filed a plan of merger with the with the Cayman Islands Registrar of Companies, which was registered by the Cayman
Islands Registrar of Companies as of July 30, 2014, pursuant to which the Merger became effective on July 30, 2014. At the
effective time of the Merger, each Ordinary Share issued and outstanding immediately prior to the effective time of the
Merger was cancelled in exchange for the right to receive $2.85 and each ADS, representing one Ordinary Share, was cancelled
in exchange for the right to receive $2.85 (less $0.05 per ADS cancellation fees), in each case, in cash, without interest
and net of any applicable withholding taxes, except for (a) certain Ordinary Shares (including Ordinary Shares represented by
ADSs) held by the Rollover Shareholders, (b) Ordinary Shares held by Parent, the Company or any of their subsidiaries, and
(c) Ordinary Shares held by the depositary of the ADSs that are not represented by ADSs, all of which were cancelled and
ceased to exist at the effective time of the Merger for no consideration. The Company did not receive any notice of objection
from any shareholder prior to the vote to approve the Merger, which is required for exercising any dissenter rights.
In addition, at the effective time of Merger, the
Company’s 2007 Share Incentive Plan, 2008 Share Incentive Plan and 2011 Share Incentive Plan and all amendments and modifications
thereto (the “Share Incentive Plans”) and any relevant awards agreements applicable to the Share Incentive Plans were
terminated. At the effective time of the Merger, except with respect to the Rollover Shareholders, each vested option to purchase
Share granted pursuant to the Share Incentive Plans (a “Company Option”) that was then outstanding and unexercised
was cancelled in consideration and exchange for the right to receive a cash amount equal to the excess of $2.85 over the exercise
price of such Company Option, without interest and net of any applicable withholding taxes; each vested restricted share unit (a
“Company RSU”) and restricted share (a “Company Restricted Share”) granted pursuant to the Share Incentive
Plans that was then outstanding was cancelled in consideration and exchange for the right to receive $2.85 in cash, without interest
and net of any applicable withholding taxes; each unvested Company Option that was then outstanding was cancelled and converted
into and exchanged for the right to receive a restricted cash award (an “RCA”) in an amount equal to the excess of
$2.85 over the exercise price of such Company Option in cash upon vesting of such RCA, without interest and net of any applicable
withholding taxes. Each RCA shall be subject to the same terms and conditions, including vesting schedules, as were applicable
to the corresponding replaced Company Option without giving effect to the Merger, provided that the vesting schedule for any employee
terminated by the Company without cause within twelve months of the closing of the Merger shall be accelerated by twelve months.;
each unvested Company RSU and Company Restricted Share that was then outstanding was cancelled and converted into and exchanged
for the right to receive an RCA of $2.85 in cash upon vesting of such RCA, without interest and net of any applicable withholding
taxes. Each RCA shall be subject to the same terms and conditions, including vesting schedules, as were applicable to the corresponding
replaced Company RSU or Company Restricted Share without giving effect to the Merger, provided that the vesting schedule for any
employee terminated by the Company without cause within twelve months of the closing of the Merger shall be accelerated by twelve
months; and each Company Option (whether vested or unvested) that was then outstanding and unexercised was cancelled without any
payment therefor if the exercise price of such Company Option was equal to or greater than $2.85.
Pursuant to the Support Agreement, as amended by Amendment
No. 1 to the Support Agreement, the Rollover Shares were canceled immediately prior to the effective time of the Merger for no
consideration. Immediately prior to the effective time of the Merger, each Rollover Shareholder subscribed for (or caused his/its
affiliate to subscribe for) the number of ordinary shares of Parent, at par value per share, equal to the number of Rollover Shares
held by such Rollover Shareholder and cancelled pursuant to the Support Agreement. In addition, the Rollover Shareholders, who
collectively owned approximately 68.1% of the outstanding Ordinary Shares prior to the effective time of the Merger, appeared at
the General Meeting or otherwise caused their Ordinary Shares to be counted as present thereat for the purpose of establishing
a quorum, and voted or caused to be voted at such meeting all their Ordinary Shares in favor of the approval of the Merger Agreement
and the transactions contemplated thereby. The information disclosed in this paragraph is qualified in its entirety by reference
to the Support Agreement and Amendment No. 1 to the Support Agreement, copies of which were filed as Exhibit 7.06 and Exhibit 7.17
to the Schedule 13D and are incorporated herein by reference in their entirety.
