SC 13D/A 1 d780664dsc13da.htm SCHEDULE 13D AMENDMENT NO.5 Schedule 13D Amendment No.5

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-1)

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

ISOFTSTONE HOLDINGS LIMITED

(Name of Issuer)

Ordinary Shares, par value $0.0001

(Title of Class of Securities)

46489B108**

(CUSIP Number)

Ip Kun Wan, Kiril

46/F, Far East Finance Centre

16 Harcourt Road, Hong Kong

Tel: +852 2528 9882

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 29, 2014

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

** This CUSIP number applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing ten ordinary shares, par value $0.0001 per share. No CUSIP has been assigned to the ordinary shares.

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).

 

 

 


SCHEDULE 13D

 

CUSIP No 46489B108   Page 2

 

  1   

Name of reporting persons

 

CHINA EVERBRIGHT LIMITED

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    WC, OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 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

 

    0

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    0

11  

Aggregate amount beneficially owned by each reporting person

 

    0

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0

14  

Type of reporting person (see instructions)

 

    OO – See Item 3

 


SCHEDULE 13D

 

CUSIP No 46489B108   Page 3

 

  1   

Name of reporting persons

 

CHINA EVERBRIGHT INVESTMENT MANAGEMENT LIMITED

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 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

 

    0

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    0

11  

Aggregate amount beneficially owned by each reporting person

 

    0

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0

14  

Type of reporting person (see instructions)

 

    OO, IA – See Item 3

 


SCHEDULE 13D

 

CUSIP No 46489B108   Page 4

 

  1   

Name of reporting persons

 

WINDSOR VENTURE LIMITED

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    BRITISH VIRGIN ISLANDS

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

    0

     8   

Shared voting power

 

    0

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    0

11  

Aggregate amount beneficially owned by each reporting person

 

    0

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0

14  

Type of reporting person (see instructions)

 

    OO – See Item 3

 


SCHEDULE 13D

 

CUSIP No 46489B108   Page 5

 

  1   

Name of reporting persons

 

FOREBRIGHT PARTNERS LIMITED

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    BRITISH VIRGIN ISLANDS

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

    0

     8   

Shared voting power

 

    0

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    0

11  

Aggregate amount beneficially owned by each reporting person

 

    0

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0

14  

Type of reporting person (see instructions)

 

    OO – See Item 3

 


SCHEDULE 13D

 

CUSIP No 46489B108   Page 6

 

  1   

Name of reporting persons

 

CSOF III GP LIMITED

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    CAYMAN ISLANDS

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

    0

     8   

Shared voting power

 

    0

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    0

11  

Aggregate amount beneficially owned by each reporting person

 

    0

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0

14  

Type of reporting person (see instructions)

 

    OO – See Item 3

 


SCHEDULE 13D

 

CUSIP No 46489B108   Page 7

 

  1   

Name of reporting persons

 

FOREBRIGHT ADVISORS LIMITED

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    BRITISH VIRGIN ISLANDS

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

    0

     8   

Shared voting power

 

    0

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    0

11  

Aggregate amount beneficially owned by each reporting person

 

    0

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0

14  

Type of reporting person (see instructions)

 

    OO, IA – See Item 3

 


SCHEDULE 13D

 

CUSIP No 46489B108   Page 8

 

  1   

Name of reporting persons

 

CHINA SPECIAL OPPORTUNITIES FUND III, L.P.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    CAYMAN ISLANDS

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

    0

     8   

Shared voting power

 

    0

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    0

11  

Aggregate amount beneficially owned by each reporting person

 

    0

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0

14  

Type of reporting person (see instructions)

 

    PN – See Item 3

 


SCHEDULE 13D

 

CUSIP No 46489B108   Page 9

 

  1   

Name of reporting persons

 

ACCURATE GLOBAL LIMITED

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    AF

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    BRITISH VIRGIN ISLANDS

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

    0

     8   

Shared voting power

 

    0

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    0

11  

Aggregate amount beneficially owned by each reporting person

 

    0

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0

14  

Type of reporting person (see instructions)

 

    OO – See Item 3

 


SCHEDULE 13D

 

CUSIP No 46489B108   Page 10

 

  1   

Name of reporting persons

 

ADVANCED ORIENT LIMITED

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    AF

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    BRITISH VIRGIN ISLANDS

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

    0

     8   

Shared voting power

 

    0

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    0

11  

Aggregate amount beneficially owned by each reporting person

 

    0

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0

14  

Type of reporting person (see instructions)

 

    OO – See Item 3

 


SCHEDULE 13D

 

CUSIP No 46489B108   Page 11

 

  1   

Name of reporting persons

 

