UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3*)
Actions Semiconductor Co., Ltd.
(Name of Issuer)
Ordinary Shares, Par Value US$0.000001 per share
(Title of Class of Securities)
00507E107
(CUSIP Number)
Niccolo CHEN
Room 906, 9/F No.2, Lane 150, Sec. 5 Xinyi Road
Xinyi District
Taipei City 110
Taiwan (Republic of China)
Tel No. (886) 227 585 565 ext 511
With a copy to:
Virginia Tam
K&L Gates LLP
44
th
Floor, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
Tel. No. (852) 2230 3535
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 12, 2016
(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.
☐
* 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).
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CUSIP No. 00507E107
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1.
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Names of Reporting Persons
Surrey Glory Investments Inc.
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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☐
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(b)
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☐
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3.
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SEC Use Only
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4.
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Source of Funds
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
14,276,664 ordinary shares
(1)
. Mr. CHANG Yung Sen may also be deemed to have sole voting power with respect to the foregoing shares.
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8.
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Shared Voting Power
-0-
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9.
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Sole Dispositive Power
14,276,664 ordinary shares
(1)
. Mr. CHANG Yung Sen may also be deemed to have sole dispositive power with respect to the foregoing shares.
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10.
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Shared Dispositive Power
-0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,276,664 ordinary shares
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13.
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Percent of Class Represented by Amount in Row (11)
5.37%
(2)
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14.
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Type of Reporting Person
CO
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--
(1) In the form of 2,379,444 American depository shares, each representing six ordinary shares.
(2) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
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CUSIP No. 00507E107
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1.
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Names of Reporting Persons
CHANG Yung Sen
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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☐
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(b)
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☐
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3.
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SEC Use Only
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4.
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Source of Funds
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
Republic of China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
14,276,664
(1)
ordinary shares. Surrey Glory Investments Inc. may also be deemed to have sole voting power with respect to the foregoing shares.
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8.
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Shared Voting Power
-0-
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9.
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Sole Dispositive Power
14,276,664
(1)
ordinary shares. Surrey Glory Investments Inc. may also be deemed to have sole dispositive power with respect to the foregoing shares.
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10.
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Shared Dispositive Power
-0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,276,664 ordinary shares.
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13.
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Percent of Class Represented by Amount in Row (11)
5.37%
(2)
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14.
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Type of Reporting Person
IN
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--
(1) In the form of 2,379,444 American depository shares, each representing six ordinary shares.
(2) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
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CUSIP No. 00507E107
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1.
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Names of Reporting Persons
Supernova Investment Ltd.
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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☐
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(b)
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☐
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3.
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SEC Use Only
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4.
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Source of Funds
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
Mauritius
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
13,072,634 ordinary shares. Mr. CHEN, Hsuan-Wen (aka Niccolo CHEN) may also be deemed to have sole voting power with respect to the foregoing shares.
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8.
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Shared Voting Power
-0-
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9.
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Sole Dispositive Power
13,072,634 ordinary shares. Mr. CHEN, Hsuan-Wen (aka Niccolo CHEN) may also be deemed to have sole dispositive power with respect to the foregoing shares.
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10.
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Shared Dispositive Power
-0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
13,072,634 ordinary shares
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13.
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Percent of Class Represented by Amount in Row (11)
4.91%
(1)
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14.
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Type of Reporting Person
CO
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--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
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CUSIP No. 00507E107
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1.
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Names of Reporting Persons
CHEN, Hsuan-Wen (aka Niccolo CHEN)
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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☐
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(b)
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☐
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3.
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SEC Use Only
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4.
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Source of Funds
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
Republic of China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
13,072,634 ordinary shares. Supernova Investment Ltd. may also be deemed to have sole voting power with respect to the foregoing shares.
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8.
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Shared Voting Power
-0-
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9.
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Sole Dispositive Power
13,072,634 ordinary shares. Supernova Investment Ltd. may also be deemed to have sole dispositive power with respect to the foregoing shares.
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10.
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Shared Dispositive Power
-0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
13,072,634 ordinary shares
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13.
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Percent of Class Represented by Amount in Row (11)
4.91%
(1)
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14.
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Type of Reporting Person
IN
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--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
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CUSIP No. 00507E107
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1.
