(Amendment No. 1)*
Attn: Ms. Qing Jian
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 the 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).
SCHEDULE 13D
CUSIP No. 707887105
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Page
2
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ho Cheuk Fund
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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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 BOX 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
Cayman 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
0
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8
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SHARED VOTING POWER
24,574,459
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
24,574,459
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,574,459
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.89%
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14
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TYPE OF REPORTING PERSON
IV
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SCHEDULE 13D
CUSIP No. 707887105
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Page
3
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Grand Honest 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)
x
(b)
¨
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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 BOX 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
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
24,574,459
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9
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SOLE DISPOSITIVE POWER
0
|
10
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SHARED DISPOSITIVE POWER
24,574,459
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,574,459
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.89%
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14
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TYPE OF REPORTING PERSON
IV
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SCHEDULE 13D
CUSIP No. 707887105
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Page
4
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pang Yuet
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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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 BOX 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
Hong Kong
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
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SOLE VOTING POWER
0
|
8
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SHARED VOTING POWER
24,574,459
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9
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SOLE DISPOSITIVE POWER
0
|
10
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SHARED DISPOSITIVE POWER
24,574,459
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,574,459
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12
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CHECK BOX 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)
4.89%
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14
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TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. 707887105
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Page
5
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cheung Mui
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
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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 BOX 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
Hong Kong
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
24,574,459
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
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SHARED DISPOSITIVE POWER
24,574,459
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,574,459
|
12
|
CHECK BOX 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)
4.89%
|
14
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TYPE OF REPORTING PERSON
IN
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EXPLANATORY NOTE
This Schedule 13D amendment is filed jointly
by Ho Cheuk Fund (“Ho Cheuk”), Grand Honest Limited (“Grand Honest”), Pang Yuet and Cheung Mui (the “Schedule
13D”). This joint filing shall serve as an original, and final, Schedule 13D filing by Pang Yuet and Cheung Mui and to amend
the Schedule 13Ds previously filed with the Securities and Exchange Commission (the “SEC”) by Ho Cheuk and Grand Honest.
This amendment shall also serve as the final amendment to the Schedule 13D and is an exit filing of each of the Reporting Persons
(as defined below).
On February 2, 2016 Ho Cheuk and Grand Honest
filed a series of Schedule 13Ds related to the Issuer (as defined below) (the “Original Filings”). Ho Cheuk and Grand
Honest disclosed in such filings that they were related parties and members of a group in separately filed Schedule 13Ds. This
Schedule 13D hereby amends and restates the Original Filings in their entirety including any material changes to the initially
reported information related to the intervening time period since the Original Filings.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common
Shares (“Common Shares”) of Penn West Petroleum Ltd. (the "Issuer"). The Common Shares are listed on the
New York Stock Exchange under the symbol “PWE.” The address of the principal executive office of the Issuer is Suite
200, 207 – 9th Avenue SW Calgary, Alberta T2P 1K3, Canada.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being jointly filed
by the following persons (each a “Reporting Person” and collectively, the “Reporting Persons”): (1) Ho
Cheuk, a Cayman Islands corporation, (2) Grand Honest, a business company with limited liability incorporated under the laws of
the British Virgin Islands, (3) Pang Yuet, a citizen of the People’s Republic of China and (4) Cheung Mui, a citizen of the
People’s Republic of China. Pang Yuet is a director of Ho Cheuk and holds indirectly through a wholly owned and controlled
entity 100% of the outstanding voting shares of Ho Cheuk. Cheung Mui is a director of Grand Honest and holds indirectly through
a wholly owned and controlled entity 100% of the outstanding voting stock of Grand Honest.
Based on the transactions described herein,
the Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Act. As a member
of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially
own, the shares beneficially owned by members of the group as a whole.
(b) The business address of each of the
Reporting Persons is 2906 China Resources Bldg., Wan Chai, Hong Kong.
(c) The principal business of each of Ho
Cheuk and Grand Honest is to acquire, hold and dispose of interests in various companies for investment purposes and to take all
actions incident thereto.
(d-e) During the last five years no Reporting
Person nor, to the knowledge of the Reporting Persons, any of their respective executive officers or directors, has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors). In addition, during the last five years, no Reporting
Person nor, to the knowledge of the Reporting Persons, any of their respective executive officers or directors, has been a party
to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which he or she was or is
subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding a violation with respect to such laws.
(f) Grand Honest is organized under the
laws of the British Virgin Islands. Ho Cheuk is organized under the laws of the Cayman Islands. Pang Yuet and Cheung Mui are citizens
of the People’s Republic of China.
