Activist shareholders continue to be closely-monitored and imitated by investors given their ability to affect positive change at companies. Whether it be by pressuring companies to set loose underperforming divisions, pushing for change on the company’s board, or advocating for more of the company’s profits to be distributed to shareholders in the form of share buybacks and/or dividend payments, activist investors know how to move the needle in the right direction. Embedded below and on the following pages is the latest 13D activist filing issued by Greenwoods Asset Management, in relation to its position iniDreamSky Technology Ltd (ADR) (NASDAQ:DSKY). Check it out to see the investor’s latest ownership stake in the stock and possible hints as to what they are doing or plan to do to strengthen the value of their investment.
You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Greenwoods China Alpha Master Fund | 0 | 1.0% | ||||
Greenwoods Asset Management Limited | 0 | 1.0% | ||||
Greenwoods Asset Management Holdings Limited | 0 | 1.0% | ||||
Unique Element Corp | 0 | 1.0% | ||||
Jinzhi Jiang | 0 | 1.0% |
Page 1 of 14 SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d–1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d–2(a)
Under the Securities Exchange Act of 1934
iDreamSky
Technology Limited
(Name of Issuer)
Class A ordinary shares, par value US$0.0001 per share
(Title of Class of Securities)
45173K101**
(CUSIP
Number)
Greenwoods Asset Management Limited
Cricket Square, Hutchins Drive, P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands, British West Indies
+86 21 20830300
With
a copy to:
David T. Zhang
Jesse Sheley
Kirkland
& Ellis
26th Floor, Gloucester Tower
The Landmark
15
Queen’s Road, Central
Hong Kong
(852) 3761 3300
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 31, 2015
(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 §§240.13d–1(e), 240.13d–1(f) or 240.13d–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 §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. |
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, as amended (the “Exchange 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).
** | This CUSIP number applies to the American Depositary Shares, each representing four Class A ordinary shares, par value $0.0001 per share. |
Page 2 of 14 SEC Filing
13D
CUSIP No. 45173K101 | Page 2 of 14 Pages |
1 | Names of Greenwoods China Alpha Master Fund | |||||
2 | Check the appropriate box if a member (a) ¨ (b) x | |||||
3 | SEC use only | |||||
4 | Source of funds OO | |||||
5 | Check if disclosure of legal | |||||
6 | Citizenship or place of Cayman Islands | |||||
Number of shares beneficially owned by each reporting person with | 7 | Sole voting power 1,881,968 Class A ordinary shares (1) | ||||
8 | Shared voting power 0 | |||||
9 | Sole dispositive power 1,881,968 Class A ordinary shares (1) | |||||
10 | Shared dispositive power 0 | |||||
11 | Aggregate amount beneficially owned by each reporting person 1,881,968 Class A ordinary shares (1) | |||||
12 | Check if the aggregate amount in Row | |||||
13 | Percent of class represented by amount 1.0% | |||||
14 | Type of reporting person PN |
(1) | Held in the form of American Depositary Shares (the “ADSs”), each ADS representing four Class A ordinary shares. |
(2) | As a percentage of the aggregate of 102,847,471 issued and outstanding Class A ordinary shares (excluding treasury shares and Class A shares deposited with the depositary and reserved for issuance upon exercise of outstanding options and vesting of restricted shares) and 81,446,120 issued and outstanding Class B ordinary shares as of December 31, 2015, as disclosed by the Issuer (as defined below). Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. The voting power of the ordinary shares beneficially owned by the reporting person represents 0.2% of total outstanding voting power of all Class A and Class B ordinary shares. |
Page 3 of 14 SEC Filing
13D
CUSIP No. 45173K101 | Page 3 of 14 Pages |
1 | Names of Greenwoods Asset Management Limited | |||||
2 | Check the appropriate box if a member (a) ¨ (b) x | |||||
