INTRODUCTORY NOTE
This Amendment No. 5 to Schedule 13D (this “Statement”) amends the original statement on Schedule 13D (as amended by Amendment No. 1 to Schedule 13D filed on February 28, 2014, Amendment No. 2 to Schedule 13D filed on June 5, 2014, Amendment No. 3 to Schedule 13D filed on September 23, 2014 and Amendment No. 4 to Schedule 13D filed on October 21, 2014, the “Existing Schedule 13D”) filed with the Securities and Exchange Commission on December 4, 2013 jointly by Shuipan Lin, Shuili Chen, Tiancheng Int’l Investment Group Limited, 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, Jinlei Shi, RichWise International Investment Group Limited, Weixin Zhuang, HK Haima Group Limited, Dongdong Ding, Zenghong Liu and Eagle Rise Investments Limited.
Capitalized terms used but not defined in this Statement shall have the meanings assigned to such terms in the Existing Schedule 13D.
ITEM 2.
Identity and Background
Item 2 of the Existing Schedule 13D is hereby supplemented follows :
This Schedule 13D amends the previous joint filing on behalf of the following persons (each a “Current Reporting Person” and collectively the “Current Reporting Persons”): Windtech Holdings Limited, a BVI limited liability company; New Horizon Capital III, L.P., a Cayman Islands limited partnership; New Horizon Capital Partners III, Ltd., a Cayman Islands corporation; Wisetech Holdings Limited, a BVI limited liability company; New Horizon Capital, L.P., a Cayman Islands limited partnership; New Horizon Capital Partners, Ltd., a Cayman Islands corporation; and Victory Summit Investments Limited, a BVI limited liability company. A Joint Filing Agreement entered into by and among the Current Reporting Persons, dated April 1, 2019, is attached hereto as Exhibit 7.1. Each Current Reporting Person disclaim the existence of a “group” with any person other than the other Current Reporting Persons.
ITEM 4.
Purpose of Transaction
Item 4 of the Existing Schedule 13D is hereby supplemented as follows:
As the transactions contemplated in the Merger Agreement did not proceed to completion by the termination date specified therein, in connection with the unwinding of New Horizon Capital, L.P and New Horizon Capital III, L.P., which are investment funds, and liquidation of assets held by the same, the Current Reporting Persons, including New Horizon Capital, L.P. and New Horizon Capital III, L.P., have caused Windtech Holdings Limited and Wisetech Holdings Limited to sell all of the ordinary shares of the issuer (“Ordinary Shares”) held by them to Morgan Stanley & Co. International Plc, in the amount of 3,957,784 Ordinary Shares, for the aggregate consideration of US$2. The Current Reporting Persons have made the decision to sell described in the foregoing independently and not in mutual agreement with any person other than them.
ITEM 7.
Materials to be Filed as Exhibits
Exhibit 7.1:
Joint Filing Agreement by and among the Current Reporting Persons, dated April 1, 2019.
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