Upon the consummation of the Merger, the Company
became a wholly-owned subsidiary of Parent and the separate corporate existence of Merger Sub ceased. As a result of the Merger,
the ADSs ceased to trade on the New York Stock Exchange (the “NYSE”) following the close of trading on July 30, 2014
and became eligible for delisting from the NYSE and termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i)
of the Securities Exchange Act of 1934, as amended.
Item
5. Interest in Securities of the Issuer
Item 5 of the Schedule
13D is hereby amended and replaced by the following:
|
(a) – (b)
|
As of the date hereof, the Reporting
Persons do not beneficially own any shares of Ordinary Shares of the Company or have any voting power or dispositive power over
any Ordinary Shares of the Company.
|
|
(c)
|
Other than the transactions listed above, none of the Reporting Persons has effected any transactions
of the Ordinary Shares during the past sixty (60) days.
|
SIGNATURE
After reasonable inquiry and to the best
of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 31, 2014
Morgan Stanley
|
|
|
By:
|
/s/ Graham Choy
|
|
Name:
|
Graham Choy
|
|
Title:
|
Vice President
|
|
|
|
|
Jointly Gold Technologies Limited
|
|
|
By:
|
/s/ Dong Xu
|
|
Name:
|
Dong Xu
|
|
Title:
|
Sole Director
|
first win Technologies Limited
|
|
|
By:
|
/s/ Benguo Tang
|
|
Name:
|
Benguo Tang
|
|
Title:
|
Sole Director
|
benguo tang
|
|
|
By:
|
/s/ Benguo Tang
|
[Signature Page to Schedule 13D Amendment]
global wise Technologies Limited
|
|
|
By:
|
/s/ Xiaotong Wang
|
|
Name:
|
Xiaotong Wang
|
|
Title:
|
Sole Director
|
xiaotong wang
|
|
|
By:
|
/s/ Xiaotong Wang
|
Sunshine Nation Limited
|
|
|
By:
|
/s/ Siyuan Du
|
|
Name:
|
Siyuan Du
|
|
Title:
|
Sole Director
|
Siyuan Du
|
|
|
By:
|
/s/ Siyuan Du
|
Qicai Du
|
|
|
By:
|
/s/ Qicai Du
|
[Signature Page to Schedule 13D Amendment]
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS
OF MORGAN STANLEY
The names of the directors and the names
and titles of the executive officers of Morgan Stanley and their principal occupations are set forth below. The business address
of each of the directors or executive officers is that of Morgan Stanley at 1585 Broadway, New York, New York 10036. Unless otherwise
indicated, each occupation set forth opposite an individual’s name refers to Morgan Stanley.
Name
|
Title
|
Citizenship
|
*James P. Gorman
|
Chairman of the Board and Chief Executive Officer
|
Australia and United States
|
*Erskine B. Bowles
|
Director
|
United States
|
*Howard J. Davies
|
Professor, SciencesPo
|
England
|
*Thomas H. Glocer
|
Director
|
United States
|
*Robert H. Herz
|
President, Robert H. Herz LLC
|
United States
|
*C. Robert Kidder
|
Director
|
United States
|
*Klaus Kleinfeld
|
Chairman and Chief Executive Officer of Alcoa Inc.
