Webplus: CCCR/20190412/8-K/2_EX-99.1/000.htm SEC Original: f8k041219ex99-1_chinabat.htm
China Bat Group, Inc. Provides Notice of Proposed Settlement of Derivative Litigation Company Stipulation Kodali v. Qin, et al., Derivative Litigation BEIJING, April 12, 2019 /GLOBE NEWSWIRE/ — China Bat Group, Inc. (Nasdaq: GLG) (the “ On April 4, 2019, the Court issued an order preliminary approving the proposed settlement and providing for the notice of the settlement to be
China Bat Group, Inc. Provides Notice of Proposed Settlement of Derivative Litigation
BEIJING, April 12, 2019 /GLOBE NEWSWIRE/ -- China Bat Group, Inc. (Nasdaq: GLG) (the “Company”), an emerging used luxurious car rental service provider headquartered in Beijing, China, today announced that on April 4, 2019 the Company received a court order preliminarily approving the Stipulation of Settlement (the “Stipulation”) entered into on January 18, 2019 in the shareholder derivative action filed in the U.S. District Court Southern District of New York,Kodali v. Qin, et al.,Case No. 1:15-00806 (the “Derivative Litigation”).
Pursuant to the Stipulation, the Company will adopt certain corporate governance measures and procedures, and the Company’s insurer will pay $82,500 to the plaintiff’s counsel and a service award of $1,000 to the plaintiff. Under the settlement, the settling parties intend to fully, finally, and forever compromise, resolve, discharge, and settle the released claims and to result in the dismissal of the Derivative Litigation with prejudice, upon the terms and subject to the conditions set forth in the Stipulation.
On April 4, 2019, the Court issued an order preliminary approving the proposed settlement and providing for the notice of the settlement to be made to the Company’s shareholders. The full Notice of Proposed Settlement of Derivative Action and Stipulation and Agreement of Settlement are available on the Company’s Investor Relations page (http://ir.imbatcar.com/).
About China Bat Group, Inc.
China Bat Group, Inc. (Nasdaq: GLG) is an emerging used luxurious car rental service provider in China. The used luxurious car business is conducted under the brand name “BatCar” by the Company’s VIE entity, Tianxing Kunlun Technology Co. Ltd, from its headquarters in Beijing. Utilizing a streamlined, digital, transaction process, the Company endeavors to provide the best possible rental experience for its customers. For more information please visit https://www.imbatcar.com.
Safe Harbor Statement
This press release may contain certain “forward-looking statements” relating to the business of China Commercial Credit, Inc. and its subsidiary companies. All statements, other than statements of historical fact included herein are “forward-looking statements.” These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects” or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website at http://www.sec.gov. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
For more information, please contact:
Ms. Tina Xiao
Ascent Investor Relations LLC
Webplus: CCCR/20190412/8-K/3_EX-99.2/000.htm SEC Original: f8k041219ex99-2_chinabat.htm
NOTICE TO CURRENT GLG STOCKHOLDERS NOTICE OF PROPOSED SETTLEMENT OF DERIVATIVE ACTION TO: ALL OWNERS OF CHINA BAT GROUP, INC. (“GLG” OR THE “COMPANY”) COMMON STOCK (TICKER SYMBOL: GLG) AS OF JANUARY 18, 2019, WHO CONTINUE TO OWN SUCH SHARES (“CURRENT GLG STOCKHOLDERS”). PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS NOTICERELATES TO A PROPOSED SETTLEMENT AND DISMISSAL
NOTICE TO CURRENT GLG STOCKHOLDERS
NOTICE OF PROPOSED SETTLEMENT OF DERIVATIVE ACTION
|TO:||ALL OWNERS OF CHINA BAT GROUP, INC. (“GLG” OR THE “COMPANY”) COMMON STOCK (TICKER SYMBOL: GLG) AS OF JANUARY 18, 2019, WHO CONTINUE TO OWN SUCH SHARES (“CURRENT GLG STOCKHOLDERS”).|
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS NOTICERELATES TO A PROPOSED SETTLEMENT AND DISMISSAL OF STOCKHOLDER DERIVATIVE LITIGATION AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS.
IF THE COURT APPROVES THE SETTLEMENT AND DISMISSAL OF THE DERIVATIVE ACTION, STOCKHOLDERS OF GLG WILL BE FOREVER BARRED FROM CONTESTING THE APPROVAL OF THE PROPOSED SETTLEMENT AND FROM PURSUING RELEASED CLAIMS.
THIS ACTION IS NOT A “CLASS ACTION.” THUS, THERE IS NO COMMON FUND UPON WHICH YOU CAN MAKE A CLAIM FOR A MONETARY PAYMENT.
PLEASE TAKE NOTICE that this action is being settled on the terms in a Stipulation and
Agreement of Settlement, dated January 18, 2019 (the “Stipulation”). The purpose of this Notice is to inform you of:
|●||the existence of this derivative action,|
|●||the proposed settlement between the Plaintiff 1and the Settling Defendants reached in the Derivative Action (the “Settlement”),|
|●||the hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement,|
|●||Plaintiff’s Counsel’s application for fees and expenses, and|
|●||Plaintiff’s Service Award.|
This Notice describes what steps you may take in relation to the Settlement. This Notice is not an expression of any opinion by the Court about the truth or merits of Plaintiff’s claims or the Settling Defendants’ defenses. This Notice is solely to advise you of the proposed Settlement of the Derivative Action and of your rights in connection with the proposed Settlement.