3 | SEC use only | |||||
4 | Source of funds OO | |||||
5 | Check if disclosure of legal | |||||
6 | Citizenship or place of Cayman Islands | |||||
Number of shares beneficially owned by each reporting person with | 7 | Sole voting power 1,881,968 Class A ordinary shares (1) | ||||
8 | Shared voting power 0 | |||||
9 | Sole dispositive power 1,881,968 Class A ordinary shares (1) | |||||
10 | Shared dispositive power 0 | |||||
11 | Aggregate amount beneficially owned by each reporting person 1,881,968 Class A ordinary shares (1) | |||||
12 | Check if the aggregate amount in Row | |||||
13 | Percent of class represented by amount 1.0% | |||||
14 | Type of reporting person IA |
(1) | Held in the form of ADSs, each ADS representing four Class A ordinary shares. |
(2) | As a percentage of the aggregate of 102,847,471 issued and outstanding Class A ordinary shares (excluding treasury shares and Class A shares deposited with the depositary and reserved for issuance upon exercise of outstanding options and vesting of restricted shares) and 81,446,120 issued and outstanding Class B ordinary shares as of December 31, 2015, as disclosed by the Issuer (as defined below). Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. The voting power of the ordinary shares beneficially owned by the reporting person represents 0.2% of total outstanding voting power of all Class A and Class B ordinary shares. |
Page 4 of 14 SEC Filing
13D
CUSIP No. 45173K101 | Page 4 of 14 Pages |
1 | Names of Greenwoods Asset Management Holdings Limited | |||||
2 | Check the appropriate box if a member (a) ¨ (b) x | |||||
3 | SEC use only | |||||
4 | Source of funds OO | |||||
5 | Check if disclosure of legal | |||||
6 | Citizenship or place of British Virgin Islands | |||||
Number of shares beneficially owned by each reporting person with | 7 | Sole voting power 1,881,968 Class A ordinary shares (1) | ||||
8 | Shared voting power 0 | |||||
9 | Sole dispositive power 1,881,968 Class A ordinary shares (1) | |||||
10 | Shared dispositive power 0 | |||||
11 | Aggregate amount beneficially owned by each reporting person 1,881,968 Class A ordinary shares (1) | |||||
12 | Check if the aggregate amount in Row | |||||
13 | Percent of class represented by amount 1.0% | |||||
14 | Type of reporting person HC |
(1) | Held in the form of ADSs, each ADS representing four Class A ordinary shares. |
(2) | As a percentage of the aggregate of 102,847,471 issued and outstanding Class A ordinary shares (excluding treasury shares and Class A shares deposited with the depositary and reserved for issuance upon exercise of outstanding options and vesting of restricted shares) and 81,446,120 issued and outstanding Class B ordinary shares as of December 31, 2015, as disclosed by the Issuer (as defined below). Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. The voting power of the ordinary shares beneficially owned by the reporting person represents 0.2% of total outstanding voting power of all Class A and Class B ordinary shares. |
Page 5 of 14 SEC Filing
13D
CUSIP No. 45173K101 | Page 5 of 14 Pages |
1 | Names of Unique Element Corp | |||||
2 | Check the appropriate box if a member (a) ¨ (b) x | |||||
3 | SEC use only | |||||
4 | Source of funds OO | |||||
5 | Check if disclosure of legal | |||||
6 | Citizenship or place of British Virgin Islands | |||||
Number of shares beneficially owned by each reporting person with | 7 | Sole voting power 1,881,968 Class A ordinary shares (1) | ||||
8 | Shared voting power 0 | |||||
9 | Sole dispositive power 1,881,968 Class A ordinary shares (1) | |||||
10 | Shared dispositive power 0 | |||||
11 | Aggregate amount beneficially owned by each reporting person 1,881,968 Class A ordinary shares (1) | |||||
12 | Check if the aggregate amount in Row | |||||
13 | Percent of class represented by amount 1.0% | |||||
14 | Type of reporting person HC |
(1) | Held in the form of ADSs, each ADS representing four Class A ordinary shares. |
