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 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).
1.
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NAME OF REPORTING PERSON:
Hanlin Chen
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3.
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SEC USE ONLY
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4.
|
SOURCE OF FUNDS
PF, OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China
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NUMBER
OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
13,322,547
|
8.
|
SHARED VOTING POWER
4,526,467
|
9.
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SOLE DISPOSITIVE POWER
13,322,547
|
10.
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SHARED DISPOSITIVE POWER
4,526,467
|
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,849,014
(1)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
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13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.41%
(2)
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14.
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TYPE OF REPORTING PERSON
IN
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(1)
17,849,014 shares of Common Stock include: (i) 13,322,547
shares of Common Stock beneficially owned by Mr. Hanlin Chen; (ii) 1,502,925 shares of Common Stock beneficially owned by Ms. Liping
Xie, Mr. Hanlin Chen’s wife; and (iii) 3,023,542 shares of Common Stock beneficially owned by Wiselink Holdings Limited,
a company controlled by Mr. Hanlin Chen.
(2)
Percentage calculated based on 31,644,004 shares
of Common Stock outstanding as of August 10, 2017 (as reported by the Company in the Form 10-Q filed on August 10, 2017).
1.
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NAME OF REPORTING PERSON:
Liping Xie
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China
|
NUMBER
OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,502,925
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
1,502,925
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,502,925
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.75%
(1)
|
14.
|
TYPE OF REPORTING PERSON
IN
|
(1)
Percentage calculated based on 31,644,004 shares
of Common Stock outstanding as of August 10, 2017 (as reported by the Company in the Form 10-Q filed on August 10, 2017).
1.
|
NAME OF REPORTING PERSON:
Wiselink Holdings Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
6.
|
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
3,023,542
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
3,023,542
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,023,542
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.55%
(1)
|
14.
|
TYPE OF REPORTING PERSON
CO
|
(1)
Percentage calculated based on 31,644,004 shares
of Common Stock outstanding as of August 10, 2017 (as reported by the Company in the Form 10-Q filed on August 10, 2017).
INTRODUCTORY NOTE
This amendment No. 2 (this “Amendment No. 2”)
amends and supplements the statement on the Schedule 13D filed on May 9, 2015 (as previously amended by the Amendment No. 1 to
the Schedule 13D filed on May 16, 2017 on behalf of the Reporting Persons with the United States Securities and Exchange Commission,
the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings assigned
to such terms in the Schedule 13D.
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ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
Item
3 is hereby amended and supplemented by adding the following:
It is anticipated that, at the price
per share of Common Stock set forth in the Proposal (as described in Item 4 below), approximately US$75.18 million will be expended
in acquiring 13,794,990 outstanding shares of Common Stock owned by stockholders of the Company other than the Reporting Persons
(the “Publicly Held Shares”).
It is anticipated that the funding for
the acquisition of the Publicly Held Shares will be provided by a combination of debt and equity financing. The equity financing
is expected be provided in the form of rollover of existing equity interest in the Company by the Reporting Persons and cash contributions
from the Consortium (as defined in the item 4 below) and/or third party sponsors. Debt financing, if used, will be primarily provided
by third party financial institutions.
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ITEM 4.
|
PURPOSE OF TRANSACTION
|
Item 4 is hereby amended and supplemented by adding the
following:
Prior to the submission of the proposal by Mr. Hanlin
Chen (“Mr. Chen”) on May 14, 2017, Mr. Chen requested that the Company’s board of directors (the “Board”)
approve, for purposes of Section 203 of the General Corporation Law of the State of Delaware (the "DGCL") that Mr. Chen
and Chariot Company (Cayman) Limited (“NHPEA”), an affiliate of North Haven Private Equity Asia IV, L.P., could discuss
and enter into a consortium agreement with each other, and jointly submit a proposal with respect to the Transaction (as defined
below) to the Company.
On August 22, 2017, upon the recommendation of the special
committee of independent directors of the Company (the “Special Committee”), the Board, through a unanimous written
consent in lieu of a special meeting, adopted resolutions that expressly permit the Reporting Persons and NHPEA to, among other
things, discuss and enter into a consortium agreement with each other and jointly submit a proposal with respect to the Transaction
to the Special Committee, and approved that none of the Reporting Persons and NHPEA shall be deemed an “interested stockholder”
of the Company under Section 203 of the DGCL by reason of forming a buyer group or submitting a joint proposal.
On August 30, 2017, the Reporting Persons entered into
a consortium agreement (the “Consortium Agreement”) with NHPEA, pursuant to which the these parties intend to cooperate
in good faith to acquire all of the outstanding capital stock of the Company other than those shares beneficially owned by the
Reporting Persons, through a going-private transaction (the “Transaction”).
