Introductory Note
This Amendment No. 21 to Schedule 13D (this
Amendment No.
21
) is being jointly filed by Shah Capital
Opportunity Fund LP (
Shah Opportunity
), Himanshu H. Shah (
Mr.
Shah
), Hong Liang Lu (
Mr.
Lu
), Lu Charitable Remainder Trust (
Lu Charitable
Trust
), Lu Family Trust Hong Liang Lu & Lucy Lu TTEES (
Lu Family Trust
), The Lu Family Limited Partnership (
Lu Family Partnership
), Hong Lu and Lucy Lu JTWROS, and Hong Liang Lu IRA
(collectively with Shah Opportunity, Mr. Shah, Mr. Lu, Lu Charitable Trust, Lu Family Trust, Lu Family Partnership, Hong Lu and Lucy Lu JTWROS, the
Reporting Persons
, each a
Reporting Person
) to amend
and supplement the Schedule 13D filed initially by
E-Town
International Holding (Hong Kong) Co., Limited with the Securities and Exchange Commission (the
SEC
) on September 7, 2010, as
previously amended by Amendment No. 1 filed on September 7, 2010, Amendment No. 4 filed on January 10, 2012, Amendment No. 5 filed on July 11, 2012 , Amendment No. 6 filed on January 15, 2013, Amendment
No. 7 filed on January 15, 2013, Amendment No. 8 filed on March 27, 2013, Amendment No. 9 filed on October 31, 2013, Amendment No. 10 filed on January 17, 2014, Amendment No. 11 filed on March 11,
2014, Amendment No. 13 filed on August 21, 2014, Amendment No. 14 filed on August 6, 2015, Amendment No. 15 filed on November 4, 2015, Amendment No. 16 filed on December 4, 2015, Amendment No. 17 filed on
November 10, 2016, Amendment No. 18 filed on March 31, 2017, Amendment No. 19 filed on October 23, 2017, and Amendment No. 20 filed on February 4, 2019, respectively (as so amended, the
Original Schedule
13D
). The Reporting Persons have entered into a joint filing agreement (the
Joint Filing Agreement
), dated as of August 2, 2019, a copy of which is attached hereto as Exhibit 99.8. Except as amended and supplemented
herein, the information set forth in the Original Schedule 13D remains unchanged. Capitalized terms used herein have meanings as assigned thereto in the Original Schedule 13D unless defined herein.
Item 2.
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Identity and Background.
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Item 2 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
As described in Item 4 below, the Relevant Parties entered into the Amendment Agreement on July 31, 2019, a copy of which is attached
hereto as Exhibit 99.9. The information set forth in Item 4 of this Amendment No. 21 is incorporated by reference in its entirety into this Item 2.
Item 4.
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Purpose of Transaction.
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Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
On July 31, 2019, the Reporting Persons (save for Mr. Shah) and the Acquirer (collectively, the
Relevant Parties
)
entered into an Amendment to Purchase and Sale Agreement (the
Amendment Agreement
), pursuant to which the Relevant Parties agreed to extend the Termination Date (as such term is defined in the Purchase Agreement) to
September 30, 2019. The Purchase Agreement remains in full force and effect in accordance with its terms, except as explicitly amended by the Amendment Agreement.
The information disclosed in this Item 4 is not purported to be complete and is qualified in its entirety by reference to the Amendment
Agreement, which is attached hereto as Exhibit 99.9, and is incorporated herein by reference in its entirety.
Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(b) The following table sets forth the beneficial ownership of Ordinary Shares of the Company for each of the Reporting Persons as of
July 31, 2019.
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Name
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Shares
Beneficially
Owned
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Percentage
of Total(9)
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Sole
Voting
Power
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Shared
Voting
Power
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Sole
Dispositive
Power
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Shared
Dispositive
Power
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Shah Opportunity(1)
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8,041,700
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22.6
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%
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8,041,700
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8,041,700
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Mr. Shah(2)
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8,041,700
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22.6
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%
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8,041,700
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8,041,700
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Mr. Lu(3)
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1,158,300
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3.3
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%
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1,158,300
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1,158,300
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Lu Charitable Trust(4)
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26,925
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0.1
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%
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26,925
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26,925
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Lu Family Trust(5)
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16,408
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0.0
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%
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16,408
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16,408
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Lu Family Partnership(6)
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76,304
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0.2
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%
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76,304
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76,304
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Hong Lu and Lucy Lu JTWROS(7)
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226,835
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0.6
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%
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226,835
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226,835
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Hong Liang Lu IRA (8)
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10,000
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0.0
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%
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10,000
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10,000
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