Introductory Note
This Amendment No. 22 to Schedule 13D (this Amendment No. 22) 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, Amendment No. 20 filed on February 4, 2019 and Amendment No. 21 filed on August 2, 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 September 6, 2019, a copy of which is
attached hereto as Exhibit 99.10. 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.
|
Identity and Background.
|
Item 2 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
The information set forth in Item 4 of this Amendment No. 22 is incorporated by reference in its entirety into this Item 2.
Item 4.
|
Purpose of Transaction.
|
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
Closing of the purchase and sale of the Sale Shares pursuant to the Purchase Agreement (as amended by the Amendment Agreement) occurred on
September 3, 2019. Upon such closing, (a) the Reporting Persons no longer beneficially own any Ordinary Shares or have any voting power or dispositive power over any Ordinary Shares; and (b) Mr. Shah and Mr. Lu resigned from
the Companys board of directors (the Board), and Mr. Yongqing Yan and Mr. Jintong Lin (designees of the Acquirer) were appointed to the Board. Mr. Yongqing Yan will serve as Chairman of the Board.
Item 5.
|
Interest in Securities of the Issuer
|
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
September 3, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Shares
Beneficially
Owned
|
|
|
Percentage
of Total
|
|
|
Sole
Voting
Power
|
|
|
Shared
Voting
Power
|
|
|
Sole
Dispositive
Power
|
|
|
Shared
Dispositive
Power
|
|
Shah Opportunity(1)
|
|
|
0
|
|
|
|
0.0
|
%
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
Mr. Shah(2)
|
|
|
0
|
|
|
|
0.0
|
%
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
Mr. Lu(3)
|
|
|
0
|
|
|
|
0.0
|
%
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
Lu Charitable Trust(4)
|
|
|
0
|
|
|
|
0.0
|
%
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
Lu Family Trust(5)
|
|
|
0
|
|
|
|
0.0
|
%
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
Lu Family Partnership(6)
|
|
|
0
|
|
|
|
0.0
|
%
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
Hong Lu and Lucy Lu JTWROS(7)
|
|
|
0
|
|
|
|
0.0
|
%
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
Hong Liang Lu IRA (8)
|
|
|
0
|
|
|
|
0.0
|
%
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|