On August 30, 2017, the Reporting Persons and NHPEA (collectively,
the “Consortium”) submitted a preliminary, non-binding proposal letter (the “Proposal”) to the Board, which
superseded and replaced in its entirety the prior proposal submitted by Mr. Chen to the Board on May 14, 2017. In the Proposal,
members of the Consortium propose to acquire, through an acquisition vehicle to be formed by them, all of the outstanding capital
stock of the Company (other than the shares of Common Stock which will be rolled over in connection with the Transaction) for $5.45
per share in cash. The Proposal also provides that, among other things, the Consortium will (a) conduct customary due diligence
on the Company and (b) negotiate and execute definitive agreements with respect to the Transaction. In the Proposal, members of
the Consortium also stated that they expect that the Special Committee will consider the Proposal and make a recommendation to
the Board. Members of the Consortium will not move forward with the Transaction unless it is approved by the Special Committee,
and the Transaction will be subject to a non-waivable condition requiring approval by majority shareholder vote of shareholders
of the Company other than the Consortium members.
References to the Consortium Agreement and the Proposal
in this Amendment No. 2 are qualified in their entirety by reference to the Consortium Agreement and the Proposal themselves, which
are attached hereto as Exhibit 7.03 and Exhibit 7.04, respectively, and are incorporated by reference as if set forth in their
entirety.
If the Transaction is carried out and consummated, the
Common Stock of the Company will no longer be traded on the Nasdaq Capital Market and the registration of the Common Stock of the
Company under Section 12 of the Act is expected to be terminated. No assurance can be given that any proposal, any definitive agreement
or any transaction relating to the Transaction will be entered into or be consummated. The Proposal provides that no binding obligation
on the part of the Company or the Consortium shall arise with respect to the proposed Transaction unless and until definitive agreements
have been executed.
Except as indicated above, the Reporting Persons have
no plans or proposals that relate to or would result in any other action specified in Item 4 on the Schedule 13D.
|
Item 5.
|
Interest in Securities of the Issuer
|
Item
5 is hereby amended and restated in its entirety as follows:
(a)–(b) The following
disclosure assumes that there are 31,644,004 shares of Common Stock outstanding as of August 10, 2017, as set forth in the Company’s
Form 10-Q, filed on August 10, 2017.
The responses of each of the Reporting
Persons to Rows (7) through (11) of the cover page of this Amendment No. 2 are incorporated herein by reference. In addition, pursuant
to Section 13(d)(3) of the Act, Morgan Stanley and the Reporting Persons may, on the basis of the facts described elsewhere herein,
be considered to be a “group“. Neither the filing of this Amendment No. 2 nor any of its contents shall be deemed to
constitute an admission by any of the Reporting Persons that any of them is the beneficial owner of any of the [2,804] shares of
Common Stock beneficially owned by Morgan Stanley for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial
ownership is expressly disclaimed.
|
(c)
|
Except as set forth in Item 3 above, none of the Reporting Persons has effected any transactions in the Common Stock during
the 60 days preceding the filing of this Amendment No. 2.
|
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
Item
6 is hereby amended and supplemented by adding the following:
The descriptions of the principal terms of the Proposal
and the Consortium Agreement under Item 4 are incorporated herein by reference in their entirety.
Consortium Agreement
. The Consortium Agreement
provides, among other things, for coordination in (i) performing due diligence, (ii) arranging financing, (iii) structuring and
negotiating the Transaction and, if applicable, entering into definitive agreements with respect to the Transaction, and (iv) engaging
advisors and sharing certain expenses. Upon a termination of the Consortium Agreement, the Consortium members will negotiate in
good faith to extend its term.
To the best knowledge of the Reporting Persons, except
as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between any
of the Reporting Persons and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency,
the occurrence of which would give another person voting power over the securities of the Company.
|
ITEM 7.
|
MATERIAL TO BE FILED AS EXHIBITS.
|
|
Exhibit 7.03:
|
Consortium Agreement by and between the Reporting Persons and NHPEA, dated as of August 30, 2017 (filed herewith)
|
|
Exhibit 7.04:
|
Proposal from the Consortium to the Board, dated as of August 30, 2017 (filed herewith).
|
SIGNATURE
After reasonable inquiry and to the best of
its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
|
Dated: September 1, 2017
|
|
|
|
Mr. Hanlin Chen
|
|
|
|
/s/ Mr. Hanlin Chen
|
|
|
|
Ms. Liping Xie
|
|
|
|
/s/ Mr. Liping Xie
|
|
|
|
Wiselink Holdings Limited
|
|
|
|
|
By:
|
/s/ Mr. Hanlin Chen
|
|
Name:
|
Mr. Hanlin Chen
|
|
Title:
|
Director
|