CHINA EVERBRIGHT GP LIMITED

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    CAYMAN ISLANDS

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

    0

     8   

Shared voting power

 

    0

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    0

11  

Aggregate amount beneficially owned by each reporting person

 

    0

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0

14  

Type of reporting person (see instructions)

 

    OO – See Item 3

 


SCHEDULE 13D

 

CUSIP No 46489B108   Page 12

 

  1   

Name of reporting persons

 

CHINA FOREBRIGHT INVESTMENT MANAGEMENT LIMITED

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 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

 

    0

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    0

11  

Aggregate amount beneficially owned by each reporting person

 

    0

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0

14  

Type of reporting person (see instructions)

 

    OO, IA – See Item 3

 


SCHEDULE 13D

 

CUSIP No 46489B108   Page 13

 

  1   

Name of reporting persons

 

CHINA SPECIAL OPPORTUNITIES FUND, L.P.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    CAYMAN ISLANDS

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

    0

     8   

Shared voting power

 

    0

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    0

11  

Aggregate amount beneficially owned by each reporting person

 

    0

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0

14  

Type of reporting person (see instructions)

 

    PN – See Item 3

 


SCHEDULE 13D

 

CUSIP No 46489B108   Page 14

 

  1   

Name of reporting persons

 

CSOF TECHNOLOGY INVESTMENTS LIMITED

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    AF

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    BRITISH VIRGIN ISLANDS

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

    0

     8   

Shared voting power

 

    0

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    0

11  

Aggregate amount beneficially owned by each reporting person

 

    0

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0

14  

Type of reporting person (see instructions)

 

    OO – See Item 3

 


This Amendment No. 5 (this “Amendment”) amends and supplements the Schedule 13D (the “Original Schedule 13D”) filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on June 17, 2013 with respect to iSoftStone Holdings Limited, as previously amended by Amendment No. 1 (the “Amendment No. 1”) filed on July 26, 2013, Amendment No. 2 (the “Amendment No. 2”) filed on November 4, 2013, Amendment No.3 (the “Amendment No. 3”) filed on March 3, 2014 and Amendment No.4 (the “Amendment No.4”) filed on April 21, 2014.

 

Item 2. Identity and Background

Item 2 is hereby amended as follows:

The sentence in the second paragraph under Item 2 of the Original Schedule 13D “Forebright Partners is wholly owned by employees of CEL who as a team make investment recommendations to the investment committee that makes investment decisions for CSOF III and Windsor” is replaced with “Forebright Partners is owned by 10 individuals that are members of the investment team of CSOF III.”

Schedule A is amended and restated in its entirety as attached hereto.

 

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

On August 25, 2014, at 10:00 a.m. (Hong Kong time), an extraordinary general meeting of the shareholders of the Issuer was held at 26th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong. At the extraordinary general meeting, the shareholders of the Issuer voted in person or by proxy to authorize and approve the Merger Agreement, the plan of merger for the purposes of the Merger (“plan of merger”) and the transactions contemplated thereby, including the Merger.

On August 29, 2014, the Issuer and Merger Sub filed the plan of merger with the Cayman Islands Registrar of Companies, which was registered by the Cayman Islands Registrar of Companies as of August 29, 2014, pursuant to which the Merger became effective on August 29, 2014. As a result of the Merger, the Issuer ceased to be a publicly traded company and became wholly owned by Parent.

At the effective time of the Merger, each Ordinary Share (including Ordinary Shares represented by ADSs) that was issued and outstanding immediately prior to the effective time of the Merger (other than Excluded Shares) was cancelled and ceased to exist, in exchange for the right to receive $0.57 in cash without interest. Each Excluded Share (including Excluded Shares represented by ADSs) that was issued and outstanding immediately prior to the effective time (other than dissenting shares) was cancelled and ceased to exist without any conversion or consideration. Each dissenting share that was issued and outstanding immediately prior to the effective time was cancelled and ceased to exist, in consideration for the right to receive the fair value of such dissenting share as determined in accordance with applicable law of the Cayman Islands.

 

Page 15


As a result of the Merger, all of the Ordinary Shares beneficially owned by the Reporting Persons prior to the effective time of the Merger were cancelled and the Reporting Persons no longer beneficially own any Ordinary Share of the Issuer.

Following the Merger, the ADSs of the Issuer will no longer be listed on any securities exchange or quotation system, including the New York Stock Exchange. In addition, 90 days after the filing of Form 15 in connection with the completion of the transaction, or such shorter period as may be determined by the SEC, the registration of the ADSs and the underlying Ordinary Shares under the Exchange Act will be terminated.