1All capitalized terms used in this notice, unless otherwise defined herein, are defined as set forth in the Stipulation.
On January 18, 2019, Plaintiff, GLG, in its capacity as a nominal defendant, and defendants Long Yi, GLG’s Chief Financial Officer and a current member of GLG’s Board of Directors and John F. Levy, a former member of the Board entered into the Stipulation in the above-captioned action filed derivatively on behalf of GLG, in the United States District Court for the Southern District of New York (the “Court”) against the Individual Defendants (the “Derivative Action”). The Settlement, as documented in the Stipulation, subject to the approval of the Court, is intended by the Settling Parties to fully, finally, and forever compromise, resolve, discharge, and settle the Released Claims and to result in the dismissal of the Derivative Action with prejudice, upon the terms and subject to the conditions set forth in the Stipulation. The proposed Settlement requires the Company to adopt certain corporate governance measures and procedures, as outlined in Exhibit A to the Stipulation, and provides that the Settling Defendants shall cause their insurer to pay a Fee and Expense Award to Plaintiff’s Counsel of eighty-two thousand and five hundred dollars ($82,500.00) and a Service Award to Plaintiff of one thousand dollars ($1,000.00), to be paid from the Fee and Expense Award.
This notice is a summary only and does not describe all of the details of the Stipulation. For full details of the matters discussed in this summary, please see the full Stipulation posted on the Company’s website, http://ir.imbatcar.com/, contact Plaintiff’s Counsel at the address listed below, or inspect the full Stipulation filed with the Clerk of the Court.
What is the Lawsuit About?
The Derivative Action is brought derivatively on behalf of GLG and alleges that the Individual Defendants breached their fiduciary duties by failing to maintain internal controls at GLG and making and/or causing GLG to make false and misleading statements of material fact to the investing public.
Why is there a Settlement?
The Court has not decided in favor of the Settling Defendants or the Plaintiff. Instead, both sides agreed to the Settlement to avoid the distraction, costs, and risks of further litigation, and because the Settlement, including the corporate governance reforms that the Company will adopt as part of the Settlement, provides a substantial benefit to, and is in the best interests of, GLG and its stockholders.
The Settling Defendants deny each and every allegation of wrongdoing or liability arising out of or relating in any way to the events, conduct, statements, acts, or omissions alleged in the Derivative Action. The Settling Defendants further assert that, at all times, they acted in good faith, and in a manner they reasonably believed to be and that was in the best interests of GLG and GLG’s stockholders. The Settling Defendants assert that they have meritorious defenses to the claims in the Derivative Action. Nonetheless, the Settling Defendants have entered into the Stipulation, without admitting or conceding any fault, liability, wrongdoing, or damage whatsoever, in order to avoid the risks inherent in any lawsuit and the burden and expense of further litigation.
The Settlement Hearing and Your Right to Object to the Settlement
On April 4, 2019, 2019, the Court entered an order preliminarily approving the Stipulation and the Settlement contemplated therein (the “Preliminary Approval Order”) and providing for the notice of the Settlement to be made to Current GLG stockholders. The Preliminary Approval Order further provides that the Court will hold a hearing (the “Settlement Hearing”) on July 11, 2019, 2019 at 11:00 a.m. before the Honorable Andrew L. Carter, Jr., U.S. District Court, Southern District of New York, Courtroom 1306, located at the Thurgood Marshall United States Courthouse, 40 Foley Square, New York, New York 10007, to among other things: (i) determine whether the proposed Settlement is fair, reasonable and adequate and in the best interests of the Company and its stockholders; (ii) consider any objections to the Settlement submitted in accordance with this Notice; (iii) determine whether a judgment should be entered dismissing all claims in the Derivative Action with prejudice, and releasing the Released Claims against the Released Persons; (iv) consider the agreed-to Fee and Expense Award to Plaintiff’s Counsel of attorneys’ fees and the reimbursement of expenses; (v) consider the Service Award to Plaintiff, which shall be funded from the Fee and Expense Award; and (vi) consider any other matters that may properly be brought before the Court in connection with the Settlement.