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Names of Reporting Persons
Tongtong Investment Holding Co., Ltd.
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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☐
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(b)
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☐
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3.
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SEC Use Only
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4.
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Source of Funds
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
Mauritius
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
13,061,000 ordinary shares. Mr. LEE, Yun-Chin may also be deemed to have sole voting power with respect to the foregoing shares.
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8.
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Shared Voting Power
-0-
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9.
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Sole Dispositive Power
13,061,000 ordinary shares. Mr. LEE, Yun-Chin may also be deemed to have sole dispositive power with respect to the foregoing shares.
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10.
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Shared Dispositive Power
-0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
13,061,000 ordinary shares
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13.
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Percent of Class Represented by Amount in Row (11)
4.91%
(1)
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14.
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Type of Reporting Person
CO
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--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
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CUSIP No. 00507E107
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1.
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Names of Reporting Persons
LEE, Yun-Chin
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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☐
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(b)
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☐
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3.
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SEC Use Only
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4.
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Source of Funds
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
Republic of China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
13,061,000 ordinary shares. Tongtong Investment Holding Co., Ltd. may also be deemed to have sole voting power with respect to the foregoing shares.
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8.
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Shared Voting Power
-0-
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9.
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Sole Dispositive Power
13,061,000 ordinary shares. Tongtong Investment Holding Co., Ltd. may also be deemed to have sole dispositive power with respect to the foregoing shares.
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10.
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Shared Dispositive Power
-0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
13,061,000 ordinary shares
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13.
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Percent of Class Represented by Amount in Row (11)
4.91%
(1)
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14.
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Type of Reporting Person
IN
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--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
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CUSIP No. 00507E107
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1.
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Names of Reporting Persons
Perfectech Int'l Ltd.
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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☐
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(b)
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☐
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3.
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SEC Use Only
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4.
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Source of Funds
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
Mauritius
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
13,069,237 ordinary shares. Mr. Lewis Chi-Tak LO may also be deemed to have sole voting power with respect to the foregoing shares.
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8.
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Shared Voting Power
-0-
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9.
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Sole Dispositive Power
13,069,237 ordinary shares. Mr. Lewis Chi-Tak LO may also be deemed to have sole dispositive power with respect to the foregoing shares.
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10.
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Shared Dispositive Power
-0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
13,069,237 ordinary shares
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13.
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Percent of Class Represented by Amount in Row (11)
4.92%
(1)
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14.
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Type of Reporting Person
CO
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--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
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CUSIP No. 00507E107
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1.
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Names of Reporting Persons
Lewis Chi-Tak LO
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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☐
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(b)
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☐
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3.
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SEC Use Only
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4.
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Source of Funds
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
United Kingdom
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
13,069,237 ordinary shares. Perfectech Int'l Ltd. may also be deemed to have sole voting power with respect to the foregoing shares.
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8.
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Shared Voting Power
-0-
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9.
|
Sole Dispositive Power
13,069,237 ordinary shares. Perfectech Int'l Ltd. may also be deemed to have sole dispositive power with respect to the foregoing shares.
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10.
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Shared Dispositive Power
-0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
13,069,237 ordinary shares
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13.
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Percent of Class Represented by Amount in Row (11)
4.92%
(1)
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14.
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Type of Reporting Person
IN
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--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
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CUSIP No. 00507E107
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1.
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Names of Reporting Persons
Allpremier Investment Limited
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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☐
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(b)
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☐
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3.
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SEC Use Only
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4.
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Source of Funds
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
12,986,442 ordinary shares. Ms. MA Yingna may also be deemed to have sole voting power with respect to the foregoing shares.
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8.
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Shared Voting Power
-0-
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9.
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Sole Dispositive Power
12,986,442 ordinary shares. Ms. MA Yingna may also be deemed to have sole dispositive power with respect to the foregoing shares.
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10.
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Shared Dispositive Power
-0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
12,986,442 ordinary shares
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13.
|
Percent of Class Represented by Amount in Row (11)
4.89%
(1)
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14.
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Type of Reporting Person
CO
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--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
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CUSIP No. 00507E107
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1.
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Names of Reporting Persons
MA Yingna
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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☐
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(b)
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☐
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3.