 

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

 

(a) – (b)

  As a result of the Merger, all of the Ordinary Shares beneficially owned by the Reporting Persons prior to the effective time of the Merger were cancelled and the Reporting Persons no longer beneficially own any Ordinary Share.

(c)

  Except for the transactions described in Item 4, none of the Reporting Persons has effected any transactions in the Ordinary Shares during the past 60 days.

(d)

  Not applicable.

(e)

  August 29, 2014.

 

Page 16


SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS

OF

CHINA EVERBRIGHT LIMITED

The name, title, present principal employment, business address and citizenship of each director and executive officer of CEL are set forth below.

 

Name

 

Title

 

Present Principal Employment

 

Business Address

 

Citizenship

Tang Shuangning   Executive Director   Chairman of the Board of Directors of CEL   46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong   People’s Republic of China
Liu Jun   Executive Director   Deputy Chairman of CEL   46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong   People’s Republic of China
Chen Shuang   Executive Director   Chief Executive Officer of CEL   46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong   People’s Republic of China
Tang Chi Chun   Executive Director   Chief Financial Officer of CEL   46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong   British
Jiang Yuanzhi   Executive Director   Chief Investment Officer of CEL   46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong   People’s Republic of China
Wang Weimin   Non-executive Director   Vice President of Everbright Securities Company Limited*   1508 XinZha Road, Jingan District, Shanghai, 200040, the People’s Republic of China   People’s Republic of China
Seto Gin Chung, John   Independent Non-executive Director   Director of Pacific Eagle Asset Management Limited**   21/F., AON China Building, 29 Queen’s Road, Central, Hong Kong   People’s Republic of China
Lin Zhijun   Independent Non-executive Director   Professor and Head of the Department of Accountancy and Law in Hong Kong Baptist University***   6/F., Wing Lung Bank Building, 34 Renfrew Road, Kowloon Tong, Kowloon, Hong Kong   Canada
Chung Shui Ming, Timpson   Independent Non-executive Director   Independent Non-executive Director of CEL   46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong   People’s Republic of China

 

Page 17


* Everbright Securities Company Limited is a securities firm with its business address at 1508 Xin Zha Road, Jingan District, Shanghai, 200040, the People’s Republic of China.
** Pacific Eagle Asset Management Limited is an asset management company with its business address at 21/F., AON China Building, 29 Queen’s Road, Central, Hong Kong.
*** Hong Kong Baptist University is a publicly funded tertiary institution in Hong Kong.

 

Page 18


SCHEDULE A

 

EXECUTIVE OFFICERS AND DIRECTORS

OF

CHINA EVERBRIGHT INVESTMENT MANAGEMENT LIMITED

The name, title, present principal employment, business address and citizenship of each director and executive officer of CEIM are set forth below. As of the date of this Amendment, CEIM has no executive officer.

 

Name

 

Title

 

Present Principal Employment

 

Business Address

 

Citizenship

Tang Chi Chun   Director   Chief Financial Officer of CEL   46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong   United Kingdom
Chen Shuang   Director   Chief Executive Officer of CEL   46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong   People’s Republic of China
Tsang Sui Cheong, Frederick   Director   Chief Risk Officer of CEL   46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong   People’s Republic of China

 

Page 19


SCHEDULE A

 

EXECUTIVE OFFICERS AND DIRECTORS

OF

WINDSOR VENTURE LIMITED

The name, title, present principal employment, business address and citizenship of each director of Windsor are set forth below. As of the date of this Amendment, Windsor has no executive officer.

 

Name

 

Title

 

Present Principal Employment

 

Business Address

 

Citizenship

Chen Shuang   Director   Chief Executive Officer of CEL   46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong   People’s Republic of China
Tang Chi Chun   Director   Chief Financial Officer of CEL   46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong   United Kingdom

 

Page 20


SCHEDULE A

 

EXECUTIVE OFFICERS AND DIRECTORS

OF

FOREBRIGHT PARTNERS LIMITED

The name, title, present principal employment, business address and citizenship of each director of Forebright Partners are set forth below. As of the date of this Amendment, Forebright Partners has no executive officer.

 

Name

 

Title

 

Present Principal Employment

 

Business Address

 

Citizenship

He Ling   Director   Chairman of Forebright Capital Management Limited (“FCML”)*   Unit 503, 5/F., Tower 2 Lippo Centre, 89 Queensway, Admiralty, Hong Kong   People’s Republic of China
Ip Kun Wan   Director   Chief Operating Officer of FCML   Unit 503, 5/F., Tower 2 Lippo Centre, 89 Queensway, Admiralty, Hong Kong   Australia
Liu Cheng   Director   Chief Executive Officer of FCML   Unit 503, 5/F., Tower 2 Lippo Centre, 89 Queensway, Admiralty, Hong Kong   People’s Republic of China

 

* FCML is a company incorporated under the laws of Hong Kong. Its business address is Unit 503, 5/F., Tower 3 Lippo Centre, 89 Queensway, Admiralty, Hong Kong. The principal business of FCML is providing investment advisory services.