|
Germany
|
*Donald T. Nicolaisen
|
Director
|
United States
|
*Hutham S. Olayan
|
President, Chief Executive Officer of The Olayan Group’s U.S. operations
|
United States
|
*James W. Owens
|
Director
|
United States
|
*O. Griffith Sexton
|
Director
|
United States
|
*Ryosuke Tamakoshi
|
Senior Advisor to The Bank of Tokyo-Mitsubishi UFJ, Ltd.
|
Japan
|
*Masaaki Tanaka
|
Representative Director and Deputy President of Mitsubishi UFJ Financial Group, Inc.
|
Japan
|
*Laura D’Andrea Tyson
|
Professor of Business Administration and Economics at the Walter A. Haas School of Business at the University of California, Berkeley
|
United States
|
*Rayford Wilkins, Jr.
|
Director
|
United States
|
Gregory J. Fleming
|
Executive Vice President, President of Morgan Stanley Wealth Management and President of Investment Management
|
United States
|
Eric F. Grossman
|
Executive Vice President and Chief Legal Officer
|
United States
|
Keishi Hotsuki
|
Executive Vice President and Chief Risk Officer
|
Japan
|
Colm Kelleher
|
Executive Vice President and President of Institutional Securities
|
England and Ireland
|
Ruth Porat
|
Executive Vice President and Chief Financial Officer
|
United States and the United Kingdom
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James A. Rosenthal
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Executive Vice President and Chief Operating Officer
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United States
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* Director
SCHEDULE B
LEGAL PROCEEDINGS
Unless the context otherwise requires, the
term “Morgan Stanley” means Morgan Stanley and its consolidated subsidiaries. Morgan Stanley & Co. LLC (“MS&Co.”)
and Morgan Stanley Smith Barney LLC (“MSSB LLC”), referenced below, are Morgan Stanley’s primary U.S. broker-dealers.
(a) On September 30, 2009, Morgan Stanley
entered into an administrative settlement agreement with the U.S. Environmental Protection Agency (“EPA”) to resolve
certain violations of the U.S. environmental laws allegedly committed by Morgan Stanley during 2005. These alleged violations included:
distribution of approximately 2.7 million gallons of reformulated gasoline that failed to comply with maximum benzene content limitations;
failure to report volume and property information for each batch of gasoline blendstock imported and reformulated gasoline produced;
failure to conduct an annual attest engagement; and failure to provide product transfer documents for each transfer of reformulated
gasoline and each batch of previously certified gasoline. Without admitting or denying the EPA’s allegations, Morgan Stanley
agreed to resolve these matters for a civil penalty of $405,000.
(b) On June 24, 2010, Morgan Stanley and
the Office of the Attorney General for the Commonwealth of Massachusetts (“Massachusetts OAG”) entered into an Assurance
of Discontinuance (“AOD”) to resolve the Massachusetts OAG’s investigation of the Issuer’s financing, purchase
and securitization of certain subprime residential mortgages. The AOD provides for Morgan Stanley to make payments totaling approximately
$102.7 million, and for Morgan Stanley to use its best efforts to implement certain business practices related to such activities
on a prospective basis.
(c) On July 23, 2014, the U.S. Securities
and Exchange Commission (“SEC”) approved the Company’s Offer of Settlement to resolve an investigation of certain
subprime RMBS transactions sponsored and underwritten by the Company in 2007. Pursuant to the settlement, the Company neither
admitted nor denied the SEC’s findings but was charged with violating Sections 17(a)(2) and 17(a)(3) of the Securities Act,
and agreed to pay disgorgement and penalties in an amount of $275 million.
In addition, MS&Co. has been involved
in a number of civil proceedings and regulatory actions which concern matters arising in connection with the conduct of its business.
Certain of such proceedings have resulted in findings of violation of federal or state securities laws. Such proceedings are reported
and summarized in the MS&Co. Form BD filed with the SEC, which descriptions are hereby incorporated by reference. The MSSB
LLC Form BD filed with the SEC is also hereby incorporated by reference.