Filing Details

3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION People's Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 7,939,661
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 7,939,661
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,939,661
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.12%
14	TYPE OF REPORTING PERSON IC

 

 

 

1	NAME OF REPORTING PERSON Taikang Insurance Group, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	[  ] (a)	☒ (b)

 

Under the Support Agreement, for the three years after the date of the Support Agreement, the Reporting Persons will be subject to a standstill that will restrict the Reporting Persons from acquiring beneficial ownership of Shares of the Issuer, if such acquisition results in the Reporting Persons beneficially owning 15.00% or more of the Issuer’s Shares, or a higher amount if permitted by the Board. However, the terms of the Support Agreement permit the Reporting Persons to exceed the beneficial ownership threshold under the following circumstances: (i) if the Reporting Persons exceed the threshold solely as a result of the Issuer engaging in share repurchases; (ii) if the Reporting Persons make a “qualifying offer” for all outstanding shares at the same per-share price conditioned upon acceptance by a majority of shareholders; and (iii) if another shareholder acquires beneficial ownership of more than 15.00% of the Issuer’s Shares (x) absent approval of the Board, in which case the Reporting Persons may acquire the minimum amount necessary such that the Reporting Persons’ beneficial ownership exceeds that of the other shareholder, or (y) in a new issuance or other Board approved transaction, in which case the Reporting Persons may acquire beneficial ownership of 15.00% of the Issuer’s Shares. Under the Support Agreement, the Reporting Persons also agree to vote their Shares in the election of directors in accordance with the Board’s recommendations, to not engage in a proxy contest, initiate a lawsuit, or dispose of shares to a third party if such third party (or group affiliated with such third party) has (or would have as a result of the sale) an ownership interest in the Issuer of 5.00% or more in the aggregate; however, under the Support Agreement, the Reporting Persons may transfer Shares to an affiliate, as defined therein, in excess of this 5.00% limit, provided that such affiliate accedes to the Reporting Persons’ obligations under the Support Agreement.  

In addition, in accordance with the Support Agreement, the Issuer has appointed Linus W. L. Cheung to the Board as an independent director, and has agreed to nominate Mr. Cheung for election to the Board at the 2017 Annual Meeting on the Issuer’s slate of director nominees. Further, the Issuer and Reporting Persons will identify a mutually acceptable qualified independent director to replace Mr. Cheung should he become unable to serve as a director. The Support Agreement is to remain in effect for three years from the date of the Support Agreement, unless the Issuer and Reporting Persons agree otherwise.

The Reporting Persons will continue to analyze their investment in the Issuer on an ongoing basis. As part of this investment analysis process, the Reporting Persons reserve the right to engage in future discussions with management of the Issuer and with third parties that may have an interest in the business affairs of the Issuer in order to monitor its investment and consider alternatives for growth and exploration of commercial opportunities. However, under the terms of the Support Agreement described above, the Reporting Persons may not engage in a proxy contest, or acquire beneficial ownership of securities of the Issuer such that it beneficially owns 15.00% or more of the Issuer’s common stock (unless permitted by the Board, subject to certain exceptions described above).

Although the Reporting Persons have no specific plan or proposal to dispose of Shares, the Reporting Persons may also, at any time or from time to time, dispose of or distribute some or all of their Shares, depending on various factors, including but not limited to the price of Shares, prevailing market conditions, results, business, operations and prospects, other investment opportunities, and the Reporting Persons' own liquidity, diversification and investment considerations. However, as a condition of the Support Agreement, the Reporting Persons will not dispose of shares to a third party if such third party (or group affiliated with such third party) has (or would have as a result of the sale) an ownership interest in the Issuer of 5.00% or more.

A copy of the Support Agreement and the press release regarding the appointment of Mr. Cheung to the Board (the “Press Release”) issued by the Issuer on November 7, 2016 are attached hereto as Exhibits D and E, respectively,  and incorporated by reference herein. The description of the Support Agreement contained herein is qualified in its entirety by reference to the full text of the Support Agreement.  A copy of the Joinder Agreement is attached hereto as Exhibit G, and incorporated by reference herein.

Item 5 is hereby amended and superseded with the following:

Based on the most recently available filing information submitted to the Securities and Exchange Commission by the Issuer, there are 52,503,235 Shares outstanding. As of November 15, 2017, the Reporting Persons may be deemed to beneficially own 7,939,661 Shares, which represents 15.12% of the outstanding Shares. The number of Shares which may be deemed to be beneficially owned by the Reporting Persons are as follows:

The Reporting Persons have not engaged in any transactions in Shares of the Issuer during the last sixty days.

Item 6 is hereby amended and superseded with the following:

The response to Item 4 of this Schedule 13D is incorporated by reference herein.

Exhibit B -

Transactions in Securities of the Issuer during the Past Sixty Days by the Reporting Person – incorporated by reference to Exhibit B included with the Reporting Person’s initial Statement on Schedule 13D as filed on July 27, 2016.

Exhibit C -

Letter of Agreement between Taikang Insurance Group, Inc. and Sotheby’s – incorporated by reference to Exhibit C included with the Reporting Person’s Amendment No. 1 to the Statement on Schedule 13D as filed on September 12, 2016.

Exhibit D -

Support Agreement, dated November 4, 2016, by and between Sotheby’s and Taikang Insurance Group - incorporated by reference to Exhibit  D included with the Reporting Person’s Amendment No. 2 to the Statement on Schedule 13D as filed on November 15, 2016.

Exhibit E -

Press Release of Sotheby’s dated November 7, 2016, announcing the appointment of Linus Cheung to the Board - incorporated by reference to Exhibit E included with the Reporting Person’s Amendment No. 2 to the Statement on Schedule 13D as filed on November 15, 2016.

Exhibit F -

Transactions in Securities of the Issuer during the Past Sixty Days by the Reporting Person - incorporated by reference to Exhibit F included with the Reporting Person’s Amendment No. 2 to the Statement on Schedule 13D as filed  on November 15, 2016.

 

Exhibit G -

Joinder Agreement, dated November 13, 2017 by Taikang Life Insurance Co., Ltd., to the Support Agreement by and between Sotheby's and Taikang Insurance Group.

 

Exhibit H -

Joint Filing Agreement, dated November 13, 2017 by Taikang Life Insurance Co., Ltd., and Taikang Insurance Group, Inc.

 

 

SIGNATURES

 

The undersigned certify, after reasonable inquiry and to the best knowledge and belief of the undersigned, that the information set forth in this Amendment No. 3 to the Statement is true, complete and correct. The undersigned agree to the filing of this single Amendment No. 3 to the Statement on Schedule 13D.

 

	Taikang Insurance Group, Inc.
Date: November 13, 2017	By:       /s/ YEUNG YING KIT
	Name:  YEUNG YING KIT
	Title:    Senior Compliance Officer