UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

Under Securities Exchange Act of 1934
(Amendment No. 2)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(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 that 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 o.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7(b) 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.

 

** Not for trading, but only in connection with the registration of American Depositary Shares each representing 1/2 Class A Common Share.

 

*** This CUSIP applies to the American Depositary Shares, each representing 1/2 Class A Common Share.

 

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 (the “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  Consists of (i) 526,721 Class A Common Shares held by Time Intelligent Finance Limited; (ii) 805,100 Class C Common Shares held by Time Intelligent Finance Limited; (iii) 2,892,550 Class A Common Shares held by ShanghaiMed, Inc., which is wholly owned by Time Intelligent Finance Limited; and (iv) 150,000 Class A Common Shares issuable upon exercise of options held by ShanghaiMed, Inc. within 60 days of the date of this Amendment No. 2.

 

The rights of the holders of Class A and Class C Common Shares are identical, except with respect to voting and conversion rights. Each Class A Common Share will be entitled to one vote per share. Each Class C Common Share will be entitled to 15 votes per share and is convertible at any time into one Class A Common Share.

 

2  Percentage calculated based on 32,827,140 Class A Common Shares and 805,100 Class C Common Shares outstanding as of June 30, 2015 as disclosed in Issuer’s annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 27, 2015, and 150,000 Class A Common Shares issuable upon exercise of options held by ShanghaiMed, Inc. within 60 days of the date of this Amendment No. 2.

 

2

 

 

1  Consists of (i) 526,721 Class A Common Shares held by Time Intelligent Finance Limited; (ii) 805,100 Class C Common Shares held by Time Intelligent Finance Limited; (iii) 2,892,550 Class A Common Shares held by ShanghaiMed, Inc.; and (iv) 150,000 Class A Common Shares issuable upon exercise of options held by ShanghaiMed, Inc. within 60 days of the date of this Amendment No. 2. As Time Intelligent Finance Limited is wholly owned by Time Evergreen Company Limited, which in turn is wholly owned by TMF (Cayman) Ltd. as trustee of Zhang’s Family Trust with Mr. Ligang Zhang as settlor, Time Intelligent Finance Limited shares the voting and dispositive power of such 4,374,371 Common Shares with Time Evergreen Company Limited and TMF (Cayman) Ltd.

 

2  Percentage calculated based on 32,827,140 Class A Common Shares and 805,100 Class C Common Shares outstanding as of June 30, 2015 as disclosed in Issuer’s annual report on Form 20-F filed with the SEC on July 27, 2015, and 150,000 Class A Common Shares issuable upon exercise of options held by ShanghaiMed, Inc. within 60 days of the date of this Amendment No. 2.

 

3

 

 

1  Consists of (i) 2,892,550 Class A Common Shares held by ShanghaiMed, Inc.; and (ii) 150,000 Class A Common Shares issuable upon exercise of options held by ShanghaiMed, Inc. within 60 days of the date of this Amendment No. 2. As ShanghaiMed, Inc. is wholly owned by Time Intelligent Finance Limited, it shares the voting and dispositive power of such 3,042,550 Common Shares with Time Intelligent Finance Limited, Time Evergreen Company Limited and TMF (Cayman) Ltd.

 

2  Percentage calculated based on 32,827,140 Class A Common Shares and 805,100 Class C Common Shares outstanding as of June 30, 2015 as disclosed in Issuer’s annual report on Form 20-F filed with the SEC on July 27, 2015, and 150,000 Class A Common Shares issuable upon exercise of options held by ShanghaiMed, Inc. within 60 days of the date of this Amendment No. 2.

 

4

 

 

1  Consists of (i) 526,721 Class A Common Shares held by Time Intelligent Finance Limited; (ii) 805,100 Class C Common Shares held by Time Intelligent Finance Limited; (iii) 2,892,550 Class A Common Shares held by ShanghaiMed, Inc.; and (iv) 150,000 Class A Common Shares issuable upon exercise of options held by ShanghaiMed, Inc. within 60 days of the date of this Amendment No. 2. TMF (Cayman) Ltd. is the trustee of Zhang’s Family Trust with Mr. Ligang Zhang as settlor. As TMF (Cayman) Ltd. holds all of the equity interests in Time Evergreen Company Limited which in turn holds all of the equity interests in Time Intelligent Finance Limited, TMF (Cayman) Ltd. shares the voting and dispositive power of such 4,374,371 Common Shares with Time Evergreen Company Limited and Time Intelligent Finance Limited.

