UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)
Exceed Company Ltd.
(Name of Issuer)
Ordinary Shares, $0.0001 par value
(Title of Class of Securities)
G32335
(CUSIP Number)
Shuipan Lin Shuli Chen Tiancheng Int'l Investment Group Limited No. 103, Qiancanggong Road, Huatingkou Village Fujian Province, P.R.China +(86) 595 3630 6888 | Victory Summit Investments Limited New Horizon Capital Partners III, Ltd. New Horizon Capital Partners, Ltd. New Horizon Capital III, L.P. New Horizon Capital, L.P. Windtech Holdings Limited Wisetech Holdings Limited PO Box 314, 3rd Floor, 18 Fort Street George Town, Grand Cayman KY1-1104, Cayman Islands +(345) 749 8630
|
Jinlei Shi RichWise International Investment Group Limited Room 4101, Landmark, 4028 Jintian Road Futian District Shenzhen, P.R.China +(86) 755 8283 9998
| Weixin Zhuang HK Haima Group Limited Room 18 Unit A 14/F, Shun On Commercial Building Hong Kong +(852) 8131 2057
|
Dongdong Ding No. 109, Qiancanggong Road, Huatingkou Village Fujian Province, People's Republic of China +(86) 595 3630 6888 | Zenghong Liu Eagle Rise Investments Limited Room 2303, No. 12 Building 6 Dingtaifenghua, Qianhai Road Nanshan District Shenzhen, P.R.China +(86) 755 8283 9998 |
With a copy to:
Peter X. Huang
Skadden, Arps, Slate, Meagher & Flom LLP
30th Floor, China World Office 2
No. 1, Jianguomenwai Avenue
Beijing 100004, People’s Republic of China
+(86) 10 6535-5599
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 5, 2014
(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.¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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).
| Page 2 of 29 |
CUSIP No. | G32335 |
| 1. | NAME OF REPORTING PERSON: Shuipan Lin |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS PF |
| 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 12,822,986 |
| 8. | SHARED VOTING POWER 2,037,053 | |
| 9. | SOLE DISPOSITIVE POWER 12,822,986 | |
| 10. | SHARED DISPOSITIVE POWER 2,037,053 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,860,039 (1) (2) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.0% (3) |
| 14. | TYPE OF REPORTING PERSON IN |
(1) The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 22,143,530 shares of Common Stock.
(2) Includes the 2,037,053 Ordinary Shares beneficially owned by Shuli Chen.
(3) Percentage calculated based on 33,752,980 Ordinary Shares outstanding as of August 31, 2014 as provided by the Company.
| Page 3 of 29 |
CUSIP No. | G32335 |
| 1. | NAME OF REPORTING PERSON: Tiancheng Int'l Investment Group Limited |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS 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 Hong Kong |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 |
| 8. | SHARED VOTING POWER 2,037,053 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 2,037,053 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,037,053 (1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% (2) |
| 14. | TYPE OF REPORTING PERSON CO |
(1) The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 22,143,530 shares of Common Stock.
(2) Percentage calculated based on 33,752,980 Ordinary Shares outstanding as of August 31, 2014 as provided by the Company.
| Page 4 of 29 |
CUSIP No. | G32335 |
| 1. | NAME OF REPORTING PERSON: Shuli Chen |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS PF |
| 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 2,037,053 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 2,037,053 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,037,053 (1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0%(2) |
| 14. | TYPE OF REPORTING PERSON IN |
(1) The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 22,143,530 shares of Common Stock.
(2) Percentage calculated based on 33,752,980 Ordinary Shares outstanding as of August 31, 2014 as provided by the Company.
| Page 5 of 29 |
CUSIP No. | G32335 |
| 1. | NAME OF REPORTING PERSON: RichWise International Investment Group Limited |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS 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 1,907,180 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 1,907,180 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,907,180 (1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%(2) |
| 14. | TYPE OF REPORTING PERSON CO |
(1) The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 22,143,530 shares of Common Stock.
(2) Percentage calculated based on 33,752,980 Ordinary Shares outstanding as of August 31, 2014 as provided by the Company.
| Page 6 of 29 |
CUSIP No. | G32335 |
| 1. | NAME OF REPORTING PERSON: Jinlei Shi |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS PF |
| 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 1,907,180 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 1,907,180 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,907,180(1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%(2) |
| 14. | TYPE OF REPORTING PERSON IN |
(1) The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 22,143,530 shares of Common Stock.
(2) Percentage calculated based on 33,752,980 Ordinary Shares outstanding as of August 31, 2014 as provided by the Company.
| Page 7 of 29 |
CUSIP No. | G32335 |
| 1. | NAME OF REPORTING PERSON: Windtech Holdings Limited |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS WC |
| 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 2,374,670 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 2,374,670 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,374,670(1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0%(2) |
| 14. | TYPE OF REPORTING PERSON CO |
(1) The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 22,143,530 shares of Common Stock.
