Page 9 of 13 – SEC Filing
| CUSIP No. 53225G102 | 13D/A |
|
When the Ordinary Shares that may be purchased under the Warrant are included, the Reporting Persons may be deemed to have beneficial ownership of an additional 7,455,000 Ordinary Shares that are deemed outstanding for purposes of disclosing the total number and percentage of Ordinary Shares under Items 1 and 5.
Purchaser may be deemed to beneficially own 2,999,540 Ordinary Shares and 2.06% of the Ordinary Shares assuming 145,333,465 Ordinary Shares outstanding which includes 7,455,000 Ordinary Shares purchasable under the Warrant.
E-commerce may be deemed to beneficially own 49,955,000 Ordinary Shares and 34.37% of the Ordinary Shares assuming 145,333,465 Ordinary Shares outstanding which includes 7,455,000 Ordinary Shares purchasable under the Warrant.
Each of Development, Parent, Investment and Yan may be deemed to beneficially own 52,958,740 Ordinary Shares and 36.44% of the Ordinary Shares assuming 145,333,465 Ordinary Shares outstanding which includes 7,455,000 Ordinary Shares purchasable under the Warrant.
No Reporting Person has the sole power to vote, or direct the vote, or sole power to dispose, or direct the disposition of, the securities of the Issuer. Each Reporting Person has the shared power to vote, or to direct the vote, or shared power to dispose, or direct the disposition of, such securities subject to the terms of the Subscription Agreement and the IR Agreement and any other applicable agreements.
Yan is the sole beneficial owner of Investment which beneficially owns approximately 75% of Parent which indirectly controls all of the beneficial interests in Development which is the sole beneficial owner of each of E-commerce and the Purchaser. Pursuant to Rule 13d-3, Yan may be deemed to share beneficial ownership over the securities beneficially held by E-commerce and the Purchaser.
Other than for purposes of Rule 13d-3, the foregoing statements will not be deemed to constitute an admission by each Reporting Person that the Reporting Person is the beneficial owner of any securities disclosed herein, and such beneficial ownership is expressly disclaimed. To each Reporting Persons knowledge, no Ordinary Shares are beneficially owned by any person listed on Attachment A of the Initial Statement.
(c)
Pursuant to the Trading Plans, Stifel may execute open market purchases of the ADSs. Using cash on hand in the amount of approximately $479,392 from working capital (excluding commissions), a total of 160,550 ADSs (which are equivalent to 321,100 Ordinary Shares) were purchased since January 27, 2017, which includes certain purchases made outside of, and pursuant to, the Trading Plans. Below is a table of the purchases.
| Date |
| No. of ADSs |
| Average Unit Price |
| Price Range for |
| 1/27/2017 |
| 5,900 |
| $3.08 |
| $3.08 – $3.10 |
| 1/30/2017 |
| 4,300 |
| $2.95 |
| $2.94 – $3.01 |
| 1/31/2017 |
| 2,162 |
| $2.98 |
| $2.97 – $3.02 |
| 2/1/2017 |
| 4,300 |
| $3.05 |
| $2.97 – $3.10 |
| 2/2/2017 |
| 4,300 |
| $3.11 |
| $3.09 – $3.11 |
| 2/3/2017 |
| 1,294 |
| $3.11 |
| $3.11 – $3.11 |
| 2/6/2017 |
| 3,300 |
| $3.09 |
| $3.08 – $3.10 |
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