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SEC Use Only
|
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4.
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Source of Funds
OO
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5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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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
12,986,442 ordinary shares. Allpremier Investment Limited may also be deemed to have sole voting power with respect to the foregoing shares.
|
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8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,986,442 ordinary shares. Allpremier Investment Limited may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
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|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,986,442 ordinary shares
|
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|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.89%
(1)
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|
14.
|
Type of Reporting Person
IN
|
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|
--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
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CUSIP No. 00507E107
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1.
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Names of Reporting Persons
Octovest International Holding Co., Ltd.
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2.
|
Check the Appropriate Box if a Member of a Group
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(a)
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☐
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(b)
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☐
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3.
|
SEC Use Only
|
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4.
|
Source of Funds
OO
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5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
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6.
|
Citizenship or Place of Organization
Mauritius
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
13,100,000 ordinary shares. Mr. PAN, I-Ming (aka Robin PAN) may also be deemed to have sole voting power with respect to the foregoing shares.
|
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8.
|
Shared Voting Power
-0-
|
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9.
|
Sole Dispositive Power
13,100,000 ordinary shares. Mr. PAN, I-Ming (aka Robin PAN) may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
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10.
|
Shared Dispositive Power
-0-
|
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11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
13,100,000 ordinary shares
|
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|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.93%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
|
CUSIP No. 00507E107
|
|
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1.
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Names of Reporting Persons
PAN, I-Ming (aka Robin PAN)
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2.
|
Check the Appropriate Box if a Member of a Group
|
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|
(a)
|
☐
|
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|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Republic of China
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
13,100,000 ordinary shares. Octovest International Holding Co., Ltd. may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
13,100,000 ordinary shares. Octovest International Holding Co., Ltd. may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
13,100,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.93%
(1)
|
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Ventus Corporation
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Belize
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
12,450,000 ordinary shares. Mr. TANG Hsin may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,450,000 ordinary shares. Mr. TANG Hsin may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,450,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.68%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
TANG Hsin
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Republic of China
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
12,450,000 ordinary shares. Ventus Corporation may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,450,000 ordinary shares. Ventus Corporation may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,450,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.68%
(1)
|
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Middlesex Holdings Corporation Inc
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
12,497,999 ordinary shares
(1)
. Mr. LIN, Yung-Chieh may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,497,999 ordinary shares
(1)
. Mr. LIN, Yung-Chieh may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,497,999 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.70%
(2)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) In the form of 1,186,553 ordinary shares and 1,885,241 American depository shares, each representing six ordinary shares.
(2) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
LIN, Yung-Chieh
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Republic of China
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
12,497,999 ordinary shares
(1)
. Middlesex Holdings Corporation Inc may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,497,999 ordinary shares
(1)
. Middlesex Holdings Corporation Inc may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,497,999 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.70%
(2)
|
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
--
(1) In the form of 1,186,553 ordinary shares and 1,885,241 American depository shares, each representing six ordinary shares.