(2) | As a percentage of the aggregate of 102,847,471 issued and outstanding Class A ordinary shares (excluding treasury shares and Class A shares deposited with the depositary and reserved for issuance upon exercise of outstanding options and vesting of restricted shares) and 81,446,120 issued and outstanding Class B ordinary shares as of December 31, 2015, as disclosed by the Issuer (as defined below). Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. The voting power of the ordinary shares beneficially owned by the reporting person represents 0.2% of total outstanding voting power of all Class A and Class B ordinary shares. |
Page 6 of 14 SEC Filing
13D
CUSIP No. 45173K101 | Page 6 of 14 Pages |
1 | Names of Jinzhi Jiang | |||||
2 | Check the appropriate box if a member (a) ¨ (b) x | |||||
3 | SEC use only | |||||
4 | Source of funds OO | |||||
5 | Check if disclosure of legal | |||||
6 | Citizenship or place of People’s Republic of China | |||||
Number of shares beneficially owned by each reporting person with | 7 | Sole voting power 1,881,968 Class A ordinary shares (1) | ||||
8 | Shared voting power 0 | |||||
9 | Sole dispositive power 1,881,968 Class A ordinary shares (1) | |||||
10 | Shared dispositive power 0 | |||||
11 | Aggregate amount beneficially owned by each reporting person 1,881,968 Class A ordinary shares (1) | |||||
12 | Check if the aggregate amount in Row | |||||
13 | Percent of class represented by amount 1.0% | |||||
14 | Type of reporting person HC/IN |
(1) | Held in the form of ADSs, each ADS representing four Class A ordinary shares. |
(2) | As a percentage of the aggregate of 102,847,471 issued and outstanding Class A ordinary shares (excluding treasury shares and Class A shares deposited with the depositary and reserved for issuance upon exercise of outstanding options and vesting of restricted shares) and 81,446,120 issued and outstanding Class B ordinary shares as of December 31, 2015, as disclosed by the Issuer (as defined below). Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. The voting power of the ordinary shares beneficially owned by the reporting person represents 0.2% of total outstanding voting power of all Class A and Class B ordinary shares. |
Page 7 of 14 SEC Filing
13D
CUSIP No. 45173K101 | Page 7 of 14 Pages |
Preamble
This Statement on Schedule 13D (this “Schedule 13D”) relates to Class A ordinary shares of iDreamSky Technology Limited, a Cayman Islands
company (the “Issuer”), and is being filed by Greenwoods China Alpha Master Fund, Greenwoods Asset Management Limited, Greenwoods Asset Management Holdings Limited, Unique Element Corp and Jinzhi Jiang as a result of the events described
in Item 4 below.
Item 1. | Security and Issuer. |
The title and class of equity securities to which this Schedule 13D relates are
the Class A ordinary shares (“Class A Shares”) (together with Class B ordinary shares, par value US$0.0001 per share (Class B Shares”), the “Ordinary Shares”), par value US$0.0001 per share, of the Issuer. The address
of the principal executive offices of the Issuer is 16/F, A3 Building, Kexing Science Park, 15 Keyuan Road North, Nanshan District, Shenzhen, Guangdong, 518057, the People’s Republic of China.
The rights of the holders of Class A Shares and Class B Shares are identical, except with respect to conversion rights and voting rights. Each Class B
Share is convertible at the option of the holder into one Class A Share. Each Class B Shares is entitled to ten votes, whereas each Class A Share is entitled to one vote.
The Issuer’s American Depositary Shares (the “ADSs”), evidenced by American Depositary Receipts, each representing four Class A Shares,
are listed on the NASDAQ Global Select Market under the symbol “DSKY.”
Item 2. | Identity and Background. |
(a) – (c), (f) This Statement is being filed by Greenwoods China Alpha
Master Fund, Greenwoods Asset Management Limited, Greenwoods Asset Management Holdings Limited, Unique Element Corp and Jinzhi Jiang. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting
Persons.”
Greenwoods China Alpha Master Fund is a limited partnership registered under the laws of Cayman Islands. The principal business of
Greenwoods China Alpha Master Fund is investment management and its business address is 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands.