 

Page 21


SCHEDULE A

 

EXECUTIVE OFFICERS AND DIRECTORS

OF

CSOF III GP LIMITED

The name, title, present principal employment, business address and citizenship of each director of CSOF III GP are set forth below. As of the date of this Amendment, CSOF III GP has no executive officer.

 

Name

 

Title

 

Present Principal Employment

 

Business Address

 

Citizenship

He Ling   Director   Chairman of FCML   Unit 503, 5/F., Tower 2 Lippo Centre, 89 Queensway, Admiralty, Hong Kong   People’s Republic of China
Pearce James Griffith   Director   Employee of HF Fund Services Limited*   45 Market Street, Gardenia Court, Camana Bay, P.O. Box 242 Grand Cayman, KY1-1104 Cayman Islands   Ireland
Ip Kun Wan   Director   Chief Executive Officer of FCML   Unit 503, 5/F., Tower 2 Lippo Centre, 89 Queensway, Admiralty, Hong Kong   Australia

 

* HF Fund Services Limited is a Cayman Islands-based company licensed in the Cayman Islands to provide independent directors to alternative investment funds and investment management companies, with its business address at 45 Market Street, Gardenia Court, Camana Bay, P.O. Box 242 Grand Cayman, KY1-1104 Cayman Islands.

 

Page 22


SCHEDULE A

 

EXECUTIVE OFFICERS AND DIRECTORS

OF

FOREBRIGHT ADVISORS LIMITED

The name, title, present principal employment, business address and citizenship of each director of Forebright Advisors are set forth below. As of the date of this Amendment, Forebright Advisors has no executive officer.

 

Name

 

Title

 

Present Principal Employment

 

Business Address

 

Citizenship

Lu Feng   Director   Investment Director of FCML   Unit 503, 5/F., Tower 2 Lippo Centre, 89 Queensway, Admiralty, Hong Kong   People’s Republic of China
Liu Cheng   Director   Chief Executive Officer of FCML   Unit 503, 5/F., Tower 2 Lippo Centre, 89 Queensway, Admiralty, Hong Kong   People’s Republic of China
Ip Kun Wan   Director   Chief Operating Officer of FCML   Unit 503, 5/F., Tower 2 Lippo Centre, 89 Queensway, Admiralty, Hong Kong   Australia

 

Page 23


SCHEDULE A

 

EXECUTIVE OFFICERS AND DIRECTORS

OF

CHINA SPECIAL OPPORTUNITIES FUND III, L.P.

As of the date of this Amendment, CSOF III has no executive officer or director.

 

Page 24


SCHEDULE A

 

EXECUTIVE OFFICERS AND DIRECTORS

OF

ACCURATE GLOBAL LIMITED

The name, title, present principal employment, business address and citizenship of each director of Accurate Global are set forth below. As of the date of this Amendment, Accurate Global has no executive officer.

 

Name

 

Title

 

Present Principal Employment

 

Business Address

 

Citizenship

Liu Cheng   Director   Chief Executive Officer of FCML   Unit 503, 5/F., Tower 2 Lippo Centre, 89 Queensway, Admiralty, Hong Kong   People’s Republic of China
Ip Kun Wan   Director   Chief Operating Officer of FCML   Unit 503, 5/F., Tower 2 Lippo Centre, 89 Queensway, Admiralty, Hong Kong   Australia

 

Page 25


SCHEDULE A

 

EXECUTIVE OFFICERS AND DIRECTORS

OF

ADVANCED ORIENT LIMITED

The name, title, present principal employment, business address and citizenship of each director of Advanced Orient are set forth below. As of the date of this Amendment, Advanced Orient has no executive officer.

 

Name

 

Title

 

Present Principal Employment

 

Business Address

 

Citizenship

Chen Shuang   Director   Chief Executive Officer of CEL   46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong   People’s Republic of China
Tang Chi Chun   Director   Chief Financial Officer of CEL   46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong   United Kingdom
Tsang Sui Cheong, Frederick   Director   Chief Risk Officer of CEL   46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong   People’s Republic of China

 

Page 26


SCHEDULE A

 

EXECUTIVE OFFICERS AND DIRECTORS

OF

CHINA EVERBRIGHT GP LIMITED

The name, title, present principal employment, business address and citizenship of each director of CE GP are set forth below. As of the date of this Amendment, CE GP has no executive officer.

