Page 5 of 10 SEC Filing
This Amendment No. 3 (this “Amendment
No. 3”) amends and supplements the Schedule 13D (the “Original Schedule 13D”) filed with the Securities and Exchange
Commission (the “Commission”) on October 8, 2008, as amended pursuant to Amendment No. 1 to the Original Schedule 13D
filed with the Commission on January 14, 2010, and Amendment No. 2 to the Original Schedule 13D filed with the Commission on February
5, 2016. Unless specifically amended hereby, the disclosures set forth in the Original Schedule 13D, as amended, remain unchanged.
All capitalized terms used, but not defined,
in this Amendment No. 3 shall have the meanings given to them in the Original Schedule 13D, as amended.
| Item 4. | Purpose of Transaction. |
Item 4 of the Original Schedule 13D is hereby
amended and restated in its entirety as follows:
On February 5, 2016, Mr. Wang, the chairman
and chief executive officer of the Issuer, Right Advance and Chiming Bells entered into a consortium agreement (the “Consortium
Agreement”) with IDG-Accel China Growth Fund II L.P. (“IDG Growth II”), and IDG-Accel China Investors II L.P.
(“IDG Investors II”, together with Mr.Wang, Right Advance, Chiming Bells, and IDG Growth II, the “Consortium”),
pursuant to which the Consortium will cooperate in good faith in connection with an acquisition transaction (the “Transaction”)
with respect to the Issuer. The Consortium Agreement provides, among other things, for: cooperation in arranging financing; engaging
advisors; admission of new Consortium members; cooperation in obtaining applicable governmental, statutory, regulatory or other
approvals, licenses, waivers or exemptions for the consummation of the transactions; and cooperation in preparing definitive documentation
with respect to the Transaction. During the period beginning on the date of the Consortium Agreement and ending on the earlier
of (i) the 12-month anniversary of the date of the Consortium Agreement and (ii) the termination of the Consortium Agreement on
the occurrence of other termination events, members of the Consortium have agreed to work exclusively with each other with respect
to the Transaction and not to (a) make a competing proposal for the acquisition of control of the Issuer or (b) acquire
or dispose of any securities of the Issuer.
On February 17, 2016, 上海宏流资产管理中心(有限合伙)(Shanghai
Trend Asset Management Center (Limited Partnership)) (“Shanghai Trend”), a PRC limited partnership, signed an adherence
agreement to the Consortium Agreement (the “Shanghai Trend Adherence Agreement”), pursuant to which Shanghai Trend
joined the Consortium. References to the “Consortium” or “Consortium Members” after February 17, 2016
shall include Shanghai Trend.
Mr. Wang and IDG Growth II have previously
submitted a preliminary non-binding proposal (the “Proposal”) to the Issuer’s board of directors in connection
with the Transaction. Under the Proposal, members of the Consortium proposed to acquire, through an acquisition vehicle to be formed
by them, all of the outstanding ordinary shares of the Company and ADSs not owned by them for US$8.56 per ADS or US$0.2140 per
ordinary share in cash, representing a premium of 21.8% to the closing price of the Issuer’s ADSs on June 26, 2015 and a
premium of approximately 20% to the average closing price of the Issuer’s ADSs during the last 30 trading days. The Proposal
also provides that, among other things, the Consortium will negotiate and execute definitive agreements with respect to the Transaction
that will include provisions typical for transactions of this type.
If the Transaction is completed, the Issuer’s
ADSs would be delisted from the NASDAQ Global Select Market, and the Issuer’s obligation to file periodic reports under the
Act would terminate. In addition, consummation of the Transaction 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.