Any Current GLG Stockholder who wishes to object to the fairness, reasonableness, or adequacy of the Settlement as set forth in the Stipulation, or to the proposed award of attorneys’ fees and expenses, may file a with the Court a written objection. An objector must at least fourteen (14) calendar days prior to the Settlement Hearing: (1) file with the Clerk of the Court and serve upon the below listed counsel a written objection to the Settlement setting forth (a) the nature of the objection; (b) proof of ownership of GLG common stock as of January 18, 2019 and through the date of the Settlement Hearing, including the number of shares of GLG common stock held and the date of purchase; (c) any and all documentation or evidence in support of such objection; and (d) the identities of any cases, by name, court, and docket number, in which the stockholder or his, her, or its attorney has objected to a settlement in the last three years; and (2) if intending to appear and requesting to be heard at the Settlement Hearing, he, she, or it must, in addition to the requirements of (1) above, file with the Clerk of the Court and serve on the below counsel (a) a written notice of his, her, or its intention to appear at the Settlement Hearing; (b) a statement that indicates the basis for such appearance; (c) the identities of any witnesses he, she, or it intends to call at the Settlement Hearing and a statement as to the subjects of their testimony; and (d) any and all evidence that would be presented at the Settlement Hearing. Any objector who does not timely file and serve a notice of intention to appear in accordance with this paragraph shall be foreclosed from raising any objection to the Settlement and shall not be permitted to appear at the Settlement Hearing, except for good cause shown.
IF YOU MAKE A WRITTEN OBJECTION, IT MUST BE ON FILE WITH THE CLERK OF THE COURT NO LATER THAN JUNE 27, 2019. The Clerk’s address is:
Clerk of the Court
U.S. DISTRICT COURT, SOUTHERN DISTRICT OF NEW YORK
40 Foley Square
New York, NY 10007
YOU ALSO MUST DELIVER COPIES OF THE MATERIALS TO PLAINTIFF’S COUNSEL AND DEFENDANTS’ COUNSEL SO THEY ARE RECEIVED NO LATER THAN JUNE 27, 2019. Counsels’ addresses are:
Counsel for Plaintiff:
THE BROWN LAW FIRM, P.C.
240 Townsend Square
Oyster Bay, NY 11771
Counsel for the Settling Defendants:
Mark David Hunter
HUNTER TAUBMAN FISCHER & LI LLC
2 Alhambra Plaza, Suite 650
Coral Gables, FL 33134
An objector may file an objection on his, her or its own or through an attorney hired at his, her or its own expense. If an objector hires an attorney to represent him, her or it for the purposes of making such objection, the attorney must serve a notice of appearance on the counsel listed above and file such notice with the Court no later than fourteen (14) calendar days before the Settlement Hearing. Any GLG stockholder who does not timely file and serve a written objection complying with the above terms shall be deemed to have waived, and shall be foreclosed from raising, any objection to the Settlement, and any untimely objection shall be barred.
Any objector who files and serves a timely, written objection in accordance with the instructions above, may appear at the Settlement Hearing either in person or through counsel retained at the objector’s expense. Objectors need not attend the Settlement Hearing, however, in order to have their objections considered by the Court.
If you are a Current GLG Stockholder and do not take steps to appear in this action and object to the proposed Settlement, you will be bound by the Judgment of the Court and will forever be barred from raising an objection to such settlement in this or any other action or proceeding, and from pursuing any of the Released Claims.
If you held GLG common stock as of January 18, 2019 and continue to hold such stock, you may have certain rights in connection with the proposed Settlement. You may obtain further information by contacting counsel for Plaintiff at: Timothy Brown, The Brown Law Firm, P.C., 240 Townsend Square, Oyster Bay, NY 11771, Telephone: (516) 922-5427, Email: firstname.lastname@example.org.Please Do Not Call the Court or Defendants with Questions About the Settlement.
Webplus: CCCR/20190412/8-K/1/000.htm SEC Original: f8k041219_chinabatgroup.htm
As previously disclosed, including in China Bat Group, Inc.’s (the “Company”) Form 10-K for the year ended December 31, 2019, on January 18, 2019, Plaintiff, the Company, in its capacity as a nominal defendant, and defendants Long Yi, the Company’s CFO and a current member of the Company’s Board of Directors (the “Board”) and John F. Levy, a former member of the Board entered into the Stipulation in the action filed derivatively on behalf of the Company in the U.S. District Court Southern District of New York, Kodali v. Qin, et al., Case No. 1:15-00806. On April 4, 2019, the Court issued an order preliminarily approving the proposed settlement and providing for the notice of the settlement to be made to the Company’s shareholders.
The press release regarding the Notice of Proposed Settlement of Derivative Action and a copy of the Notice is attached to this Current Report on Form 8-K as Exhibit 99.1 and 99.2, respectively and is incorporated into this Item 8.01 by reference. The full Notice of Proposed Settlement of Derivative Action and Stipulation and Agreement of Settlement are available on the Company’s Investor Relations page (http://ir.imbatcar.com/). The contents of the Company’s corporate website shall not be deemed to be incorporated by reference into this Current Report on Form 8-K.
|Item 9.01||Financial Statements and Exhibits.|
|99.1||Press release regarding the Derivative Notice of Proposed Settlement, dated April 12, 2019|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|CHINA BAT GROUP, INC.|
|Date: April 12, 2019||By:||/s/ Jiaxi Gao|
|Title:||Chief Executive Officer|
Ticker: CCCR, Company: China Bat Group, Inc., Type: 8-K, Date: 2019-04-12CIK: 0001556266, Location: F4, SIC: 6021, SIC Desc: NATIONAL COMMERCIAL BANKS
Business Phone & Address:
ROOM 104 NO.33 SECTION D, NO.6, MIDDLE XIERQI ROAD, HAIDIAN DISTRICT