(2) Percentage calculated based on 33,752,980 Ordinary Shares outstanding as of August 31, 2014 as provided by the Company.
| Page 8 of 29 |
CUSIP No. | G32335 |
| 1. | NAME OF REPORTING PERSON: New Horizon Capital III, L.P. |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 |
| 8. | SHARED VOTING POWER 2,374,670 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 2,374,670 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,374,670(1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0%(2) |
| 14. | TYPE OF REPORTING PERSON PN |
(1) The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 22,143,530 shares of Common Stock.
(2) Percentage calculated based on 33,752,980 Ordinary Shares outstanding as of August 31, 2014 as provided by the Company.
| Page 9 of 29 |
CUSIP No. | G32335 |
| 1. | NAME OF REPORTING PERSON: New Horizon Capital Partners III, Ltd. |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 |
| 8. | SHARED VOTING POWER 2,374,670 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 2,374,670 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,374,670(1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0%(2) |
| 14. | TYPE OF REPORTING PERSON CO |
(1) The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 22,143,530 shares of Common Stock.
(2) Percentage calculated based on 33,752,980 Ordinary Shares outstanding as of August 31, 2014 as provided by the Company.
| Page 10 of 29 |
CUSIP No. | G32335 |
| 1. | NAME OF REPORTING PERSON: Wisetech Holdings Limited |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS WC |
| 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 1,583,114 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 1,583,114 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,583,114(1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%(2) |
| 14. | TYPE OF REPORTING PERSON CO |
(1) The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 22,143,530 shares of Common Stock.
(2) Percentage calculated based on 33,752,980 Ordinary Shares outstanding as of August 31, 2014 as provided by the Company.
| Page 11 of 29 |
CUSIP No. | G32335 |
| 1. | NAME OF REPORTING PERSON: New Horizon Capital, L.P. |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 |
| 8. | SHARED VOTING POWER 1,583,114 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 1,583,114 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,583,114(1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%(2) |
| 14. | TYPE OF REPORTING PERSON PN |
(1) The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 22,143,530 shares of Common Stock.
(2) Percentage calculated based on 33,752,980 Ordinary Shares outstanding as of August 31, 2014 as provided by the Company.
| Page 12 of 29 |
CUSIP No. | G32335 |
| 1. | NAME OF REPORTING PERSON: New Horizon Capital Partners, Ltd. |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 |
| 8. | SHARED VOTING POWER 1,583,114 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 1,583,114 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,583,114(1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%(2) |
| 14. | TYPE OF REPORTING PERSON CO |
(1) The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 22,143,530 shares of Common Stock.
(2) Percentage calculated based on 33,752,980 Ordinary Shares outstanding as of August 31, 2014 as provided by the Company.
| Page 13 of 29 |
CUSIP No. | G32335 |
| 1. | NAME OF REPORTING PERSON: Victory Summit Investments Limited |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS WC |
| 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 3,957,784 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 3,957,784 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,957,784(1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%(2) |
| 14. | TYPE OF REPORTING PERSON CO |
(1) The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 22,143,530 shares of Common Stock.
(2) Percentage calculated based on 33,752,980 Ordinary Shares outstanding as of August 31, 2014 as provided by the Company.
| Page 14 of 29 |
CUSIP No. | G32335 |
| 1. | NAME OF REPORTING PERSON: HK Haima Group Limited |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS 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 Hong Kong |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 |
| 8. | SHARED VOTING POWER 1,018,527 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 1,018,527 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,018,527 (1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0%(2) |
| 14. | TYPE OF REPORTING PERSON CO |
(1) The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 22,143,530 shares of Common Stock.
(2) Percentage calculated based on 33,752,980 Ordinary Shares outstanding as of August 31, 2014 as provided by the Company.
| Page 15 of 29 |
CUSIP No. | G32335 |
| 1. | NAME OF REPORTING PERSON: Weixin Zhuang |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS PF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 |
| 8. | SHARED VOTING POWER 1,018,527 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 1,018,527 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,018,527 (1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0%(2) |
| 14. | TYPE OF REPORTING PERSON IN |
(1) The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 22,143,530 shares of Common Stock.
(2) Percentage calculated based on 33,752,980 Ordinary Shares outstanding as of August 31, 2014 as provided by the Company.
| Page 16 of 29 |
CUSIP No. | G32335 |
| 1. | NAME OF REPORTING PERSON: Dongdong Ding |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS PF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION China |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 100,000 |
| 8. | SHARED VOTING POWER 0 | |
| 9. | SOLE DISPOSITIVE POWER 100,000 | |
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,000 (1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% (2) |
| 14. | TYPE OF REPORTING PERSON IN |
(1) The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 22,143,530 shares of Common Stock.
