Page 10 of 17 SEC Filing
Item 3. Source and Amount of Funds or Other Consideration.
RPL Holdings is the record owner of 50,352,941 Class B common shares of the Issuer. Ms. Lingyun Guo, Mr. Xu Zhou and Mr. Vincent Wenyong Shi
were the shareholders of RPL Holdings.
On February 9, 2016, each of Ms. Lingyun Guo, Mr. Xu Zhou and Mr. Vincent Wenyong Shi entered into
an instrument of transfer with RPL Global (each a Transfer Instrument), respectively. Pursuant to relevant Transfer Instrument, each of Ms. Lingyun Guo, Mr. Xu Zhou and Mr. Vincent Wenyong Shi transferred 10,400, 6,650 and 2,950
shares in RPL Holdings, altogether representing all outstanding shares of RPL Holdings, to RPL Global. The $20,000 aggregate purchase price paid for the shares pursuant to the Transfer Instrument was funded from the general working capital of RPL
Global. The foregoing descriptions of the Transfer Instrument do not purport to be complete and are qualified in their entirety by reference to the full text of each Transfer Instrument, which is filed as Exhibit 1, Exhibit 2
and Exhibit 3 hereto and incorporated herein by reference.
On February 10, 2016, each of Ms. Lingyun Guo, Mr. Xu Zhou and Mr.
Vincent Wenyong Shi entered into an instrument of transfer with JTC Trustees (BVI) Limited (each a Secondary Transfer Instrument), respectively. Pursuant to relevant Secondary Transfer Instrument, each of Ms. Lingyun Guo, Mr. Xu
Zhou and Mr. Vincent Wenyong Shi transferred 10,400, 6,650 and 2,950 shares in RPL Global, altogether representing all outstanding shares of RPL Global, to JTC by deed of gift in consideration of nil. The foregoing descriptions of the Secondary
Transfer Instrument do not purport to be complete and are qualified in their entirety by reference to the full text of the Secondary Transfer Instrument, which is filed as Exhibit 4, Exhibit 5 and Exhibit 6 hereto and
incorporated herein by reference.
On February 10, 2016, Ms. Lingyun Guo, Mr. Xu Zhou and Mr. Vincent Wenyong Shi entered into a trust
deed (the Trust Deed) and a deed of gift (the Deed of Gift) with JTC Trustees (BVI) Limited, respectively, establishing RPL Trust for which JTC acts as the trustee. Pursuant to the Trust Deed, Ms. Lingyun Guo,
Mr. Xu Zhou and Mr. Vincent Wenyong Shi are the beneficiaries of RPL Trust. The information disclosed in this paragraph is qualified in its entirety by reference to the full text of the Trust Deed and the Deed of Gift, which are filed as
Exhibit 7 and Exhibit 8 hereto and incorporated herein by reference.
Item 4. Purpose of Transaction.
The information set forth in or incorporated by reference in Item 3 of this Schedule 13D is incorporated by reference in its entirety into this
Item 4.
RPL Holdings is the record owner of 50,352,941 Class B common shares of the Issuer. RPL Holdings is wholly owned by RPL Global,
which is beneficially owned by RPL Trust. The 50,352,941 Class B common shares of the Issuer, with RPL Holdings as the record owner, are ultimately wholly owned by RPL Trust, for which JTC acts as the trustee and Ms. Lingyun Guo, Mr. Xu Zhou and Mr.
Vincent Wenyong Shi are beneficiaries.
Each Reporting Person currently intends to hold all of the acquired securities for investment
purposes. Such acquisitions do not cause a change in management or control of the Issuer.
Trust Deed. Pursuant to the Trust Deed
entered into by and among Ms. Lingyun Guo, Mr. Xu Zhou and Mr. Vincent Wenyong Shi, as settlors, and JTC Trustees (BVI) Limited, as trustee, dated February 10, 2016, Ms. Lingyun Guo, Mr. Xu Zhou and Mr. Vincent Wenyong Shi are the beneficiaries of
the Trust. In addition, the trustee may at any time or times during the trust period, by deed, add or exclude such one or more objects or persons to the beneficiaries as the trustee may in its absolute discretion determine. Furthermore, any
beneficiary being of full age may, at any time or times during the trust period, determine that he shall be an excluded person.
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