Greenwoods Asset Management Limited, the manager of Greenwoods China Alpha Master Fund, is an exempted Cayman Islands company. The principal business of
Greenwoods Asset Management Limited is investment management and its business address is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111 Cayman Islands, British West Indies. Mr. Jinzhi Jiang is the CEO and CIO of Greenwoods
Asset Management Limited.
Greenwoods Asset Management Limited is wholly owned by Greenwoods Asset Management Holdings Limited. Greenwoods Asset
Management Holdings Limited is a British Virgin Islands company. The principal business of Greenwoods Asset Management Holdings Limited is investment holdings as a holding company and its business address is Sea Meadow House, Blackburne Highway,
Road Town, Tortola, British Virgin Islands.
Greenwoods Asset Management Holdings Limited is 81% owned by Unique Element Corp, 11% owned by Private Legend
Limited and 8% owned by Treasure Manley Limited. Unique Element Corp is a British Virgin Islands company. The principal business of Unique Element Corp is investment holdings as a holding company and its business address is Sea Meadow House,
Blackburne Highway, Road Town, Tortola, British Virgin Islands.
Mr. Jinzhi Jiang is the CEO and CIO of Greenwoods Asset Management Limited and the
sole beneficial owner of Unique Element Corp. His business address is 27/F, 1155 Fangdian Road, Kerry Parkside Office, Shanghai, the People’s Republic of China 201204.
(d) – (e) During the last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Page 8 of 14 SEC Filing
13D
CUSIP No. 45173K101 | Page 8 of 14 Pages |
The Reporting Persons entered into a Joint Filing Agreement on January 20, 2016 (the “Joint Filing
Agreement”), pursuant to which they have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act. A copy of the Joint Filing Agreement is attached hereto as
Exhibit 99.1.
Item 3. | Source and Amount of Funds or Other Consideration. |
It is anticipated that, at the price per ADS or per
Ordinary Share set forth in the Merger Agreement (as described in Item 4 below), approximately US$390.9 million will be expended in acquiring (i) all of the outstanding Ordinary Shares other than Rollover Securities (as defined in
Item 4 below), treasury shares and Class A Shares deposited with The Bank of New York Mellon and reserved for issuance upon exercise of outstanding options and vesting of restricted shares, and (ii) outstanding vested options in
connection with the Merger (as defined in Item 4 below).
It is anticipated that the funding for the Merger will be provided by a combination of debt
and equity financing. Equity financing will be provided by the Equity Investors (as defined in Item 4 below) pursuant to the terms of the Equity Commitment Letters (as defined in Item 4 below). Debt financing will be provided by Shanghai
Pudong Development Bank Co., Ltd., Shanghai Branch (the “Lender”) in the form of borrowings under certain credit facilities.
Item 4. | Purpose of Transaction. |
On December 31, 2015, the Issuer entered into an agreement and plan of
merger (the “Merger Agreement”) with Dream Investment Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), and Dream Merger Sub Limited, an exempted company
incorporated with limited liability under the laws of the Cayman Islands (“Merger Sub”).
Pursuant to the Merger Agreement, Merger Sub will be
merged with and into the Issuer (the “Merger”), with the Issuer surviving the Merger and becoming a wholly-owned subsidiary of Parent as a result of the Merger. At the effective time of the Merger (the “Effective Time”), each
Ordinary Share (including Ordinary Shares represented by ADSs) issued and outstanding immediately prior to the Effective Time, other than (a) Ordinary Shares owned by (or represented by ADSs which are owned by) Dream Technology Holdings
Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Holdco”), Parent, Merger Sub or the Issuer (as treasury shares, if any) or by any direct or indirect wholly-owned subsidiary of Holdco,
Parent, Merger Sub or the Issuer, (b) Ordinary Shares reserved (but not yet allocated) by the Issuer for settlement upon exercise or vesting of any options and restricted shares of the Issuer, (c) Ordinary Shares owned by shareholders who
have validly exercised and have not effectively withdrawn or lost their right to dissent from the Merger under the Companies Law of the Cayman Islands (the “Dissenting Shares”), and (d) Rollover Securities (as defined below)(Ordinary
Shares described under (a) through (d) above are collectively referred to herein as the “Excluded Shares”), will be cancelled and cease to exist in exchange for the right to receive US$3.50 in cash without interest. For the
avoidance of doubt, because each ADS represents four Class A Shares, each ADS that is issued and outstanding immediately prior to the Effective Time (other than ADSs that represent Excluded Shares) shall represent the right to surrender the ADS
in exchange for $14.00 in cash without interest. The Excluded Shares other than Dissenting Shares will be cancelled for no consideration. The Dissenting Shares will be cancelled for their fair value determined in accordance with the Companies Law of
the Cayman Islands. The Merger is subject to the approval of the Issuer’s shareholders and various other closing conditions.
