Item 4. Purpose of Transaction.
On November 24, 2023, the Issuer announced in a press release that it had entered into an Agreement and Plan of Merger (the Merger
Agreement) with TSH Investment Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (Parent) and TSH Merger Sub Limited, an exempted company with limited liability
incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (Merger Sub), pursuant to which, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Issuer, with the
Issuer continuing as the surviving company and becoming a wholly-owned subsidiary of Parent (the Merger).
Concurrently with the
execution of the Merger Agreement, Parent, the Reporting Person and the other shareholders party thereto (collectively with the Reporting Person, the Rollover Shareholders) executed a support agreement (the Support
Agreement), pursuant to which, each of the Rollover Shareholders has agreed to, subject to the terms and conditions set forth therein and among other obligations, (i) the cancellation of the shares held by such Rollover Shareholders
for no cash consideration, (ii) subscribe for newly issued ordinary shares of Parent immediately prior to the closing of the Merger, (iii) vote in favor of authorization and approval of the Merger Agreement and the transactions
contemplated by the Merger Agreement (the Transactions), including the Merger; and (iv) against any proposals or actions inconsistent or interfering with the Transactions.
The purpose of the Transactions, including the Merger, is to acquire all of the shares of the Ordinary Shares held by shareholders of the Issuer other than
the Rollover Shares. Following consummation of the Merger, the Issuer will become a wholly-owned subsidiary of the Parent. In addition, if the Merger is consummated, the Issuer will be privately-held by the other Rollover Shareholders and its ADSs
will no longer be listed on the Nasdaq Global Market.
The information disclosed in this Item 4 does not purport to be complete and is qualified in its
entirety by references to the Merger Agreement and the Support Agreement, a copy of each which is filed as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference in its entirety.
The information set forth in paragraph (a) (c) (f) of Item 2 of this Schedule 13D is incorporated herein by reference in its entirety.
Except as described above, the Reporting Person has no plans or proposals which relate to or would result in any of the actions specified in paragraphs
(a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of
transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in
Securities of the Issuer.
(a) (b) The response of the Reporting Person to Rows (7) through (13), including the footnotes thereto,
of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.
As a result of entering into the Support Agreement, the
Reporting Person may be deemed to be the member of a group with the other Rollover Shareholders pursuant to Section 13(d) of the Exchange Act. However, the Reporting Person expressly disclaims beneficial ownership of the Ordinary
Shares (including Ordinary Shares represented by ADSs) beneficially owned (or deemed to be beneficially owned) by any of the other Rollover Shareholders. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute
an admission that the Reporting Person beneficially owns any Ordinary Shares (including Ordinary Shares represented by ADSs) that are beneficially owned (or deemed to be beneficially owned) by any of the other Rollover Shareholders.
Collectively, the group may be deemed to beneficially own 17,589,131 Class A Ordinary Shares, comprised of an aggregate of (a) 13,107,568
Class A Ordinary Shares; (b) 4,385,078 Class A Ordinary Shares issuable upon the conversion of 4,385,078 Class B Ordinary Shares; and (c) 96,485 Class A Ordinary Shares issuable upon the exercise of options, held by the Rollover
Shareholders. This total does not include 27,905 Class A Ordinary shares that are issuable upon the exercise of options and 164,990 Class A Ordinary Shares that are issuable upon vesting of