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No. of Recommendations: 9
$7 per share.

So in case you were wondering why the pop this morning pre-market.

The only link I could find is the SEC filing here:
http://secfilings.com/searchresultswide.aspx?link=2&fili...

Hopefully we can shoot it down again. But it looks like they've changed the voting to the majority of the shares which are voted, instead of the majority of shares owned.

Listed as "REVISED":


Price Increase . Increase the merger consideration to $7.00 in cash per share of the Company’s common stock, which increase will be conditioned upon the Special Committee’s modification of the “Requisite Company Vote” requirement in the merger agreement as described below. Our increased offer price represents a premium of approximately 6.1% to our original offer price of $6.60, a premium of 31.8% to the Company’s closing price on March 7, 2014, the last trading day of the week during which the Merger Agreement was not approved by the Company’s stockholders, and a premium of 4.6% to the per share merger consideration of $6.69 under the original merger agreement.


“Requisite Company Vote” Requirement . As condition to the Buyer Consortium’s increase of the merger consideration, the Special Committee will modify clause (iii) of the “Requisite Company Vote” requirement in the merger agreement to provide that the voting requirement thereunder is the approval by a majority of the outstanding shares held by the unaffiliated common stockholders that are present in person or by proxy and voting for or against approval of the merger agreement at the stockholders’ meeting, instead of a majority of all issued and outstanding shares held by the unaffiliated common stockholders as contemplated under the current merger agreement.


Good luck to all.
McT (long YONG)
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No. of Recommendations: 3
I have been following this stock for nearly 3 years: nothing but absolute disappointment for the longs. The longs initially had wait off fraud accusations and a trade suspension. Now we have to fight off management that is determined to steal the company at a paltry $7 per share when a company growing at this rate should be trading at around $60 per share.

I don’t see how it is possible for us to win given managements determination to steal the company by changing the voting rules mid way.
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No. of Recommendations: 1
I was worried about this...without knowing details, I'm guessing management learned from the last vote how to get what they wanted.
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No. of Recommendations: 5
Yep.

Generally overtime, longs can fight short sellers, negative press etc; however, I do not see how we can fight a management team that clearly does not have any shareholder interests in mind.

I am curious to know what Mekong thinks given his long track record of following the stock but I do think this is the final nail in the coffin.

Overall lesson: be wary of buying Chinese stocks.
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No. of Recommendations: 4
This is very disappointing news. The $7 price is the highest price they could offer to still have the $7 options expire worthless. I don’t think that is a coincidence. I think the arbitrager who wrote those calls had some influence over this decision to make the offer at exactly $7. If this vote would count all outstanding shares not owned by the buy-out group, I would not be that worried, but it sounds like they are going to exclude the shares that are not voted instead of turning those into no votes. I’m not sure if this is allowed, but if it is then that is very bad news given that they would have won the last vote if the no-votes were excluded. I’m surprised that they would be allowed to exclude them. Very disappointing day…
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No. of Recommendations: 0
I decided to sell my shares today based on the new buyout offer. I still hold the Jan2016 $5 and $7 calls. Fortunately, the gain in the $5 calls will more than make up for the loss on the $7 calls should the buyout happen at $7.

I believe that the buyout will go through this time. Such a shame since the company is worth so many time more than this lowball offer.
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No. of Recommendations: 4
The change in the nonafilliated vote requirement is the worst part. Even if everyone that voted against the deal last time banded together and hired a proxy to vote our shares in China at the meeting, I'm sure any arb firms involved would do the same and would win because the unvoted shares wouldn't count. I asked a friend who is a corporate legal counsel to let me know if there is any illegality in doing it this way for a company registered in Nevada.

The Special Committee hasn't accepted any new offer yet. I guess one big question would be whether they would still have to get a new fairness opinion and how crazy would HL have to change assumptions to get an ok to it now given that 2013 is in the books and came out much better than they last expected and that management has already said on the last conf call that the new manufacturing facility is only in the early stages.
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No. of Recommendations: 0
What Crooks! I didn't vote last time because I knew they counted as a No. I will vote this time if I can. Am holding my shares because it will not hit 7 until the vote goes through and I want every penny. I hope their is a class action lawsuit we can join.
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Mekong--Unless I'm missing something, I don't think you have to hire a proxy to vote no. You just have to vote, as opposed to not voting.

Still a problem.

BRD
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mekong22,

Can you explain in more detail what you meant by: "Even if everyone that voted against the deal last time banded together and hired a proxy to vote our shares in China at the meeting"

What good would it do to vote in China? We can vote via proxyvote.com.
Would there be a way to vote the unvoted shares in China?

Thanks,

Ellipsoid
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You guys are right, I misinterpreted the new requirement to mean that shareholders or someone acting as their proxy had to vote in person in china but you are right the proxy vote is the same thing we did last time. Only then invites wouldn't count.
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No. of Recommendations: 0
"The change in the nonafilliated vote requirement is the worst part."


Is there any chance that the first shareholder victory will awaken non voters from last voting? Probably not. My vote will be in this time around, despite what I believe to be are long odds.
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No. of Recommendations: 1
just re-read my last post above and realized I typed "invites" instead of "nonvotes". Should say"...only the nonvotes wouldn't count."

sorry for any confusion.

If the offer is accepted, hopefully enough arbs got scared off after last time and aren't willing to risk it by coming back. Combination of that plus folks like 4Buffet that didn't vote last time because they didn't need to will vote next time and, hey, you never know. Lots of folks didn't think we had a shot last time and we won by a huge margin...stranger things have happened.
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No. of Recommendations: 2
Did the release 'reset' the date of owning YONG shares to vote for this new tentative proposal??

I presume there will be a new effective date for owning YONG shares in order to vote again.

If so, our Motley Fool team will likely have fewer actual YONG shares to vote since a number of us have sold our YONG shares, then obtained options.

I am afraid that our voting power has gotten weaker.

Lastly, I do not understand how it is legal to have a U.S. based registration (in Nevada??) allow a company's Board of Directors to change the 'effective voting power rules' rather than stock holders are the only ones that can change the voting rules (e.g., State Legislative statutes can NOT legally change Constitution rules and amendments - - only citizen votes can change State Constitutions).

Along this same thread, why is the SEC not investigating Morgan Stanley for their implied collusion in the YONG sleigh-of-hand dealings??

I know there are always a few crooks (not many) in the corporate and financial world, but YONG is more-and-more becoming the leader of the pack!!
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No. of Recommendations: 1
Did the release 'reset' the date of owning YONG shares to vote for this new tentative proposal??

There is no accepted offer so no reason to reset any dates yet although I suspect they will reset the date if they accept a new offer which is probably good for us

I'm not sure if they are changing any voting rules to do a deal this new way. They could be, it depends what is in the company's bypass and charter which is publicly available. If they needed to amend them, they probably could with a simple majority of all shareholders unfortunately.
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