Concurrently with the
execution of the Merger Agreement, Dream Data Services Limited, Shipshape Holdings Limited, DT01 Holding International Limited, THL A19 Limited, Prometheus Capital (International) Co, Ltd, Ultimate Lenovo Limited, Redpoint Associates IV, L.L.C.,
Redpoint Ventures IV, L.P., LC Fund V, L.P. and LC Parallel Fund V, L.P. (collectively, the “Supporting Security holders”) entered into a support agreement with Holdco and Parent (the “Support Agreement”), pursuant to which
(i) each of the Supporting Security holders has agreed to vote all Ordinary Shares held or to be held by it in favor of the authorization and approval of the Merger Agreement and the transactions contemplated thereby (the
“Transactions”), including the Merger, and (ii) each of Dream Data Services Limited, DT01 Holding International Limited, THL A19 Limited and Prometheus Capital (International) Co, Ltd (collectively, the “Rollover Security
holders”) has agreed to have all Ordinary Shares, options and/or restricted shares held or to be held by it (collectively, the “Rollover Securities”) cancelled for no consideration in connection with the Merger.
Page 9 of 14 SEC Filing
13D
CUSIP No. 45173K101 | Page 9 of 14 Pages |
Concurrently with the execution of the Merger Agreement, each of Michael Xiangyu Chen, Anfernee Song Guan,
Kingsun (Shanghai) Investment Co., Ltd.
, Beijing Junlianxinhai Private Equity Investment Partnership (Limited Partnership)
, Ruipu Lehua (Tianjin) Investment Center (Limited Partnership)
, Peking Pusi Investment Co., Ltd.
, V Capital Company Limited
, LT Prosperity (Tianjin) Asset Management Co., Ltd.
, Jiaxing Yaming Investment Partnership (Limited Partnership)
, Jiaxing Nuoxin Investment Partnership (Limited Partnership)
, Fortune Wisdom Venture Capital Co., Ltd.
, Newplus iDream Investment Partnership (Limited Partnership)
, Shanghai Super Star Venture Capital Partners (Limited Partnership)
, Guangxi Xi Hui He Ying Investment Management Partnership (Limited Partnership)
, Shanghai Greenwoods Asset Management Limited
, Shanghai Weiying Gefei Investment Management Ltd.
, Hengqin Dream Yongtai Equity Investment Enterprise (Limited Partnership)
and Hengqin Dream Ruitong Equity Investment Enterprise (Limited Partnership)
(collectively, the “Equity Investors”, together with the “Rollover Security holders”, collectively, the “Investors”) entered into an interim investors agreement with Holdco, Parent and
Merger Sub (the “Interim Investors Agreement”), which would govern, among other matters, the actions of Holdco, Parent and Merger Sub and the relationship among the Investors with respect to the Merger Agreement and the Transactions.
Concurrently with the execution of the Merger Agreement, each of the Equity Investors entered into an equity commitment letter (collectively, the “Equity
Commitment Letters”) with Holdco and Parent, pursuant to which such Equity Investor undertook to make certain equity contributions (such Equity Investor’s “Equity Commitment”) to Holdco and Parent the proceeds of which will be
used to fund the Transactions.