 

2  Percentage calculated based on 32,827,140 Class A Common Shares and 805,100 Class C Common Shares outstanding as of June 30, 2015 as disclosed in Issuer’s annual report on Form 20-F filed with the SEC on July 27, 2015, and 150,000 Class A Common Shares issuable upon exercise of options held by ShanghaiMed, Inc. within 60 days of the date of this Amendment No. 2.

 

5

 

 

1  Consists of (i) 526,721 Class A Common Shares held by Time Intelligent Finance Limited; (ii) 805,100 Class C Common Shares held by Time Intelligent Finance Limited; (iii) 2,892,550 Class A Common Shares held by ShanghaiMed, Inc.; and (iv) 150,000 Class A Common Shares issuable to ShanghaiMed, Inc. upon its exercise of options within 60 days of the date of this Amendment No. 2. As Time Evergreen Company Limited holds all of the equity interests in Time Intelligent Finance Limited and is wholly owned by TMF (Cayman) Ltd. as trustee of Zhang’s Family Trust with Mr. Ligang Zhang as settlor, Time Evergreen Company shares the voting and dispositive power of such 4,374,371 Common Shares with Time Intelligent Finance Limited and TMF (Cayman) Ltd.

 

2  Percentage calculated based on 32,827,140 Class A Common Shares and 805,100 Class C Common Shares outstanding as of June 30, 2015 as disclosed in Issuer’s annual report on Form 20-F filed with the SEC on July 27, 2015, and 150,000 Class A Common Shares issuable upon exercise of options held by ShanghaiMed, Inc. within 60 days of the date of this Amendment No. 2.

 

6

 

Introductory Note

 

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the previous Schedule 13D filed by the Reporting Persons with the SEC on September 9, 2015 (as amended by Amendment No. 1 filed with the SEC on January 5, 2016, the “Original Schedule 13D”). 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 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

 

As described in Item 4 below, Mr. Ligang Zhang, Time Intelligent and ShanghaiMed withdrew from the Consortium and ceased to be members of the Consortium effective as of June 7, 2016.

 

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:

 

On February 3, 2016, Ontario Teachers’ Pension Plan Board withdrew from the Consortium pursuant to Section 5.1 of the Amended Consortium Agreement.

 

On June 7, 2016, Mr. Ligang Zhang, Time Intelligent and ShanghaiMed delivered a notice (the “Consortium Withdrawal Notice”) to the other members of the Consortium and withdrew from the Consortium.

 

On June 7, 2016, Mr. Ligang Zhang, Time Intelligent and ShanghaiMed delivered a notice (the “Proposal Withdrawal Notice”) to the special committee of the board of directors of the Issuer which notified the Issuer that such parties had determined to withdraw the Proposal. The withdrawal of the Proposal became effective on June 7, 2016.

 

The descriptions of the Consortium Withdrawal Notice and the Proposal Withdrawal Notice in this Item 4 are qualified in their entirety by reference to the complete text of the Consortium Withdrawal Notice and the Proposal Withdrawal Notice, which have been filed as Exhibit 7.5 and Exhibit 7.6 to this Amendment No. 2 and are incorporated by reference in their entirety into this Item 4.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

 

The Consortium Withdrawal Notice and the Proposal Withdrawal Notice, which have been filed as Exhibit 7.5 and Exhibit 7.6 to this Amendment No. 2, respectively, are incorporated herein by reference in their entirety.

 

Item 7. Material to be Filed as Exhibits.

 

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

 

Exhibit 7.5:  Consortium Withdrawal Notice, dated June 7, 2016, executed by Mr. Ligang Zhang, Time Intelligent and ShanghaiMed.

 

Exhibit 7.6:  Proposal Withdrawal Notice, dated June 7, 2016, executed by Mr. Ligang Zhang, Time Intelligent and ShanghaiMed.

 

* * * * *

 

7

 

SIGNATURE

 

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.