(2) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Rich Dragon Consultants Limited
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
12,540,000 ordinary shares. Mr. CHANG Jr-Neng may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,540,000 ordinary shares. Mr. CHANG Jr-Neng may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,540,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.72%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
CHANG Jr-Neng
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Republic of China
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
12,540,000 ordinary shares. Mr. CHANG Jr-Neng may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,540,000 ordinary shares. Mr. CHANG Jr-Neng may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,540,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.72%
(1)
|
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Nutronics Technology Corporation
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
12,550,656 ordinary shares. Mr. LEE Fu Chi may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,550,656 ordinary shares. Mr. LEE Fu Chi may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,550,656 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.72%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
LEE Fu Chi
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
New Zealand
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
12,550,656 ordinary shares. Nutronics Technology Corporation may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,550,656 ordinary shares. Nutronics Technology Corporation may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,550,656 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.72%
(1)
|
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Uniglobe Securities Limited
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
13,128,371 ordinary shares. Mr. Chun Mei CHEN De Chang may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
13,128,371 ordinary shares. Mr. Chun Mei CHEN De Chang may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
13,128,371 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.94%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Chun Mei CHEN De Chang
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Dominican Republic
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
13,128,371 ordinary shares. Uniglobe Securities Limited may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
13,128,371 ordinary shares. Uniglobe Securities Limited may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
13,128,371 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.94%
(1)
|
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
New Essential Holdings Limited
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
3,600,000 ordinary shares. Mr. CHANG Sui Gin may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
3,600,000 ordinary shares. Mr. CHANG Sui Gin may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,600,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
1.35%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
CHANG Sui Gin
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Dominican Republic
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
3,600,000 ordinary shares. New Essential Holdings Limited may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
3,600,000 ordinary shares. New Essential Holdings Limited may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,600,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
1.35%
(1)
|
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Embona Holdings (Malaysia) Limited
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Malaysia
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
4,800,000 ordinary shares. Embona Holdings Limited may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
4,800,000 ordinary shares. Embona Holdings Limited may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,800,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
1.81%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Embona Holdings Limited
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
4,800,000 ordinary shares. Embona Holdings (Malaysia) Limited may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
4,800,000 ordinary shares. Embona Holdings (Malaysia) Limited may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,800,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
1.81%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Suffolk Dragon Ventures Ltd
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
12,732,622 ordinary shares. Good Turn Limited may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,732,622 ordinary shares. Good Turn Limited may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,732,622 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.79%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Good Turn Limited
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
12,732,622 ordinary shares. Suffolk Dragon Ventures Ltd may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,732,622 ordinary shares. Suffolk Dragon Ventures Ltd may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,732,622 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.79%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Top Best Development Limited
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
11,532,623 ordinary shares. Peakford International Co., Ltd. may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
11,532,623 ordinary shares. Peakford International Co., Ltd. may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,532,623 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.34%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Peakford International Co., Ltd.
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
16,332,623 ordinary shares. Of the foregoing shares, Top Best Development Limited may also be deemed to have sole voting power with respect to 11,532,623 shares, and Embona Holdings (Malaysia) Limited or Embona Holdings Limited may also be deemed to have sole voting power with respect to 4,800,000 shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
16,332,623 ordinary shares. Of the foregoing shares, Top Best Development Limited may also be deemed to have sole dispositive power with respect to 11,532,623 shares, and Embona Holdings (Malaysia) Limited or Embona Holdings Limited may also be deemed to have sole dispositive power with respect to 4,800,000 shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,332,623 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.14%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Based on 265,788,736 ordinary shares of the Issuer outstanding as disclosed in the Issuer
’
s Current Report on Form 6-K filed with the Securities and Exchange Commission on August 17, 2016.
Item 1.
Security and Issuer
This Amendment No. 3 amends and supplements the Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “
SEC
”) by and among Surrey Glory Investments Inc., Chang, Yung-Sen, Supernova Investment Ltd., Chen, Hsuan-Wen (aka Niccolo Chen), Tongtong Investment Holding Co., Ltd., Lee, Yun-Chin, Perfectech Int'l Ltd., Lewis Chi-Tak Lo, Allpremier Investment Limited, Ma Yingna, Octovest International Holding Co., Ltd., Pan, I-Ming (aka Robin Pan), Ventus Corporation, Tang, Hsin (collectively the “
Group 1 Reporting Persons
”) on May 23, 2016, as amended and supplemented by Amendment No. 1 filed by and among the Group 1 Reporting Persons, Middlesex Holdings Corporation Inc, Lin, Yung-Chieh, Rich Dragon Consultants Limited, Chang, Jr-Neng, Nutronics Technology Corporation, Lee, Fu-Chi, Uniglobe Securities Limited and Chun Mei Chen De Chang (except for the Group 1 Reporting Persons, collectively the “
Group 2 Reporting Persons
”) on July 11, 2016, as amended and supplement by Amendment No. 2 filed by and among the Group 1 Reporting Persons, Group 2 Reporting Persons, New Essential Holdings Limited, Chang, Sui Gin, Embona Holdings (Malaysia) Limited, Embona Holdings Limited, Suffolk Dragon Ventures Ltd., Good Turn Limited, Top Best Development Limited, and Peakford International Co., Ltd. (except for the Group 1 Reporting Persons and Group 2 Reporting Persons, collectively the “
Group 3 Reporting Persons
”) on August 22, 2016, relating to the ordinary shares (“
Ordinary Shares
”), par value $0.000001 per share (the statement as filed on May 23, 2016, as so amended on July 11, 2016 and August 22, 2016, the “
Original Statement
”) of the Issuer. American depositary shares (“
ADSs
”), each representing six Ordinary Shares of the Issuer are trading on the NASDAQ Global Market. The address of the principal executive offices of the Issuer is No. 1, Ke Ji Si Road, Technology Innovation Coast of Hi-Tech Zone, Zhuhai, Guangdong, 519085, the People’s Republic of China.