The name, citizenship, business address,
and principal business occupation or employment of each of the directors and executive officers of each of the Reporting Persons
are set forth on
Annex A
hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The information set forth in or incorporated
by reference in Items 2 and 5 of this statement is incorporated by reference in its entirety into this Item 3.
The aggregate number of Common Shares beneficially
owned by the Reporting Persons is 24,574,459 (the “Shares”). The source of the funds used to purchase the Shares in
the transactions described below was the investment capital of Ho Cheuk and Grand Honest, as applicable.
In a series of open market purchases prior
to January 14, 2016, Ho Cheuk purchased an aggregate of 25,908,575 Common Shares with an aggregate purchase price of $29,502,985.03.
In a series of open market purchases between
to January 15, 2016 and January 22, 2016, Ho Cheuk purchased an aggregate of 5,968,222 Common Shares with an aggregate purchase
price of $3,548,676.88.
In a series of open market purchases between
to January 26, 2016 and February 1, 2016, Grand Honest purchased an aggregate of 5,000,000 Common Shares with an aggregate purchase
price of $3,560,529.60.
In a series of open market purchases between
to February 2, 2016 and February 8, 2016, Grand Honest purchased an aggregate of 5,000,000 Common Shares with an aggregate purchase
price of $3,743,932.20.
In a series of open market purchases between
to February 9, 2016 and February 22, 2016, Grand Honest purchased an aggregate of 7,500,000 Common Shares with an aggregate purchase
price of $6,342,445.36.
In a series of open market sales between
to September 20, 2016 and September 29, 2016, Ho Cheuk sold an aggregate of 5,678,700 Common Shares with an aggregate sale price
of $10,409,311.71.
In a series of open market sales between
to September 30, 2016 and October 7, 2016, Ho Cheuk sold an aggregate of 5,442,920 Common Shares with an aggregate sale price of
$10,218,426.15.
In a series of open market sales between
to October 10, 2016 and October 19, 2016, Ho Cheuk sold an aggregate of 5,490,644 Common Shares with an aggregate sale price of
$10,194,905.76.
In a series of open market sales as set
forth in Item 5(c) of this Schedule 13D, which section is incorporated herein by reference, Ho Cheuk sold an aggregate of 8,190,074
Common Shares with an aggregate sale price of approximately $14,931,503.70.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the Shares
for investment purposes and have made purchase and sale decisions based on their assessment of the investment at the time of those
transactions. The Reporting Persons expect to evaluate on an ongoing basis the Issuer’s financial condition and prospects
and their respective interests in, and intentions with respect to, the Issuer and their respective investments in the securities
of the
Issuer, which review may be based on various factors including
the Issuer’s business and financial condition, results of operations and prospects, general economic and industry conditions,
the securities markets in general and those for the Issuer’s securities in particular, as well as other developments and
other investment opportunities. Accordingly, each Reporting Person reserves the right to change its intentions as it deems appropriate.
In particular, each Reporting Person may at any time and from time to time, in the open market, in privately negotiated transactions
or otherwise, increase its holdings in the Issuer or dispose of all or a portion of the securities of the Issuer that the Reporting
Persons now own or may hereafter acquire. In addition, the Reporting Persons may engage in discussions with management and members
of the Board regarding the Issuer, including, but not limited to, the Issuer’s business and financial condition, results
of operations and prospects. The Reporting Persons may take positions with respect to and seek to influence the Issuer regarding
the matters discussed above. Such suggestions or positions may include one or more plans or proposals that relate to or would result
in any of the actions required to be reported herein.
(a) The Reporting Persons presently intend
to continue to sell down their position in the Issuer.
(b)-(j) N/A
Except as set forth in this Item 4, the
Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D. The Reporting Persons do, however, reserve the right in the future to adopt such plans
or proposals subject to compliance with applicable regulatory requirements.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of Common Shares
and the percentage of total outstanding Common Shares beneficially owned by the Reporting Persons are set forth below. References
to percentage ownerships of Common Shares in this Statement are based upon the 502,595,388 Common Shares outstanding as of November
2, 2016 based on the Form 6-K filed by the Issuer on November 2, 2016. Ho Cheuk is the record owner of 7,074,459 Common Shares.
Grand Honest is the record holder of 17,500,000 Common Shares.
The Reporting Persons beneficially own the
Shares, which represent approximately 4.89% of the outstanding Common Shares calculated in accordance with the requirements of
Rule 13d-3 under the Act.