Concurrently with the execution of the Merger Agreement, each of the Equity Investors other than Hengqin Dream Yongtai
Equity Investment Enterprise (Limited Partnership)
entered into a limited guarantee (each a “Limited Guarantee”) with the Issuer to guarantee a portion of the Parent’s obligation to pay the Parent Termination Fee (as defined under the Merger
Agreement) and certain other payment obligations of Parent in relation to the financing for the Merger.
Prior to the execution of the Merger Agreement,
the Lender executed a debt commitment letter in favor of Merger Sub (the “Debt Commitment Letter”), pursuant to which the Lender has agreed, subject to the terms and conditions set forth therein, to make available to Merger Sub certain
credit facilities immediately prior to the closing of the Transactions.
References to each of the Merger Agreement, the Support Agreement, the Interim
Investors Agreement, the Equity Commitment Letters, the Limited Guarantees and the Debt Commitment Letter in this Schedule 13D are qualified in their entirety by reference to such above-mentioned documents, as applicable, which are attached hereto
as exhibits and incorporated herein by reference as if set forth in their entirety herein.
If the Merger is completed, the ADSs would be delisted from
the NASDAQ Global Select Market, and the Issuer’s obligation to file periodic reports under the Exchange Act, would terminate. In addition, consummation of the Transactions could result in one or more of the actions specified in clauses
(a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the board of directors of the Issuer (as the surviving
company in the Merger), and a change in the Issuer’s memorandum and articles of association to reflect that the Issuer would become a privately held company.
Item 5. | Interest in Securities of the Issuer. |
(a) – (b) The following disclosure assumes that there are
102,847,471 Class A Shares (excluding treasury shares and Class A Shares deposited with the depositary and reserved for issuance upon exercise of outstanding options and vesting of restricted shares) and 81,446,120 Class B Shares issued
and outstanding as of December 31, 2015, as disclosed by the Issuer.
Page 10 of 14 SEC Filing
13D
CUSIP No. 45173K101 | Page 10 of 14 Pages |
With respect to each of the Reporting Persons, the cover pages of this Schedule 13D are incorporated herein
by reference, as if set forth in their entirety. Each Reporting Person beneficially owns in the aggregate 1,881,968 Class A Shares (held in the form of ADSs), which represents approximately 1.0% of the total outstanding Ordinary Shares
(including Class A Shares represented by ADSs) and 0.2% of the voting power of the total outstanding Ordinary Shares (including Class A Shares represented by ADSs).
By virtue of their actions in respect of the Merger as described herein, the Reporting Persons may be deemed to constitute a “group” with the
Investors and/or their respective affiliates within the meaning of Rule 13d-5(b) under the Exchange Act. Except as otherwise stated herein, each Reporting Person expressly disclaims any beneficial ownership of such shares held by each other
Reporting Person.
(c) Except as set forth in Item 3 above and incorporated herein by reference, none of the Reporting Persons has effected any
transactions in the Ordinary Shares or ADSs during the 60 days preceding the filing of this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The
information set forth and/or incorporated by reference in Items 3, 4 and 7 is hereby incorporated by reference into this Item 6. To the best knowledge of the Reporting Persons, except as set forth herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the
occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.
Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 Joint Filing Agreement, dated January 20, 2016
among Greenwoods China Alpha Master Fund, Greenwoods Asset Management Limited, Greenwoods Asset Management Holdings Limited, Unique Element Corp and Jinzhi Jiang
Exhibit 99.2 Merger Agreement, incorporated by reference to Exhibit 99.2 to Form 6-K filed by the Issuer on December 31, 2015
Exhibit 99.3 Interim Investors Agreement, incorporated by reference to Exhibit 99.3 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data
Services Limited on January 8, 2016
Exhibit 99.4 Support Agreement, incorporated by reference to Exhibit 99.4 to Schedule 13D filed by Michael
Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.5 Debt Commitment Letter, dated December 31, 2015
among Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch
as Mandated Lead Arranger, Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch
as Underwriter, and Merger Sub, incorporated by reference to Exhibit 99.5 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.6 Equity Commitment Letter, dated December 31, 2015 among Michael Xiangyu Chen, Holdco and Parent, incorporated by reference to Exhibit 99.6
to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Page 11 of 14 SEC Filing
13D
CUSIP No. 45173K101 | Page 11 of 14 Pages |
Exhibit 99.7 Equity Commitment Letter, dated December 31, 2015 among Anfernee Song Guan, Holdco and
Parent, incorporated by reference to Exhibit 99.7 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.8 Equity Commitment Letter, dated December 31, 2015 among Kingsun (Shanghai) Investment Co., Ltd.