For purposes of this Schedule 13D,
“
Reporting Persons
” means, collectively, the Group 1 Reporting Persons, Group 2 Reporting Persons and Group 3 Reporting Persons
“
Holding Companies
” means Surrey Glory Investments Inc., Supernova Investment Ltd., Tongtong Investment Holdings Co., Ltd., Allpremier Investment Limited, Octovest International Holding Co., Ltd., Ventus Corporation, Middlesex Holdings Corporation, Rich Dragon Consultants Limited, Nutronics Technology Corporation, Unigroup Securities Limited, New Essential Holdings Limited, Embona Holdings (Malaysia) Limited Suffolk Dragon Ventures Ltd., and Top Best Development Limited, which are companies with direct ownership of the Shares (including Shares underlying ADSs) covered by this Schedule 13D.
“
Rollover Shareholders
” means the Holding Companies.
Except as provided herein, this statement does not modify any of the information previously reported on the Original Statement. Capitalized terms not otherwise defined herein shall have their respective meanings given to them in the Original Statement.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Original Statement is hereby supplemented as follows:
Having received verbal confirmation from the other Rollover Shareholders, on September 12, 2016, Supernova Investment Ltd. (“
Supernova
”), as representative of the Consortium, agreed to cause Starman Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“
Merger Sub
”), to a Merger (as defined in Item 4 below) with the Issuer. Under the terms of the Merger, holders of Ordinary Shares other than the Rollover Shareholders will receive cash consideration.
The Reporting Persons anticipate that approximately US$33,405,139 will be required to pay the aggregate merger consideration pursuant to the Merger Agreement (as defined in Item 4 below) for the outstanding Ordinary Shares of the Issuer owned by the shareholders of the Issuer other than Ordinary Shares owned by the Rollover Shareholders. This amount includes Ordinary Shares owned by shareholders who may exercise their appraisal rights pursuant to the Cayman Islands Companies Law and related fees and expenses.
The financing for the transaction contemplated by the Merger Agreement will be provided by the Issuer.
Item 4. Purpose of the Transaction
Item 4 of the Original Statement is hereby supplement as follows:
On September 12, 2016 Supernova and Merger Sub entered into an agreement and plan of merger (the “
Merger Agreement
”), with the Issuer. Subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving company (the “
Merger
”). The descriptions of the Merger and of the Merger Agreement are qualified in their entirety by reference to the Merger Agreement, a copy of which has been filed as Exhibit 7.08, and is incorporated herein by reference in its entirety.
On September 16, 2016, Supernova, Merger Sub and the Rollover Shareholders (collectively, the “
Supporting Shareholders
”) entered into a voting and support agreement setting forth the understanding among the Reporting Persons in relation to the Merger (the “
Support Agreement
”). Pursuant to the Support Agreement, among other things, (a) each Rollover Shareholder will vote all shares held directly or indirectly by it in favor of the authorization and approval of the Merger Agreement, the plan of merger substantially in the form attached as Annex C to the Merger Agreement, and the consummation of the transactions contemplated thereby, including the Merger, and (b) each Rollover Shareholder agrees that all Ordinary Shares owned by such Rollover Shareholder will continue to exist and become one ordinary share, par value of $0.00001 each, of the surviving company of the Merger. The description of the Support Agreement is qualified in its entirety by reference to the Support Agreement, a copy of which has been filed as Exhibit 7.09, and is incorporated herein by reference in its entirety.
Except as indicated above, none of the Reporting Persons have any plans or proposals that relate to or would result in any other action specified in Item 4 on this Schedule 13D.