Pang Yuet, who is a director and the sole
executive officer of Ho Cheuk and, in such capacity, possesses the decision making power of Ho Cheuk with respect to the voting
and disposition of securities beneficially owned thereby and as a result may also be deemed to beneficially own the Shares.
Cheung Mui, who is the sole director of
Grand Honest and, in such capacity, possesses the decision making power of Grand Honest with respect to the voting and disposition
of securities beneficially owned thereby and as a result may also be deemed to beneficially own the Shares.
Pang Yuet and Cheung Mui are related by
marriage and act as a group when making investment decisions and thereby each may be deemed to beneficially own the Shares.
By virtue of the relationship described
herein, the Reporting Persons may be deemed to constitute a “group” for purposes of Rule 13(d)(3) of the Act. As a
member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and as a result beneficially
own, the Shares beneficially owned by members of the group as a whole.
(b) Each
of the Reporting Persons may be deemed to have shared power to vote and dispose or direct
the vote and direct the disposition of all of the Shares.
(c) The
following transactions have been effected via public market trading by Ho Cheuk in the Issuer’s securities within the past
60 days:
Trade Date
(Month/Day/Year)
|
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Amount of
Common
Shares
|
|
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Average
Price Per
Common Share
|
|
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Disposition of
Transaction
|
12/01/2016
|
|
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1,108,815
|
|
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$
|
1.82
|
|
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Sale
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12/02/2016
|
|
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450,000
|
|
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$
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1.80
|
|
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Sale
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12/05/2016
|
|
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786,100
|
|
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$
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1.83
|
|
|
Sale
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12/06/2016
|
|
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690,000
|
|
|
$
|
1.81
|
|
|
Sale
|
12/07/2016
|
|
|
412,053
|
|
|
$
|
1.80
|
|
|
Sale
|
12/08/2016
|
|
|
692,010
|
|
|
$
|
1.80
|
|
|
Sale
|
12/09/2016
|
|
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476,000
|
|
|
$
|
1.81
|
|
|
Sale
|
12/12/2016
|
|
|
1,350,000
|
|
|
$
|
1.87
|
|
|
Sale
|
12/13/2016
|
|
|
690,000
|
|
|
$
|
1.85
|
|
|
Sale
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12/14/2016
|
|
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360,100
|
|
|
$
|
1.82
|
|
|
Sale
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12/15/2016
|
|
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23,198
|
|
|
$
|
1.80
|
|
|
Sale
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12/20/2016
|
|
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340,167
|
|
|
$
|
1.80
|
|
|
Sale
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12/21/2016
|
|
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6,000
|
|
|
$
|
1.79
|
|
|
Sale
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12/22/2016
|
|
|
90,000
|
|
|
$
|
1.80
|
|
|
Sale
|
1/3/2017
|
|
|
715,631
|
|
|
$
|
1.80
|
|
|
Sale
|
(d) Not
applicable.
(e) As
a result of the transactions described in Item 5(c) above, on January 3, 2017, each of the Reporting Persons ceased to be the beneficial
owner of more than five percent (5%) of the outstanding Common Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The information set forth and/or incorporated by reference in
Items 2, 3, 4 and 5 is hereby incorporated by reference in its entirety into this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT
NUMBER
|
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DESCRIPTION
|
1.
|
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Joint Filing Agreement, dated January 10, 2017, among the
Reporting Persons.
|
Signatures to Schedule 13D
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Pursuant to Rule 13d-1(k)(1)(iii) of
Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Act of 1934, as amended, the undersigned
agree that the attached statement is filed on behalf of each of them.
Dated January 10, 2017
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Ho Cheuk Fund
|
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By:
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/s/ Jian Qing
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Name: Jian Qing
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Title: Director
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Grand Honest Limited
|
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By:
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/s/ Cheung Mu
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Name: Cheung Mui
|
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Title: Director
|
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/s/ Pang Yuet
|
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/s/ Cheung Mui
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Annex A
Name
and Business Address
|
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Present
Principal Occupation
|
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Citizenship
|
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Ho Cheuk Fund
|
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Pang Yuet
|
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Merchant
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People’s Republic of China
|
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Room 2906, 29/F, China Resources
Building, 26 Harbour Road, Wan
Chai, H.K.
|
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Jian Qing
|
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Merchant
|
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Canada
|
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|
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Room 2906, 29/F, China Resources
Building, 26 Harbour Road, Wan
Chai, H.K.
|
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Grand Honest Limited
|
|
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Cheung Mui
|
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Merchant
|
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People’s Republic of China
|
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Room 2906, 29/F, China Resources
Building, 26 Harbour Road, Wan
Chai, H.K.
|
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