The Reporting Persons intend to review their investment in the Issuer on a continuing basis and subject to applicable law and depending upon various factors, including without limitation, the Issuer’s financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions, other available investment opportunities, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, they may endeavor (i) to increase or decrease their position in the Issuer through, among other things, the purchase or sale of ADSs or Ordinary Shares and/or other equity, debt, derivative securities or other instruments that are convertible into ADSs or Ordinary Shares, or are based upon or relate to the value of the ADSs or Ordinary Shares or the Issuer (collectively, “Securities”) on the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge its economic exposure to the ADSs or Ordinary Shares or other Securities without affecting the Reporting Persons’ beneficial ownership of the Ordinary Shares or other Securities. In addition, the Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) propose or consider one or more of the actions described in subparagraphs (a)—(j) of Item 4 of Schedule 13D.
The Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)-(c) and (e)-(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein.
| Item 5. | Interest in Securities of the Issuer |
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Ordinary Shares and percentages of the Ordinary Shares beneficially owned by each of the Reporting Persons. The percentages used in this Schedule 13D are calculated based upon an aggregate of 258,140,880 shares outstanding as of November 8, 2022, which is (i) 12,907,044 Ordinary Shares, representing 5% of the outstanding Ordinary Shares as of November 8, 2022, as reported in Exhibit 99.2 to the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on November 8, 2022, multiplied by (ii) twenty.
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Ordinary Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c) The transactions by the Reporting Persons in the ADSs of the Issuer during the past sixty (60) days are set forth in Schedule A. All such transactions were carried out in open market transactions.
(d) Other than the Funds, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale, of the ADSs or Ordinary Shares.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The Funds hold short exchange-listed put options referencing an aggregate of 4,798 Shares, which have an exercise price of $3.00 per Share and expire on March 10, 2023.