Item 5. Interests in Securities of the Issuer
|
(a)-(b)
|
With respect to each of the Reporting Persons, the cover pages of this Schedule 13D are incorporated herein by reference, as if set forth in their entirety.
|
|
|
|
|
(c)
|
Except as set forth in Item 3 above, none of the Reporting Persons have effected any transactions in the Ordinary Shares during the 60 days preceding the filing of this Schedule 13D.
|
|
|
|
|
(d)-(e)
|
Not applicable.
|
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Original Statement is hereby supplement as follows:
On September 12, 2016, Supernova, Merger Sub, and the Issuer entered into the Merger Agreement. On September 16, 2016, Supernova, Merger Sub and the other Rollover Shareholders entered into the Support Agreement.
The descriptions of the agreements listed in this Item 6 set forth in Item 4 of this Schedule 13D are incorporated by reference. The summaries of certain provisions of such agreements in this statement on Schedule 13D are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements. The agreements listed in this Item 6 are filed herewith as Exhibits 7.08 and 7.09 and are incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
Item 7 of the Original Statement is hereby amended and supplemented to add the following exhibits:
|
Exhibit 7.08
|
Merger Agreement, by and among the Issuer, Supernova, and Merger Sub, dated September 12, 2016.
|
|
|
|
|
Exhibit 7.09
|
Support Agreement, by and among the Supporting Shareholders, Supernova, and Merger Sub, dated September 16, 2016.
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
September 16, 2016
|
|
SURREY GLORY INVESTMENTS INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ CHANG, Yung-Sen
|
|
|
Name:
Its:
|
CHANG, Yung-Sen
Sole director
|
|
|
|
|
|
|
|
|
CHANG, YUNG-SEN
|
|
|
|
|
|
|
|
|
/s/ CHANG, Yung-Sen
|
|
|
|
|
|
|
|
|
|
|
SUPERNOVA INVESTMENT LTD.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ CHEN, Hsuan-Wen
|
|
|
Name:
Its:
|
CHEN, Hsuan-Wen (aka Niccolo CHEN)
Sole director
|
|
|
|
|
|
|
|
|
CHEN, HSUAN-WEN (aka NICCOLO CHEN)
|
|
|
|
|
|
|
|
|
/s/ CHEN, Hsuan-Wen
|
|
|
TONGTONG INVESTMENT HOLDING CO., LTD.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ LEE, Yun-Chin
|
|
|
Name:
Its:
|
LEE, Yun-Chin
Sole director
|
|
|
|
|
|
|
|
|
LEE, YUN-CHIN
|
|
|
|
|
|
|
|
|
/s/ LEE, Yun-Chin
|
|
|
|
|
|
|
|
|
PERFECTECH INT’L LTD.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lewis Chi-Tak LO
|
|
|
Name:
Its:
|
Lewis Chi-Tak LO
Sole director
|
|
|
|
|
|
|
|
|
LEWIS CHI-TAK LO
|
|
|
|
|
|
|
|
|
/s/ Lewis Chi-Tak LO
|
|
|
|
|
|
|
|
|
|
|
ALLPREMIER INVESTMENT LIMITED
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ MA Yingna
|
|
|
Name:
Its:
|
MA Yingna
Sole director
|
|
|
|
|
|
|
|
|
MA YINGNA
|
|
|
|
|
|
|
|
|
/s/ MA Yingna
|
|
|
OCTOVEST INTERNATIONAL HOLDING CO., LTD.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ PAN, I-Ming
|
|
|
Name:
Its:
|
PAN, I-Ming (aka Robin PAN)
Sole director
|
|
|
|
|
|
|
|
|
PAN, I-MING (aka Robin PAN)
|
|
|
|
|
|
|
|
|
/s/ PAN, I-Ming
|
|
|
|
|
|
|
|
|
|
VENTUS CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ TANG, Hsin
|
|
|
Name:
Its:
|
TANG, Hsin
Sole director
|
|
|
|
|
|
|
|
|
TANG, HSIN
|
|
|
|
|
|
|
|
|
/s/ TANG, Hsin
|
|
|
MIDDLESEX HOLDINGS CORPORATION INC
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ LIN, Yung-Chieh
|
|
|
Name:
Its:
|
LIN, Yung-Chieh
Sole director
|
|
|
|
|
|
|
|
|
LIN, YUNG-CHIEH
|
|
|
|
|
|
|
|
|
/s/ LIN, Yung-Chieh
|
|
|
RICH DRAGON CONSULTANTS LIMITED
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Chang, Jr-Neng
|
|
|
Name:
Its:
|
Chang, Jr-Neng
Sole director
|
|
|
|
|
|
|
|
|
CHANG, JR-NENG
|
|
|
|
|
|
|
|
|
/s/ Chang, Jr-Neng
|
|
|
|
|
|
|
|
|
NUTRONICS TECHNOLOGY CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ LEE, Fu-Chi
|
|
|
Name:
Its:
|
LEE, Fu-Chi
Sole director
|
|
|
|
|
|
|
|
|
LEE, FU-CHI
|
|
|
|
|
|
|
|
|
/s/ LEE, Fu-Chi
|
|
|
|
|
|
|
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UNIGLOBE SECURITIES LIMITED
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By:
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/s/ Chun Mei CHEN De Chang
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Name:
Its:
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Chun Mei CHEN De Chang
Sole director
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CHUN MEI CHEN DE CHANG
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/s/ Chun Mei CHEN De Chang
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NEW ESSENTIAL HOLDINGS LIMITED
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By:
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/s/ CHANG Sui Gin
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Name:
Its:
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CHANG Sui Gin
