A123 SYSTEMS, INC. |
(Name of Issuer) |
Common Stock, par value $0.001 per share |
(Title of Class of Securities) |
03739T108
|
(CUSIP Number)
|
CUSIP No.: 03739T108
|
Page 2 of 9 Pages |
1.
|
Names of Reporting Persons.
WANXIANG GROUP CORPORATION
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
AF
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
6.
|
Citizenship or Place of Organization
People’s Republic of China
|
Number of
Shares
Beneficially
Owned by Each Reporting
Persons With
|
7.
|
Sole Voting Power
|
0
|
|
8.
|
Shared Voting Power
|
16,486,3081
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
16,486,3081
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,486,3081
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
4.99%2
|
|||
14.
|
Type of Reporting Person:
CO, HC
|
1.
|
The shares of Common Stock (as defined the Initial Schedule 13D) reported herein as beneficially owned by the Reporting Persons are shares into which Bridge Warrant No. W1 (as defined the Initial Schedule 13D) may become exercisable. Because the terms of Bridge Warrant No. W1 provide that the number of such shares depends upon the Common Stock outstanding on a fully diluted basis at the time of exercise of Bridge Warrant No. W1, the number of shares beneficially owned by the Reporting Persons is subject to change. See Items 5 and 6 of the Initial Schedule 13D.
|
2.
|
Pursuant to the Waiver Letter (defined herein), Bridge Warrant No. W1 cannot be exercised to the extent Wanxiang (as defined in the Initial Schedule 13D) and its affiliates would beneficially own in excess of 4.99% of the Common Stock. See Items 4 and 6 of this Schedule.
|
CUSIP No.: 03739T108
|
Page 3 of 9 Pages |
1.
|
Names of Reporting Persons.
WANXIANG AMERICA CORPORATION
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
WC
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
6.
|
Citizenship or Place of Organization
Kentucky
|
Number of
Shares
Beneficially
Owned by Each Reporting
Persons With
|
7.
|
Sole Voting Power
|
0
|
|
8.
|
Shared Voting Power
|
16,486,3081
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
16,486,3081
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,486,3081
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
4.99%2
|
|||
14.
|
Type of Reporting Person:
CO
|
1.
|
The shares of Common Stock (as defined the Initial Schedule 13D) reported herein as beneficially owned by the Reporting Persons are shares into which Bridge Warrant No. W1 (as defined the Initial Schedule 13D) may become exercisable. Because the terms of Bridge Warrant No. W1 provide that the number of such shares depends upon the Common Stock outstanding on a fully diluted basis at the time of exercise of Bridge Warrant No. W1, the number of shares beneficially owned by the Reporting Persons is subject to change. See Items 5 and 6 of the Initial Schedule 13D.
|
2.
|
Pursuant to the Waiver Letter (defined herein), Bridge Warrant No. W1 cannot be exercised to the extent Wanxiang (as defined in the Initial Schedule 13D) and its affiliates would beneficially own in excess of 4.99% of the Common Stock. See Items 4 and 6 of this Schedule.
|
CUSIP No.: 03739T108
|
Page 4 of 9 Pages |
1.
|
Names of Reporting Persons.
WANXIANG MANAGEMENT DEVELOPMENT INCENTIVE FOUNDATION
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
AF
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
6.
|
Citizenship or Place of Organization
People’s Republic of China
|
Number of
Shares
Beneficially
Owned by Each Reporting
Persons With
|
7.
|
Sole Voting Power
|
0
|
|
8.
|
Shared Voting Power
|
16,486,3081
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
16,486,3081
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,486,3081
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
4.99%2
|
|||
14.
|
Type of Reporting Person:
OO, HC
|
1.
|
The shares of Common Stock (as defined the Initial Schedule 13D) reported herein as beneficially owned by the Reporting Persons are shares into which Bridge Warrant No. W1 (as defined the Initial Schedule 13D) may become exercisable. Because the terms of Bridge Warrant No. W1 provide that the number of such shares depends upon the Common Stock outstanding on a fully diluted basis at the time of exercise of Bridge Warrant No. W1, the number of shares beneficially owned by the Reporting Persons is subject to change. See Items 5 and 6 of the Initial Schedule 13D.
|
2.
|
Pursuant to the Waiver Letter (defined herein), Bridge Warrant No. W1 cannot be exercised to the extent Wanxiang (as defined in the Initial Schedule 13D) and its affiliates would beneficially own in excess of 4.99% of the Common Stock. See Items 4 and 6 of this Schedule.
|
CUSIP No.: 03739T108
|
Page 5 of 9 Pages |
1.
|
Names of Reporting Persons.
