Page 13 of 24 SEC Filing
beneficially owns the Warrant that entitles Sparkle Byte to
acquire 948,982 shares of the Common Stock at an exercise price of $1.69 per share of the Common Stock. As of the date hereof,
the Common Stock issuable pursuant to the warrant represents 2.3% of the Issuer’s issued and outstanding Common Stock.
Snow Moon may be deemed to have voting
and dispositive power with respect to and have beneficial ownership of 4,744,910 shares of the Common Stock owned by Sparkle Byte
and 948,982 shares of the Common Stock issuable pursuant to the Warrant, representing 11.3% and 2.3%, respectively, of the Issuer’s
issued and outstanding Common Stock.
Tianjin Jingran may be deemed to have voting
and dispositive power with respect to and have beneficial ownership of 4,744,910 shares of the Common Stock owned by Sparkle Byte
and 948,982 shares of the Common Stock issuable pursuant to the Warrant, representing 11.3% and 2.3%, respectively, of the Issuer’s
issued and outstanding Common Stock.
He Xie Ai Qi may be deemed to have voting
and dispositive power with respect to and have beneficial ownership of 4,744,910 shares of the Common Stock owned by Sparkle Byte
and 948,982 shares of the Common Stock issuable pursuant to the Warrant, representing 11.3% and 2.3%, respectively, of the Issuer’s
issued and outstanding Common Stock.
As a result of the relationships described
in the cover pages of this Schedule 13D, each of Jianguang Li, Dongliang Lin, Fei Yang, Suyang Zhang and Hugo Shong may be deemed
to share beneficial ownership of 5,693,892 shares of the Common Stock, representing 13.6% of the Issuer’s issued and outstanding
Common Stock.
Neither the filing of this Schedule 13D
by the Reporting Persons nor any of its contents shall be deemed to constitute an admission by any of such persons, other than
Sparkle Byte, that it is the beneficial owner of any of the shares of the Common Stock referred to herein for purposes of the Securities
Exchange Act of 1934, or for any other purpose, and such beneficial ownership is expressly disclaimed.
(b) Each of Sparkle Byte, Snow Moon, Tianjin
Jingran and He Xie Ai Qi may be deemed to have the sole power to direct the vote and the disposition of the Common Stock that may
be deemed to be beneficially owned by each of them. Each of Jianguang Li, Dongliang Lin, Fei Yang, Suyang Zhang and Hugo Shong
may be deemed to have the shared power to direct the vote and the disposition of the Common Stock that may be deemed to be beneficially
owned by each of them.
(c) Except as set forth herein, to the
knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response
to Item 5(a) has effected any transactions in the Common Stock during the past 60 days.
(d) No person is known to the Reporting
Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any
securities covered by this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to the Issuer.
The terms of the Securities Purchase Agreement
described in Items 3 and 4 of this Schedule 13D are incorporated by reference in this Item 6.
To the best knowledge of the Reporting
Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the
Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over
the securities of the Issuer.
Item 7. Materials to be Filed as Exhibits.
| Exhibit 99.1 | Joint Filing Agreement dated January 25, 2016 by and among the Reporting Persons |
| Exhibit 99.2 | Securities Purchase Agreement dated September 20, 2015 by and between the Issuer and He Xie Ai Qi |
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