Page 12 of 24 SEC Filing
Jingran. The general partner of Tianjing Jingran is He Xie Ai
Qi, which is owned by Jianguang Li, Dongliang Lin, Fei Yang and Suyang Zhang, with each holding 25% of the equity interest of He
Xie Ai Qi.
The name, business address, present principal
occupation or employment and citizenship of the directors, executive officers and control persons of Sparkle Byte, Snow Moon and
He Xie Ai Qi are set forth on Schedule A.
Sparkle Byte is the record holder of certain
Common Stock as described in Item 5.
None of the Reporting Persons and, to
the best of their knowledge, any of the persons listed on Schedule A hereto, has, during the last five years, 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 or subject to any judgment, decree or final order finding any violation of federal
or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.
Item 3. Source and Amount
of Funds or Other Consideration
The information set forth in the cover
pages and Item 1 of this Schedule 13D is incorporated by reference in this Item 3.
On September 20, 2015, the Issuer entered
into the Securities Purchase Agreement with He Xie Ai Qi, pursuant to which He Xie Ai Qi (or an affiliate of He Xie Ai Qi) would
purchase up to 12,839,506 shares of the Common Stock of the Issuer and warrants to purchase up to 2,567,901 shares of the Common
Stock, for an aggregate purchase price of $15,600,000. On January 14, 2016, pursuant to the Securities Purchase Agreement, Sparkle
Byte acquired 4,744,910 shares of the Common Stock and a warrant (the “Warrant”) that entitles Sparkle Byte
to acquire 948,982 shares of the Common Stock, for an aggregate purchase price of $5,765,066. The Warrant is exercisable at $1.69
per share of the Common Stock from the date that is 91 days after the date of its issuance (the “Initial Exercise Date”)
and expires three years after the Initial Exercise Date.
The source of funds used for making the
purchase was from the limited partner of Tianjin Jingran, Zhuhai Harmony Health Investment Fund L.P. (“Zhuhai Harmony”).
One of the five key managing persons of Zhuhai Harmony, Quan Zhou, is a director and shareholder of IDG-Accel China Growth Fund
GP III Associates Ltd., the ultimate general partner of IDG-Accel China Growth Fund III L.P. and IDG-Accel China III Investors
L.P., which are two current shareholders of the Issuer.
Sparkle Byte plans to acquire the remaining
8,094,596 shares of the Common Stock and warrants to acquire 1,618,919 shares of the Common Stock pursuant to the Securities Purchase
Agreement.
Item 4. Purpose of Transaction
The Reporting Persons acquired the securities
reported herein for investment purposes. The Reporting Persons may, from time to time, make additional purchases of Common Stock
either in the open market or in privately-negotiated transactions, depending upon the Reporting Persons’ evaluation of the
Issuer’s business, prospects and financial condition, the market for the Common Stock, other opportunities available to the
Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above,
the Reporting Persons may also decide to hold or dispose of all or part of their investments in the Common Stock or the Warrant
and/or enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities, including
the Common Stock and debt securities convertible into the Common Stock.
Except as set forth in Item 3 and this
Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified
in clauses (a) through (j) of Item 4 of Schedule 13D of the Securities Exchange Act of 1934, as amended.
A copy of the Securities Purchase Agreement
is filed as Exhibit 99.2 hereto, and is incorporated herein by reference.
Item 5. Interest in Securities
of the Issuer
The information set forth in the cover
pages of this Schedule 13D and Items 1, 2, 3 and 4 is incorporated herein by reference.
(a) As of the date hereof, Sparkle Byte
directly beneficially owns 4,744,910 shares of the Common Stock, representing 11.3% of the Issuer’s issued and outstanding
Common Stock. In addition, Sparkle Byte directly
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