Amendment: SEC Form SC 13D/A filed by Hollysys Automation Technologies Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

Hollysys Automation Technologies Ltd.

(Name of Issuer)

Ordinary Shares, par value $0.001 per share

(Title of Class of Securities)

G45667105

(CUSIP Number)

Mengyun Tang
c/o Advanced Technology (Cayman)
Limited
Suite 3501, 35/F, Jardine House
1 Connaught Place, Central
Hong Kong, China
+852-2165-9000

With Copies To:

July 25, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

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. G45667105

CUSIP No. G45667105

CUSIP No. G45667105

CUSIP No. G45667105

CUSIP No. G45667105

CUSIP No. G45667105

EXPLANATORY NOTE

This Amendment No. 9 (this “Schedule 13D Amendment”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2023 (the “Original Schedule 13D” and, as amended by Amendment No. 1 filed with the SEC on November 24, 2023, Amendment No. 2 filed with the SEC on December 13, 2023 (“Amendment No. 2”), Amendment No. 3 filed with the SEC on January 2, 2024, Amendment No. 4 filed with the SEC on February 5, 2024, Amendment No. 5 filed with the SEC on February 9, 2024, Amendment No. 6 filed with the SEC on July 1, 2024, Amendment No. 7 filed with the SEC on July 12, 2024, Amendment No. 8 filed with the SEC on July 19, 2024 and this Schedule 13D Amendment, the “Schedule 13D”) is being filed by Mr. Liang Meng, Ascendent Capital Partners III GP Limited (“GPGP”), Ascendent Capital Partners III GP, L.P. (“GPLP”), Ascendent Capital Partners III, L.P. (“ACP III”), Skyline Automation Technologies L.P. (“Superior Fund”) and Advanced Technology (Cayman) Limited (“Advanced Technology” and, together with Mr. Meng, GPGP, GPLP, ACP III and Superior Fund, the “Reporting Persons”), with respect to Ordinary Shares, $0.001 par value per share (the “Ordinary Shares”), of Hollysys Automation Technologies Ltd., a company organized under the laws of the British Virgin Islands (the “Issuer”).

The Reporting Persons are filing this Schedule 13D Amendment in connection with the consummation of the Merger pursuant to the Merger Agreement (as defined in Amendment No. 2).

Other than as set forth below, all Items in the Original Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Original Schedule 13D.

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

On July 25, 2024, pursuant to the terms of the Merger Agreement, Superior Technologies Mergersub Limited (“Merger Sub”) merged with and into the Issuer, with the Issuer surviving the Merger as a wholly owned subsidiary of Superior Technologies Holding Limited (“Parent”). As a result of the Merger, (a) each Ordinary Share issued and outstanding immediately prior to the effective time of the Merger was cancelled in exchange for the right to receive US$26.50 per Ordinary Share in cash without interest (the “Per Share Merger Consideration”), except for (i) the Excluded Shares, as defined in the Merger Agreement, which includes Ordinary Shares held by Parent or any direct or indirect subsidiary of Parent and Ordinary Shares owned by the Issuer as treasury shares or by any direct or indirect subsidiary of the Issuer, (ii) Ordinary Shares in respect of which the holder thereof duly and validly exercised a right of dissent in accordance with Section 179 of the BVI Business Companies Act (the “BVI Act”) and did not effectively waive, withdraw, forfeit, fail to perfect or otherwise lose its rights to dissent from the Merger (the “Dissenting Shares”) and (iii) outstanding awards of restricted Ordinary Shares issued by the Issuer pursuant to the Issuer’s share plan that are subject to transfer and other restrictions which lapse upon the vesting of such awards (“Company Restricted Share Awards”), (b) the Excluded Shares were cancelled and extinguished, (c) the Dissenting Shares were cancelled and ceased to exist or be outstanding, and each dissenting shareholder ceased to be a shareholder and ceased to have any rights as a shareholder (including any right to receive Per Share Merger Consideration), subject to and except for the right to receive the payment of the fair value of such Dissenting Shares held by them determined in accordance with Section 179 of the BVI Act, (d) the Company Restricted Share Awards and the Company Options (as defined in Amendment No. 2) were treated as described in Amendment No. 2 and (e) each ordinary share of Merger Sub was converted into and became one validly issued and fully paid Ordinary Share, which constitutes the only issued and outstanding Ordinary Share following the consummation of the Merger.

In connection with the consummation of the Merger, the Ordinary Shares were delisted from the Nasdaq Global Select Market, and the Issuer intends to file a Form 15 with the SEC to terminate the registration of the Ordinary Shares under Section 12(g) of the Securities Exchange Act of 1934, as amended, within 10 days following the consummation of the Merger.

In connection with the consummation of the Merger, on July 25, 2024, the Issuer and Ascendent Capital Partners, an affiliate of the Reporting Persons, issued a joint press release (the “Press Release”) announcing the consummation of the Merger.

The foregoing description of the Press Release is a summary only and is qualified in its entirety by reference to the Press Release attached hereto as Exhibit 99.17, which is incorporated herein by reference.

Item 5 of the Schedule 13D is hereby amended and restated by the following:

The information set forth in Items 2 and 3 of this Schedule 13D is incorporated herein by reference.

Item 7 of the Schedule 13D is hereby amended and supplemented to include the following:

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 25, 2024