 

Name

 

Title

 

Present Principal Employment

 

Business Address

 

Citizenship

Chen Shuang   Director   Chief Executive Officer of CEL   46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong   People’s Republic of China
Tang Chi Chun   Director   Chief Financial Officer of CEL   46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong   United Kingdom
Tsang Sui Cheong, Frederick   Director   Chief Risk Officer of CEL   46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong   People’s Republic of China

 

Page 27


SCHEDULE A

 

EXECUTIVE OFFICERS AND DIRECTORS

OF

CHINA FOREBRIGHT INVESTMENT MANAGEMENT LIMITED

The name, title, present principal employment, business address and citizenship of each director of CFIM are set forth below. As of the date of this Amendment, CFIM has no executive officer.

 

Name

 

Title

 

Present Principal Employment

 

Business Address

 

Citizenship

Liu Cheng   Director   Chief Executive Officer of FCML   Unit 503, 5/F., Tower 2 Lippo Centre, 89 Queensway, Admiralty, Hong Kong   People’s Republic of China
Ip Kun Wan   Director   Chief Operating Officer of FCML   Unit 503, 5/F., Tower 2 Lippo Centre, 89 Queensway, Admiralty, Hong Kong   Australia
He Ling   Director   Chairman of FCML   Unit 503, 5/F., Tower 2 Lippo Centre, 89 Queensway, Admiralty, Hong Kong   People’s Republic of China

 

Page 28


SCHEDULE A

 

EXECUTIVE OFFICERS AND DIRECTORS

OF

CHINA SPECIAL OPPORTUNITIES FUND, L.P.

As of the date of this Amendment, CSOF has no executive officer or director.

 

Page 29


SCHEDULE A

 

EXECUTIVE OFFICERS AND DIRECTORS

OF

CSOF TECHNOLOGY INVESTMENTS LIMITED

The name, title, present principal employment, business address and citizenship of each director of CSOF Technology Investments are set forth below. As of the date of this Amendment, CSOF Technology Investments has no executive officer.

 

Name

 

Title

 

Present Principal Employment

 

Business Address

 

Citizenship

Ip Kun Wan   Director   Chief Operating Officer of FCML   Unit 503, 5/F., Tower 2 Lippo Centre, 89 Queensway, Admiralty, Hong Kong   Australia
Tang Chi Chun   Director   Chief Financial Officer of CEL   46th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong   United Kingdom

 

Page 30


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: August 29, 2014

 

China Everbright Limited
By:  

/s/ Tang Chi Chun

  Name:   Tang Chi Chun
  Title:   Authorized Signatory
China Everbright Investment Management Limited
By:  

/s/ Tang Chi Chun

  Name:   Tang Chi Chun
  Title:   Authorized Signatory
Windsor Venture Limited
By:  

/s/ Tang Chi Chun

  Name:   Tang Chi Chun
  Title:   Authorized Signatory
Forebright Partners Limited
By:  

/s/ Ip Kun Wan

  Name:   Ip Kun Wan
  Title:   Authorized Signatory

 

Signature page


CSOF III GP Limited
By:  

/s/ Ip Kun Wan

  Name:   Ip Kun Wan
  Title:   Authorized Signatory
Forebright Advisors Limited
By:  

/s/ Ip Kun Wan

  Name:   Ip Kun Wan
  Title:   Authorized Signatory
China Special Opportunities Fund III, L.P.
By CSOF III GP Limited, its general partner
By:  

/s/ Ip Kun Wan

  Name:   Ip Kun Wan
  Title:   Authorized Signatory
Accurate Global Limited
By:  

/s/ Ip Kun Wan

  Name:   Ip Kun Wan
  Title:   Authorized Signatory
Advanced Orient Limited
By:  

/s/ Tang Chi Chun

  Name:   Tang Chi Chun
  Title:   Authorized Signatory

 

Signature page


China Everbright GP Limited
By:  

/s/ Tang Chi Chun

  Name:   Tang Chi Chun
  Title:   Authorized Signatory
China Forebright Investment Management Limited
By:  

/s/ Ip Kun Wan

  Name:   Ip Kun Wan
  Title:   Authorized Signatory
China Special Opportunities Fund, L.P.
By China Everbright GP Limited, its general partner
By:  

/s/ Tang Chi Chun

  Name:   Tang Chi Chun
  Title:   Authorized Signatory
CSOF Technology Investments Limited
By:  

/s/ Ip Kun Wan

  Name:   Ip Kun Wan
  Title:   Authorized Signatory

 

Signature page