, Holdco and Parent, incorporated by reference to Exhibit 99.8 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.9 Equity Commitment Letter, dated December 31, 2015 among Beijing Junlianxinhai Private Equity Investment Partnership (Limited Partnership)
, Holdco and Parent, incorporated by reference to Exhibit 99.9 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.10 Equity Commitment Letter, dated December 31, 2015 among Ruipu Lehua (Tianjin) Investment Center (Limited Partnership)
, Holdco and Parent, incorporated by reference to Exhibit 99.10 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.11 Equity Commitment Letter, dated December 31, 2015 among Peking Pusi Investment Co., Ltd.
, Holdco and Parent, incorporated by reference to Exhibit 99.11 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.12 Equity Commitment Letter, dated December 31, 2015 among V Capital Company Limited
, Holdco and Parent, incorporated by reference to Exhibit 99.12 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.13 Equity Commitment Letter, dated December 31, 2015 among LT Prosperity (Tianjin) Asset Management Co., Ltd.
, Holdco and Parent, incorporated by reference to Exhibit 99.13 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.14 Equity Commitment Letter, dated December 31, 2015 among Jiaxing Yaming Investment Partnership (Limited Partnership)
, Holdco and Parent, incorporated by reference to Exhibit 99.14 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.15 Equity Commitment Letter, dated December 31, 2015 among Jiaxing Nuoxin Investment Partnership (Limited Partnership)
, Holdco and Parent, incorporated by reference to Exhibit 99.15 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.16 Equity Commitment Letter, dated December 31, 2015 among Fortune Wisdom Venture Capital Co., Ltd.
, Holdco and Parent, incorporated by reference to Exhibit 99.16 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.17 Equity Commitment Letter, dated December 31, 2015 among Newplus iDream Investment Partnership (Limited Partnership)
, Holdco and Parent, incorporated by reference to Exhibit 99.17 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.18 Equity Commitment Letter, dated December 31, 2015 among Shanghai Super Star Venture Capital Partners (Limited Partnership)
, Holdco and Parent, incorporated by reference to Exhibit 99.18 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
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CUSIP No. 45173K101 | Page 12 of 14 Pages |
Exhibit 99.19 Equity Commitment Letter, dated December 31, 2015 among Guangxi Xi Hui He Ying Investment
Management Partnership (Limited Partnership)
, Holdco and Parent, incorporated by reference to Exhibit 99.19 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.20 Equity Commitment Letter, dated December 31, 2015 among Shanghai Greenwoods Asset Management Limited
, Holdco and Parent, incorporated by reference to Exhibit 99.20 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.21 Equity Commitment Letter, dated December 31, 2015 among Shanghai Weiying Gefei Investment Management Ltd.
, Holdco and Parent, incorporated by reference to Exhibit 99.21 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.22 Equity Commitment Letter, dated December 31, 2015 among Hengqin Dream Yongtai Equity Investment Enterprise (Limited Partnership)
, Holdco and Parent, incorporated by reference to Exhibit 99.22 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.23 Equity Commitment Letter, dated December 31, 2015 among Hengqin Dream Ruitong Equity Investment Enterprise (Limited Partnership)
, Holdco and Parent, incorporated by reference to Exhibit 99.23 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.24 Limited Guarantee, dated December 31, 2015 between Michael Xiangyu Chen and the Issuer, incorporated by reference to Exhibit 99.24 to
Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.25 Limited Guarantee, dated
December 31, 2015 between Anfernee Song Guan and the Issuer, incorporated by reference to Exhibit 99.25 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.26 Limited Guarantee, dated December 31, 2015 between Kingsun (Shanghai) Investment Co., Ltd.