Sole director
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CHANG SUI GIN
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/s/ CHANG Sui Gin
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EMBONA HOLDINGS (MALAYSIA) LIMITED
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By:
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/s/ YEH, Chia-Wen
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Name:
Its:
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YEH, Chia-Wen
Sole director
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EMBONA HOLDINGS LIMITED
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By:
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/s/ YEH, Chia-Wen
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Name:
Its:
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YEH, Chia-Wen
Sole director
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SUFFOLK DRAGON VENTURES LTD
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By:
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/s/ CHEN, Shu-Lin
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Name:
Its:
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CHEN, Shu-Lin
Sole director
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GOOD TURN LIMITED
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By:
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/s/ CHEN, Shu-Lin
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Name:
Its:
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CHEN, Shu-Lin
Sole director
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TOP BEST DEVELOPMENT LIMITED
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By:
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/s/ YEH HSU, Li-Li
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Name:
Its:
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YEH HSU, Li-Li
Sole director
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PEAKFORD INTERNATIONAL CO., LTD.
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By:
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/s/ YEH HSU, Li-Li
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Name:
Its:
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YEH HSU, Li-Li
Sole director
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EXHIBIT INDEX
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Exhibit 7.01
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Joint Filing Agreement by and between the Group 1 Reporting Persons, dated May 18, 2016.*
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Exhibit 7.02
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Consortium Agreement by and among the Holding Companies, dated May 18, 2016.*
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Exhibit 7.03
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Proposal Letter to the board of directors of the Issuer from Supernova, dated May 19, 2016.*
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Exhibit 7.04
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Deed of Adherence to the Consortium Agreement by and between Middlesex, Rich Dragon, Nutronics and Uniglobe dated July 8, 2016.**
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Exhibit 7.05
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Joinder Agreement to the Joint Filing Agreement by and between the Group 1 Reporting Persons and the Group 2 Reporting Persons, dated July 8, 2016.**
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Exhibit 7.06
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Deed of Adherence to the Consortium Agreement by and between New Essential, Embona Malaysia, Suffolk, and Top Best dated August 15, 2016.***
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Exhibit 7.07
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Joinder Agreement to the Joint Filing Agreement by and between the Group 1 Reporting Persons, the Group 2 Reporting Persons and the Group 3 Reporting Persons, dated August 15, 2016.***
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Exhibit 7.08
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Merger Agreement, by and among the Issuer, Supernova, and Merger Sub, dated September 12, 2016.
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Exhibit 7.09
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Support Agreement, by and among the Supporting Shareholders, Supernova, and Merger Sub, dated September 16, 2016.
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*Previously filed along with our Schedule 13D filed with the SEC on May 23, 2016.
**Previously filed along with our Schedule 13D/A filed with the SEC on July 11, 2016.
***Previously filed along with our Schedule 13D/A filed with the SEC on August 22, 2016.