(2) Percentage calculated based on 33,752,980 Ordinary Shares outstanding as of August 31, 2014 as provided by the Company.
| Page 17 of 29 |
CUSIP No. | G32335 |
| 1. | NAME OF REPORTING PERSON: Eagle Rise Investments Limited |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS 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 300,000 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 300,000 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 (1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% (2) |
| 14. | TYPE OF REPORTING PERSON CO |
(1) The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 22,143,530 shares of Common Stock.
(2) Percentage calculated based on 33,752,980 Ordinary Shares outstanding as of August 31, 2014 as provided by the Company.
| Page 18 of 29 |
CUSIP No. | G32335 |
| 1. | NAME OF REPORTING PERSON: Zenghong Liu |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS PF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION China |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 |
| 8. | SHARED VOTING POWER 300,000 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 300,000 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 (1) |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% (2) |
| 14. | TYPE OF REPORTING PERSON IN |
(1) The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 22,143,530 shares of Common Stock.
(2) Percentage calculated based on 33,752,980 Ordinary Shares outstanding as of August 31, 2014 as provided by the Company.
| Page 19 of 29 |
INTRODUCTORY NOTE
This Amendment No. 3 amends and supplements the original statement on Schedule 13D (as amended by Amendment No. 1 to the Schedule 13D filed on February 25, 2014, and Amendment No. 2 to the Schedule 13D filed on June 5, 2014, the “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on December 4, 2013 jointly by Shuipan Lin (“Mr. Lin”), Shuili Chen ("Ms. Chen"), Tiancheng Int'l Investment Group Limited (“Tiancheng”), Victory Summit Investments Limited (“Victory Summit”), New Horizon Capital Partners III, Ltd. ("NH Capital III"), New Horizon Capital Partners, Ltd. ("NH Capital"), New Horizon Capital III, L.P. ("NH III"), New Horizon Capital, L.P. ("NH"), Windtech Holdings Limited ("Windtech"), Wisetech Holdings Limited ("Wisetech"), Jinlei Shi ("Mr. Shi"), RichWise International Investment Group Limited ("RichWise"), Weixin Zhuang ("Ms. Zhuang"), HK Haima Group Limited ("Haima"), Dongdong Ding (“Mr. Ding”), Zenghong Liu (“Mr. Liu”) and Eagle Rise Investments Limited (“Eagle Rise”, together with Mr. Lin, Ms. Chen, Tiancheng, Victory Summit, NH Capital III, NH Capital, NH III, NH, Windtech, Wisetech, Mr. Shi, Richwise, Ms. Zhuang, Haima, Mr. Ding and Mr. Liu, the “Reporting Persons”). Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings assigned to such terms in the Schedule 13D.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 is hereby supplemented as follows:
Mr. Lin has been advised by Ms. Zhuang and Mr. Chen that Ms. Zhuang and Mr. Chen would not be able to make available to Mr. Lin by depositing in an overseas bank account designated by Mr. Lin the full amount of the Term Loans in accordance with the terms of the Loan Agreements. In light of the foregoing, the parties terminated the Loan Agreements. In connection therewith, Mr. Lin returned that portion of the Term Loans (in an amount of US$5 million) that had previously been deposited in Mr. Lin's overseas bank account by Ms. Zhuang. To provide financing to fund his equity commitment under the Equity Commitment Letter, Mr. Lin entered into a loan agreement with Mr. Chunti Ding ("Mr. Ding") on September 5, 2014 (the “Ding Loan Agreement”). Pursuant to the Ding Loan Agreement, Mr. Ding will extend a term loan of US$15,000,000 bearing interest of 10% per annum to Mr. Lin (the “Ding Loan”). The term of the Ding Loan was for 18 months, and Mr. Ding committed to provide the loan on or before December 20, 2014. The principal and interest of the Ding Loan shall be repaid in lump sum in cash on the maturity date. The Ding Loan will be used by Mr. Lin to fund his equity commitment to purchase Parent securities pursuant to the Equity Commitment Letter. A copy of the Ding Loan Agreement is filed as Exhibit 7.12, and incorporated herein by reference in its entirety.
