Item 1.
Security and Issuer
This Amendment No. 3 (this
Amendment
) amends and supplements the Schedule 13D filed by the Reporting Persons on December 8, 2017, as amended by Amendment No. 1 filed on January 16, 2019 and Amendment No. 2 filed on February 4, 2019 (as amended, the
Original Schedule 13D
) with respect to the Ordinary Shares of the Issuer. The Reporting Persons have entered into a joint filing agreement (the
Joint Filing Agreement
), dated as of February 4, 2019, a copy of which is attached as Exhibit 99.13 to the Original Schedule 13D. Capitalized terms used in this Amendment and not otherwise defined have the same meanings ascribed to them in the Original Schedule 13D. Unless specifically amended hereby, the disclosure set forth in the Original Schedule 13D remains unchanged.
Item 4.
Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended by deleting the last two paragraphs and replacing them with the following language:
On July 31, 2019, Tonghao Cayman entered into an Amendment to Purchase and Sale Agreement (the
Amendment Agreement
) with the Shah Sellers (save for Mr. Shah), pursuant to which the parties agreed to extend the Termination Date (as such term is defined in the Shah Purchase Agreement) to September 30, 2019. The Shah Purchase Agreement remains in full force and effect in accordance with its terms, except as explicitly amended by the Amendment Agreement.
The closing of the purchase and sale of the Sale Shares pursuant to the Shah Purchase Agreement, as amended by the Amendment Agreement, is subject to customary conditions, including the obtaining of all necessary authorizations, consents, orders and approvals of The Committee on Foreign Investment in the United States, which approvals were obtained on August 5, 2019, and completing (i) filing with and/or approval by the National Development and Reform Commission of the Peoples Republic of China (
PRC
) or its competent local counterparts, (ii) filing with and/or approval by the Ministry of Commerce of the PRC or its competent local counterparts, and (iii) registration with a commercial bank supervised by the State Administration of Foreign Exchange of the PRC or its competent local counterparts, in each case with respect to the payment of the Purchase Price and the purchase and sale of the Sale Shares. Assuming the transactions contemplated by the Shah Purchase Agreement, as amended by the Amendment Agreement, are consummated in accordance with the terms and conditions thereof, the Reporting Persons will become the beneficial owner of an additional 9,200,000 Ordinary Shares.
The information disclosed in this Item 4 is not purported to be complete and is qualified in its entirety by reference to the Shah Purchase Agreement, a copy of which is attached as Exhibit 99.12 and is incorporated herein by reference in its entirety, and the Amendment Agreement, a copy of which is attached as Exhibit 99.14 and is incorporated herein by reference in its entirety.
Item 6.
Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended by deleting the last paragraph and replacing it with the following language:
The descriptions of the agreements referenced in Items 3 and 4 of this Schedule 13D are incorporated by reference into this Item 6. The foregoing descriptions are not complete and are qualified in their entirety by reference to the full text of the agreements , copies of which are filed as exhibits to this Schedule 13D and are listed in Item 7 of this Schedule 13D.
Item 7
Material to be Filed as Exhibits
Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following exhibit:
Exhibit No.
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Description
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99.14
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Amendment to Purchase and Sale Agreement, dated as of July 31, 2019, by and among Tonghao (Cayman) Limited, Shah Capital Opportunity Fund LP, Hong Liang Lu, Hong Lu and Lucy Lu JTWROS, Lu Family Ltd Partnership, Lu Charitable Remainder Trust, Lu Family Trust Hong Liang Lu & Lucy Lu TTEES, and Hong Liang Lu IRA*
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*Filed herewith.
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