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CUSIP No. 88557W 101
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13D/A
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Page
5
of 6 Pages
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Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A
(this Amendment No. 4) amends and supplements the Original 13D Filings. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the
Original 13D Filings. All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Original 13D Filings.
Item 2. Identity and Background.
The fourth
paragraph of Item 2 of the Original Schedule 13D Filings is hereby amended and restated as follows:
The directors of FountainVest are Mr. Kui Tang,
Mr. George Jian Chuang and Mr. Don Wayne Ebanks. As of the date of this statement, FountainVest does not have any executive officers. Mr. Kui Tang is the Chairman and Chief Executive Officer of FountainVest Partners (Asia) Limited and
its affiliates (collectively, FountainVest Partners). Mr. George Jian Chuang is the President of FountainVest Partners. Mr. Don Wayne Ebanks is a Managing Director and Global Head of Regulatory Advisory at Waystone
Governance Ltd.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
Item 6 of the Original Schedule 13D Filings is hereby amended and supplemented by adding the following as a new paragraph immediately after the second
paragraph thereof:
On March 19, 2021 (the Trade Date), Ruby Holdings and an investment bank dealer (Dealer)
entered into a letter agreement (Confirmation) for a prepaid variable share forward transaction (PVSF Transaction) on up to 3,000,000 (the Maximum Number of ADSs) of the ADSs, each
representing two Class A Ordinary Shares of the Issuer. Pursuant to the Confirmation, Dealer agreed to introduce into the public market the Maximum Number of ADSs deliverable upon final settlement of the PVSF Transaction in compliance with the manner-of-sale conditions described in Rule 144 (Rule 144) under the Securities Act of 1933, as amended, and establish its initial hedge position for the
PVSF Transaction in accordance with the Rule 144 interpretative letters, each dated December 20, 1999 and November 30, 2011. Following the Trade Date, and pursuant to the Confirmation, Ruby Holdings received an upfront cash prepayment from
Dealer.
The PVSF Transaction is divided into components (each a Component) where the amount payable or deliverable by Ruby Holdings
will be determined on the scheduled valuation date for each Component (each, a Valuation Date). Following each Valuation Date, Ruby Holdings will be obligated to pay or deliver to Dealer a certain amount on the settlement date
(the Settlement Date) for each Component. On the final Settlement Date, Ruby Holdings will deliver up to Maximum Number of ADSs (or, at Ruby Holdings sole election, an equivalent amount of cash) based on the average market
price of the ADSs determined over each Valuation Date as described below. The number of the ADSs (or the cash equivalent) to be delivered (or paid) to Dealer on each Settlement Date shall be determined as follows: (a) if the volume-weighted
average price per ADS on each Valuation date, as determined by Dealer by reference to the Bloomberg Page QFIN US <equity> AQR <Go> (or any successor page thereto) (the Settlement Price) is equal to or less
than 95% of the volume weighted price at which Dealer establishes its initial hedge position (the Forward Floor Price), Ruby Holdings will deliver to Dealer the Maximum Number of ADSs (or pay the cash equivalent); (b) if the
Settlement Price is between the Forward Floor Price and 133% of the volume weighted price at which Dealer establishes its initial hedge position (the Forward Cap Price), Ruby Holdings will deliver to Dealer a number of ADSs equal
to the Maximum Number of ADSs multiplied by a fraction, the numerator of which is the Forward Floor Price and the denominator of which is the Settlement Price (or pay the cash equivalent); and (c) if the Settlement Price is greater than the
Forward Cap Price, Ruby Holdings will deliver to Dealer a number of ADSs equal to the product of (i) the Maximum Number of ADSs and (ii) a fraction (A) the numerator of which is the sum of (x) the Forward Floor Price and
(y) the Settlement Price minus the Forward Cap Price, and (B) the denominator of which is the Settlement Price (or pay the cash equivalent).
In
order to secure Ruby Holdings obligations to Dealer under the PVSF Transaction, Ruby Holdings and Dealer entered into a security agreement dated as of the Trade Date with respect to the ADSs (the Security Agreement). Under
the Security Agreement, Ruby Holdings pledged the Maximum Number of ADSs deliverable under the PVSF Transaction to Dealer, credited to a securities account to be held and maintained by an affiliate of Dealer (acting as custodian for Dealer) and
subject to Dealers control until the final Settlement Date for the PVSF Transaction.