On September 5, 2014, Mr. Lin and Mr. Ding terminated the Ding Loan Agreement. On the same day, Mr. Lin entered into a loan agreement with Ms. Xiuyu Chen ("Ms. Chen") (the "Chen Loan Agreement"). Pursuant to the Chen Loan Agreement, Mr. Lin expects that Ms. Chen will extend a term loan of US$15,000,000 bearing interest of 9.5% per annum to Mr. Lin (the "Chen Loan"). According to the terms of the Chen Loan Agreement, the principal and interest of the Chen Loan shall be repaid in lump sum in cash within two months after the closing of the Merger. The Chen Loan will be used by Mr. Lin to fund his equity commitment to purchase Parent securities pursuant to the Equity Commitment Letter. A copy of the Chen Loan Agreement is filed as Exhibit 7.13, and incorporated herein by reference in its entirety.
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 is hereby supplemented as follows:
Under the terms of the Merger Agreement, either the Company or Parent may terminate the Merger Agreement without payment of a termination fee if the Merger is not consummated by the termination date of September 2, 2014 (the “Termination Date”). As of the date hereof, the Merger Agreement has not been terminated by either party. The Company has indicated that the Special Committee of Independent Directors of the Company was in discussions with Mr. Lin regarding a potential amendment to the Merger Agreement that would extend the Termination Date. The Company indicated that it will provide a further update with respect to the proposed amendment and the timing of a reconvened shareholder meeting once discussions with respect to the proposed amendment have been finalized and such amendment has been executed.
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Item 6 is hereby supplemented as follows:
The description of the Ding Loan Agreement and the Chen Loan Agreement under Item 3 is incorporated herein by reference in its entirety.
| Page 20 of 29 |
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Exhibit 7.12 | Loan Agreement, by and between Mr. Lin and Mr. Ding, dated September 5, 2014 (English Translation). |
| Exhibit 7.13 | Loan Agreement, by and between Mr. Lin and Ms. Chen, dated September 5, 2014 (English Translation). |
| Page 21 of 29 |
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: September 23, 2014 | ||
| Shuipan Lin | ||
| By: | /s/ Shuipan Lin | |
| Name: | Shuipan Lin | |
| Shuli Chen | ||
| By: | /s/ Shuli Chen | |
| Name: | Shuli Chen | |
| Tiancheng Int'l Investment Group Limited | ||
| By: | /s/ Shuli Chen | |
| Name: | Shuli Chen | |
| Title: | Director | |
[Signature page to Schedule 13D Amendment No. 3]
| Windtech Holdings Limited | ||
| By: | /s/ Wong Kok Wai | |
| Name: | Wong Kok Wai | |
| Title: | Director | |
| Wisetech Holdings Limited | ||
| By: | /s/ Wong Kok Wai | |
| Name: | Wong Kok Wai | |
| Title: | Director | |
| New Horizon Capital III, L.P. | ||
| ByNew Horizon Capital Partners III, Ltd., its general partner | ||
| By: | /s/ Yu Jianming | |
| Name: | Yu Jianming | |
| Title: | Director | |
| New Horizon Capital, L.P. | ||
| ByNew Horizon Capital Partners, Ltd., its general partner | ||
| By: | /s/ Yu Jianming | |
| Name: | Yu Jianming | |
| Title: | Director | |
| New Horizon Capital Partners III, Ltd. | ||
| By: | /s/ Yu Jianming | |
| Name: | Yu Jianming | |
| Title: | Director | |
| New Horizon Capital Partners, Ltd. | ||
| By: | /s/ Yu Jianming | |
| Name: | Yu Jianming | |
| Title: | Director | |
| Victory Summit Investments Limited | ||
| By: | /s/ Yu Jianming | |
| Name: | Yu Jianming | |
| Title: | Director | |
[Signature page to Schedule 13D Amendment No. 3]
| Jinlei Shi | ||
| By: | /s/ Jinlei Shi | |
| Name: | Jinlei Shi | |
| RichWise International Investment Group Limited | ||
| By: | /s/ Jinlei Shi | |
| Name: | Jinlei Shi | |
| Title: | Director | |
[Signature page to Schedule 13D Amendment No. 3]
| Weixin Zhuang | ||
| By: | /s/ Weixin Zhuang | |
| Name: | Weixin Zhuang | |
| HK Haima Group Limited | ||
| By: | /s/ Weixin Zhuang | |
| Name: | Weixin Zhuang | |
| Title: | Director | |
[Signature page to Schedule 13D Amendment No. 3]
| Dongdong Ding | ||
| By: | /s/ Dongdong Ding | |
| Name: | Dongdong Ding | |
[Signature page to Schedule 13D Amendment No. 3]
| Zenghong Liu | ||
| By: | /s/ Zenghong Liu | |
| Name: | Zenghong Liu | |
| Eagle Rise Investments Limited | ||
| By: | /s/ Zenghong Liu | |
| Name: | Zenghong Liu | |
| Title: | Director | |
[Signature page to Schedule 13D Amendment No. 3]
