1. | Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). | Honest Plus Investments Limited |
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) | N/A |
6. | Citizenship or Place of Organization | British Virgin Islands |
Number of Shares Bene-ficially by Owned by Each Reporting Person With | 7. Sole Voting Power | |
8. Shared Voting Power . | 114,996,929(1)(2) | |
9. Sole Dispositive Power | ||
10. Shared Dispositive Power | ||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 114,996,929(1)(2) |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | □ |
13. | Percent of Class Represented by Amount in Row (11) | 50.5% |
14. | Type of Reporting Person (See Instructions) | OO |
(1) | The calculation of this percentage is based on 227,716,692 Ordinary Shares as reported in the Issuer’s Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016. |
(2) | Pursuant to a certain voting agreement and irrevocable proxy dated as of July 17, 2016 (the “Voting Agreement”), Perfect Lead and Honest Plus were appointed as proxies authorized to vote all of the Shares at any meeting of the shareholders of the Issuer and in connection with any corporate action by the shareholders of the Issuer related to the Xiniya Transaction and the Chutian Transaction. The Reporting Persons were not granted any dispositive power over the Shares under the Voting Agreement and thus the Reporting Persons do not have any dispositive power over any of the Shares. |
1. | Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). | Perfect Lead International Limited |
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) | N/A |
6. | Citizenship or Place of Organization | British Virgin Islands |
Number of Shares Bene-ficially by Owned by Each Reporting Person With | 7. Sole Voting Power | |
8. Shared Voting Power | 114,996,929(1)(2) | |
9. Sole Dispositive Power | ||
10. Shared Dispositive Power | ||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 114,996,929(1)(2) |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | □ |
13. | Percent of Class Represented by Amount in Row (11) | 50.5% |
14. | Type of Reporting Person (See Instructions) | OO |
(1) | The calculation of this percentage is based on 227,716,692 Ordinary Shares as reported in the Issuer’s Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016. |
(2) | Pursuant to the Voting Agreement, Perfect Lead and Honest Plus were appointed as proxies authorized to vote all of the Shares at any meeting of the shareholders of the Issuer and in connection with any corporate action by the shareholders of the Issuer related to the Xiniya Transaction and the Chutian Transaction. The Reporting Persons were not granted any dispositive power over the Shares under the Voting Agreement and thus the Reporting Persons do not have any dispositive power over any of the Shares. |
1. | Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). | Luxuriant Mount Limited |
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) | N/A |
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | N/A |
6. | Citizenship or Place of Organization | British Virgin Islands |
Number of Shares Bene-ficially by Owned by Each Reporting Person With | 7. Sole Voting Power | |
8. Shared Voting Power | 114,996,929(1)(2) | |
9. Sole Dispositive Power | ||
10. Shared Dispositive Power | ||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 114,996,929(1)(2) |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | □ |
13. | Percent of Class Represented by Amount in Row (11) | 50.5% |
14. | Type of Reporting Person (See Instructions) | OO |
(1) | The calculation of this percentage is based on 227,716,692 Ordinary Shares as reported in the Issuer’s Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016. |
(2) | Pursuant to the Voting Agreement, Perfect Lead and Honest Plus were appointed as proxies authorized to vote all of the Shares at any meeting of the shareholders of the Issuer and in connection with any corporate action by the shareholders of the Issuer related to the Xiniya Transaction and the Chutian Transaction. The Reporting Persons were not granted any dispositive power over the Shares under the Voting Agreement and thus the Reporting Persons do not have any dispositive power over any of the Shares. Luxuriant Mount Limited (“Luxuriant”) is the controlling shareholder of Honest Plus. |
1. | Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). | Wei Qizhi |
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) | N/A |
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | N/A |
6. | Citizenship or Place of Organization | PRC |
Number of Shares Bene-ficially by Owned by Each Reporting Person With | 7. Sole Voting Power | |
8. Shared Voting Power | 114,996,929(1)(2) | |
9. Sole Dispositive Power | ||
10. Shared Dispositive Power | ||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 114,996,929(1)(2) |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | □ |
13. | Percent of Class Represented by Amount in Row (11) | 50.5% |
14. | Type of Reporting Person (See Instructions) | IN |
(1) | The calculation of this percentage is based on 227,716,692 Ordinary Shares as reported in the Issuer’s Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016. |
(2) | Pursuant to the Voting Agreement, Perfect Lead and Honest Plus were appointed as proxies authorized to vote all of the Shares at any meeting of the shareholders of the Issuer and in connection with any corporate action by the shareholders of the Issuer related to the Xiniya Transaction and the Chutian Transaction. The Reporting Persons were not granted any dispositive power over the Shares under the Voting Agreement and thus the Reporting Persons do not have any dispositive power over any of the Shares. Mr. Wei Qizhi is the sole director and shareholder of Perfect Lead; and the director and indirect controlling shareholder of Honest Plus through Luxuriant. Mr. Wei Qizhi may be deemed to have voting power over the Shares. |
1. | Perfect Lead. |
(a) | Perfect Lead is a corporation organized under the laws of the British Virgin Islands with a principal business involving investments. |
(b) | The principal office for Perfect Lead is located at 6/F., Building 1, Hubei Daily Culture Creative Industry Park, No. 181 Donghu Road, Wuchang District, Wuhan City, Hubei Province, PRC. |
(c) | Within the last five years, Perfect Lead has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(d) | During the last five years, Perfect Lead has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. |
2. | Honest Plus. |
(a) | Honest Plus is a corporation organized under the laws of the British Virgin Islands with a principal business involving investments. |
(b) | The principal office for Honest Plus is located at 6/F., Building 1, Hubei Daily Culture Creative Industry Park, No. 181 Donghu Road, Wuchang District, Wuhan City, Hubei Province, PRC. |
(c) | Within the last five years, Honest Plus has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(d) | During the last five years, Honest Plus has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. |
3. | Luxuriant. |
(a) | Luxuriant is a corporation organized under the laws of the British Virgin Islands with a principal business involving investments. |
(b) | The principal office for Luxuriant is located at 6/F., Building 1, Hubei Daily Culture Creative Industry Park, No. 181 Donghu Road, Wuchang District, Wuhan City, Hubei Province, PRC. |
(c) | Within the last five years, Luxuriant has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(d) | During the last five years, Luxuriant has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. |
4. | Mr. Wei Qizhi. |
(a) | Mr. Wei Qizhi, an individual. |
(b) | Mr. Wei Qizhi’s business address is 6/F., Building 1, Hubei Daily Culture Creative Industry Park, No. 181 Donghu Road, Wuchang District, Wuhan City, Hubei Province, PRC. |
(c) | Mr. Wei Qizhi’s present principal occupation is a general manager, but is also a director of Luxuriant, Honest Plus and Perfect Lead. |
(d) | Within the last five years, Mr. Wei Qizhi has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e) | During the last five years, Mr. Wei Qizhi has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. |
(f) | Mr. Wei Qizhi is a citizen of the PRC. |
(a) | The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
(b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
(c) | A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
(d) | Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; |
(e) | Any material change in the present capitalization or dividend policy of the Issuer; |
(f) | Any other material change in the Issuer’s business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; |
(g) | Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; |
(h) | Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
(i) | A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or |
(j) | Any action similar to any of those enumerated above. |
(a) | Determined in accordance with Rule 13d-3(d)(1), as a result of the voting power granted under the Voting Agreement, Honest Plus and Perfect Lead may be deemed to beneficially own 114,996,929 Ordinary Shares, or 50.5% of the outstanding Ordinary Shares. The calculation of this percentage is based on 227,716,692 Ordinary Shares as reported in the Issuer’s Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 29, 2016. |
(b) | The following table sets forth the number of Shares as to which the Reporting Persons have (i) the sole power to vote or direct the vote, (ii) shared power to vote or to direct the vote, (iii) sole power to dispose or to direct the disposition, or (iv) shared power to dispose or to direct disposition: |
Reporting Person | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power |
Perfect Lead | 0 | 114,996,929 | 0 | 0 |
Honest Plus | 0 | 114,996,929 | 0 | 0 |