and the Issuer, incorporated by reference to Exhibit 99.26 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.27 Limited Guarantee, dated December 31, 2015 between Beijing Junlianxinhai Private Equity Investment Partnership (Limited Partnership)
and the Issuer, incorporated by reference to Exhibit 99.27 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.28 Limited Guarantee, dated December 31, 2015 between Ruipu Lehua (Tianjin) Investment Center (Limited Partnership)
and the Issuer, incorporated by reference to Exhibit 99.28 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.29 Limited Guarantee, dated December 31, 2015 between Peking Pusi Investment Co., Ltd.
and the Issuer, incorporated by reference to Exhibit 99.29 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.30 Limited Guarantee, dated December 31, 2015 between V Capital Company Limited
and the Issuer, incorporated by reference to Exhibit 99.30 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.31 Limited Guarantee, dated December 31, 2015 between LT Prosperity (Tianjin) Asset Management Co., Ltd.
and the Issuer, incorporated by reference to Exhibit 99.31 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
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Exhibit 99.32 Limited Guarantee, dated December 31, 2015 between Jiaxing Yaming Investment Partnership
(Limited Partnership)
and the Issuer, incorporated by reference to Exhibit 99.32 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.33 Limited Guarantee, dated December 31, 2015 between Jiaxing Nuoxin Investment Partnership (Limited Partnership)
and the Issuer, incorporated by reference to Exhibit 99.33 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.34 Limited Guarantee, dated December 31, 2015 between Fortune Wisdom Venture Capital Co., Ltd.
and the Issuer, incorporated by reference to Exhibit 99.34 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.35 Limited Guarantee, dated December 31, 2015 between Newplus iDream Investment Partnership (Limited Partnership)
and the Issuer, incorporated by reference to Exhibit 99.35 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.36 Limited Guarantee, dated December 31, 2015 between Shanghai Super Star Venture Capital Partners (Limited Partnership)
and the Issuer, incorporated by reference to Exhibit 99.36 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.37 Limited Guarantee, dated December 31, 2015 between Guangxi Xi Hui He Ying Investment Management Partnership (Limited Partnership)
and the Issuer, incorporated by reference to Exhibit 99.37 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.38 Limited Guarantee, dated December 31, 2015 between Shanghai Greenwoods Asset Management Limited
and the Issuer, incorporated by reference to Exhibit 99.38 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.39 Limited Guarantee, dated December 31, 2015 between Shanghai Weiying Gefei Investment Management Ltd.
and the Issuer, incorporated by reference to Exhibit 99.39 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Exhibit 99.40 Limited Guarantee, dated December 31, 2015 between Hengqin Dream Ruitong Equity Investment Enterprise (Limited Partnership)
and the Issuer, incorporated by reference to Exhibit 99.40 to Schedule 13D filed by Michael Xiangyu Chen, MICH Limited and Dream Data Services Limited on January 8, 2016
Page 14 of 14 SEC Filing
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CUSIP No. 45173K101 | Page 14 of 14 Pages |
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.
Dated: January 20, 2016
GREENWOODS CHINA ALPHA MASTER FUND | ||||
By: | /s/ Jinzhi Jiang | |||
Name: | Jinzhi Jiang | |||
Title: | Director | |||
GREENWOODS ASSET MANAGEMENT LIMITED | ||||
By: | /s/ Jinzhi Jiang | |||
Name: | Jinzhi Jiang | |||
Title: | Director | |||
GREENWOODS ASSET MANAGEMENT HOLDINGS LIMITED | ||||
By: | /s/ Jinzhi Jiang | |||
Name: | Jinzhi Jiang | |||
Title: | Director | |||
UNIQUE ELEMENT CORP | ||||
By: | /s/ Jinzhi Jiang | |||
Name: | Jinzhi Jiang | |||
Title: | Director | |||
JINZHI JIANG | ||||
By: | /s/ Jinzhi Jiang |