GUANQIU DEVELOPMENT FOUNDATION
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
AF
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
6.
|
Citizenship or Place of Organization
People's Republic of China
|
Number of
Shares
Beneficially
Owned by Each Reporting
Persons With
|
7.
|
Sole Voting Power
|
0
|
|
8.
|
Shared Voting Power
|
16,486,3081
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
16,486,3081
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,486,3081
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
4.99%2
|
|||
14.
|
Type of Reporting Person:
OO, HC
|
1.
|
The shares of Common Stock (as defined the Initial Schedule 13D) reported herein as beneficially owned by the Reporting Persons are shares into which Bridge Warrant No. W1 (as defined the Initial Schedule 13D) may become exercisable. Because the terms of Bridge Warrant No. W1 provide that the number of such shares depends upon the Common Stock outstanding on a fully diluted basis at the time of exercise of Bridge Warrant No. W1, the number of shares beneficially owned by the Reporting Persons is subject to change. See Items 5 and 6 of the Initial Schedule 13D.
|
2.
|
Pursuant to the Waiver Letter (defined herein), Bridge Warrant No. W1 cannot be exercised to the extent Wanxiang (as defined in the Initial Schedule 13D) and its affiliates would beneficially own in excess of 4.99% of the Common Stock. See Items 4 and 6 of this Schedule.
|
CUSIP No.: 03739T108
|
Page 6 of 9 Pages |
1.
|
Names of Reporting Persons.
GUANQIU LU
|
2.
|
Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
AF
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
6.
|
Citizenship or Place of Organization
People's Republic of China
|
Number of
Shares
Beneficially
Owned by Each Reporting
Persons With
|
7.
|
Sole Voting Power
|
0
|
|
8.
|
Shared Voting Power
|
16,486,3081
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
16,486,3081
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,486,3081
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
4.99%2
|
|||
14.
|
Type of Reporting Person:
IN, HC
|
1.
|
The shares of Common Stock (as defined the Initial Schedule 13D) reported herein as beneficially owned by the Reporting Persons are shares into which Bridge Warrant No. W1 (as defined the Initial Schedule 13D) may become exercisable. Because the terms of Bridge Warrant No. W1 provide that the number of such shares depends upon the Common Stock outstanding on a fully diluted basis at the time of exercise of Bridge Warrant No. W1, the number of shares beneficially owned by the Reporting Persons is subject to change. See Items 5 and 6 of the Initial Schedule 13D.
|
2.
|
Pursuant to the Waiver Letter (defined herein), Bridge Warrant No. W1 cannot be exercised to the extent Wanxiang (as defined in the Initial Schedule 13D) and its affiliates would beneficially own in excess of 4.99% of the Common Stock. See Items 4 and 6 of this Schedule.
|
Reporting Person
|
Number of Shares of
Common Stock Beneficially Owned1, 2 |
Percentage of
Outstanding Shares of Common Stock2 |
Number of
Outstanding Shares of Common Stock3 |
Wanxiang Group
|
16,486,308
|
4.99%
|
330,386,918
|
Wanxiang America
|
16,486,308
|
4.99%
|
330,386,918
|
Wanxiang Foundation
|
16,486,308
|
4.99%
|
330,386,918
|
Guanqiu Foundation
|
16,486,308
|
4.99%
|
330,386,918
|
Dr. Lu
|
16,486,308
|
4.99%
|
330,386,918
|
Exhibit 99.12:
|
Letter dated October 19, 2012, from Wanxiang America Corporation to A123 Systems, Inc.
|
WANXIANG GROUP CORPORATION
|
|||
|
By:
|
/s/ Guanqiu Lu | |
Name: | Guanqiu Lu | ||
Title: | Chairman of the Board | ||
WANXIANG AMERICA CORPORATION
|
|||
|
By:
|
/s/ Pin Ni | |
Name: | Pin Ni | ||
Title: | President | ||
WANXIANG MANAGEMENT DEVELOPMENT INCENTIVE FOUNDATION
|
|||
|
By:
|
/s/ Guanqiu Lu | |
Name: | Guanqiu Lu | ||
Title: | President and Chairman of the Board | ||
GUANQIU DEVELOPMENT FOUNDATION
|
|||
|
By:
|
/s/ Guanqiu Lu | |
Name: | Guanqiu Lu | ||
Title: | Sole Owner | ||
GUANQIU LU | |||
/s/ Guanqiu Lu | |||