Luxuriant | 0 | 114,996,929 | 0 | 0 |
Mr. Wei Qizhi | 0 | 114,996,929 | 0 | 0 |
(c) | Except as set forth herein, none of the Reporting Persons have effected any transactions in the Shares during the last 60 days. |
(d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the Shares beneficially owned by any of the Reporting Persons. |
(e) | Not applicable. |
Wei Qizhi /s/ Wei Qizhi Wei Qizhi, an individual | |
Date: 11/15/2016 |
Perfect Lead International Limited, a British Virgin Islands company /s/ Wei Qizhi Wei Qizhi, Sole DirectorDate: 11/15/2016 | |
Honest Plus Investments Limited, a British Virgin Islands company s/ Wei Qizhi Wei Qizhi, Sole DirectorDate: 11/15/2016 |
Luxuriant Mount Limited, a British Virgin Islands company s/ Wei Qizhi Wei Qizhi, Sole DirectorDate: 11/15/2016 |
Wei Qizhi /s/ Wei Qizhi Wei Qizhi, an individual | |
Date: 11/15/2016 | |
Perfect Lead International Limited, a British Virgin Islands company s/ Wei Qizhi Wei Qizhi, Sole DirectorDate: 11/15/2016 | |
Honest Plus Investments Limited, a British Virgin Islands company s/ Wei Qizhi Wei Qizhi, Sole DirectorDate: 11/15/2016 | |
Luxuriant Mount Limited, a British Virgin Islands company s/ Wei Qizhi Wei Qizhi, Sole DirectorDate: 11/15/2016 |
Seller Qiming Investment Limited, a British Virgin Islands company /s/ Qiming Xu Qiming Xu, Sole Director | |
Qiming Xu /s/ Qiming Xu Qiming Xu | |
Purchasers Perfect Lead International Limited, a British Virgin Islands company /s/ Wei Qizhi Wei Qizhi, Sole Director | |
Honest Plus Investments Limited, a British Virgin Islands company /s/ Wei Qizhi Wei Qizhi, Sole Director |
Purchasers | Number of Shares | Portion of the Purchase Price (%) |
Perfect Lead International Limited | 34,499,078 | 30% |
Honest Plus Investments Limited | 80,497,851 | 70% |
Position | Name |
Chairman | To be determined prior to Closing |
CEO | To be determined prior to Closing |
Director(s) | To be determined prior to Closing |
This AMENDMENT NO. 1 TO THE SHARE PURCHASE AGREEMENT (the “Amendment”) is made as of October 27, 2016, by and among Qiming Investment Limited, a British Virgin Islands company (“Seller”), Qiming Xu (“Xu”), Perfect Lead International Limited, a British Virgin Islands Company (“PLIL”), and Honest Plus Investments Limited, a British Virgin Islands Company (“HPIL,” and with PLIL, each a “Purchaser”, collectively the “Purchasers”). The Seller, Xu, and the Purchasers, collectively referred to herein as the “Parties”).
WHEREAS, the Seller, Xu and Purchasers entered into a Share Purchase Agreement, dated as of July 17, 2016 (the “Original Agreement) (capitalized terms used but not defined in this Amendment shall have the meaning provided in the Original Agreement);
WHEREAS, Sections 1.2 and 1.7 of the Original Agreement contemplate that on or before July 31, 2016, the Seller and the Purchasers will mutually agree on the terms and conditions of a Fund Escrow Agreement and select an Escrow Agent to hold the Purchase Price and agree on the terms and conditions of a Shares Escrow Agreement and to select a Custodian to hold the Escrowed Shares to be deposited by the Seller on or before August 31, 2016;
WHEREAS, due to currency and other restrictions in China it was not feasible for the Parties to proceed with the escrow and custody arrangements as contemplated by the Original Agreement, and the Parties desire to amend certain provisions of the Original Agreement in the manner set forth in this Amendment, with such amendments to be effective as of the date hereof;
WHEREAS, on July 22, 2016, (i) Xu, on behalf of the Seller, and (ii) Qizhi Wei (“Wei”), on behalf of the Purchasers, entered into a Safe Box Lease Agreement with a bank mutually agreeable by the Parties, to open up a joint deposit box (“Deposit Box”) for the purpose of holding the share certificate(s) representing the Seller Shares to be released at Closing upon joint authorization from Xu and Wei; and
WHEREAS, the Parties desire to waive any of the conditions or defaults arising out of Sections 1.2(a), 1.2(b), 1.4 and 1.7 of the Original Agreement existing on or prior to the date hereof.
NOW THEREFORE, in consideration of the recitals set forth herein above and the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby, each of the Parties hereto, intending legally to be bound, hereby agrees as follows:
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.
Qiming Investment Limited,
Seller Qiming Investment Limited, a British Virgin Islands company /s/ Qiming Xu Qiming Xu, Sole Director | |
Qiming Xu | |
/s/ Qiming Xu Qiming Xu | |
Purchasers Perfect Lead International Limited, a British Virgin Islands company /s/ Wei Qizhi Wei Qizhi, Sole Director | |
Honest Plus Investments Limited, a British Virgin Islands company /s/ Wei Qizhi Wei Qizhi, Sole Director |
Qiming Investment Limited, a British Virgin Islands company Qiming Xu, Sole Director |
Qiming Investment Limited,