 

Date: June 7, 2016

 

	LIGANG ZHANG
	By:	/s/ LIGANG ZHANG
		Name: Ligang Zhang
	TIME INTELLIGENT FINANCE LIMITED
	By:	/s/ LIGANG ZHANG
		Name: Ligang Zhang
		Title: Director
	SHANGHAIMED, INC.
	By:	/s/ LIGANG ZHANG
		Name: Ligang Zhang
		Title: Director
	TMF (CAYMAN) LTD.
	By:	/s/ WOO PUI MAN / YEU CHI FAI
		Name: Woo Pui Man / Yeu Chi Fai
		Title: Authorized Signatories
	TIME EVERGREEN COMPANY LIMITED
	By:	/s/ S.B. Vanwall Ltd.
		Name: S.B. Vanwall Ltd.
		Title: Director

 

8

Exhibit 7.5

 

June 7, 2016

 

FV Investment Holdings

190 Elgin Avenue,

George Town,

Grand Cayman KY1-9005

Cayman Islands

Attention: TANG Kui

 

with a copy to:

 

Suite 705-708 ICBC Tower

3 Garden Road

Central, Hong Kong

Attention: Wei Cai / Eric Chen / Brian Lee

 

Alibaba Investment Limited

c/o Alibaba Group Services Limited,

26/F, Tower One, Times Square,

1 Matheson Street, Causeway Bay,

Hong Kong

Attention: Timothy A. Steinert

 

China Life Investment Holding Company Limited

12/F Tower B, China Life Plaza,

12 Financial Street, Xicheng District

Beijing 100033, China

 

New China Capital International Management Limited

c/o Campbells Corporate Services Limited

Floor 4, Willow House, Cricket Square

P.O. Box 268

George Town Grand Cayman KY1-1104

Cayman Islands

Attention: An Hongjun

 

with a copy to:

 

Suite 1901, CCB Tower,

No. 3 Connaught Road Central

Hong Kong

Attention: David Shen

 

LTW Capital Jaguar Investment Ltd.

c/o Walkers Corporate Limited

Cayman Corporate Centre, 27 Hospital Road, George Town

Grand Cayman KY1-9008, Cayman Islands

 

 

with a copy to:

 

12/F, Tower A, Ping An International Finance Center

No. 1-3 Xinyuan South Road, Chaoyang District

Beijing, 100027, People’s Republic of China

Attention: Daniel Chen / Wei Zhang

 

(Tianjin Legend Capital Yunpeng Partnership (Limited Partnership))

Legend Capital, 16F, Tower B, Raycom Infotech Park

No. 2 Kexueyuan South Road, Zhongguancun

Haidian District, Beijing 100190, China

Attention: Hongbin Zhou

 

Dear Sirs,

 

Reference is made to the Amended and Restated Consortium Agreement (the “Consortium Agreement”), dated as of January 5, 2016, by and among each of you and the undersigned. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them under the Consortium Agreement.

 

By delivering this written notice, each of the undersigned hereby ceases its participation in the Transaction and withdraws from the Consortium pursuant to Section 5.1 of the Consortium Agreement effective as of the date hereof.

 

[Signature Page Follows]

 

 

	Sincerely,
	Ligang Zhang
	/s/ Ligang Zhang
	Time Intelligent Finance Limited
	By:	/s/ Ligang Zhang
		Name: Ligang Zhang
		Title: Director
	ShanghaiMed, Inc.
	By:	/s/ Ligang Zhang
		Name: Ligang Zhang
		Title: Director

 

Signature Page to Consortium Withdrawal Notice

 

Exhibit 7.6

 

June 7, 2016

 

Special Committee of the Board of Directors

iKang Healthcare Group, Inc.

B-6F, Shimao Tower

92A Jianguo Road

Chaoyang District, Beijing 100022

People’s Republic of China

 

Dear Members of the Special Committee,

 

We refer to our preliminary non-binding proposal (the “Proposal”) to the board of directors of iKang Healthcare Group, Inc. (the “Company”), dated August 31, 2015, to acquire the Company pursuant to the terms of the Proposal. Each of the undersigned has determined to cease its participation in the transactions contemplated by the Proposal and withdraw its Proposal for the Company. We hereby notify the Company of such withdrawal effective as of the date hereof.

 

[Signature Page Follows]

 

 

	Sincerely,
	Ligang Zhang
	/s/ Ligang Zhang
	Time Intelligent Finance Limited
	By:	/s/ Ligang Zhang
		Name: Ligang Zhang
		Title: Director
	ShanghaiMed, Inc.
	By:	/s/ Ligang Zhang
		Name: Ligang Zhang
		Title: Director

 

Signature Page to Proposal Withdrawal Notice