Filing Details

Accession Number:
0001104659-18-025937
Form Type:
13D Filing
Publication Date:
2018-04-24 06:18:45
Filed By:
Zhang Lee Ligang
Company:
Ikang Healthcare Group Inc.
Filing Date:
2018-04-24
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Lee Ligang Zhang 4,874,371 0 4,874,371 0 4,874,371 13.9%
Time Intelligent Finance Limited 0 4,374,371 0 4,374,371 4,374,371 12.7%
ShanghaiMed, Inc 0 3,042,550 0 3,042,550 3,042,550 8.8%
TMF (Cayman) Ltd. as the Trustee of Zhang 146 s Family Trust 0 4,374,371 0 4,374,371 4,374,371 12.7%
Time Evergreen Company Limited 0 4,374,371 0 4,374,371 4,374,371 12.7%
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under Securities Exchange Act of 1934
(Amendment No. 7)*

 

iKang Healthcare Group, Inc.

(Name of Issuer)

 

Class A Common Shares, par value US$0.01 per share**

(Title of Class of Securities)

 

45174L108***

(CUSIP Number)

 

Mr. Lee Ligang Zhang

c/o iKang Healthcare Group, Inc.

B-6F Shimao Tower, 92A Jianguo Road

Chaoyang District

Beijing 100022

Peoples Republic of China

+86 10 5320 6688

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

April 6, 2018

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7(b) for other parties to whom copies are to be sent.

*                                       The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

**                                  Not for trading, but only in connection with the registration of American Depositary Shares each representing 1/2 Class A Common Share.

***                           This CUSIP applies to the American Depositary Shares, each representing 1/2 Class A Common Share.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

 CUSIP No.  45174L108

 

13D/A

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Lee Ligang Zhang

2

Check the Appropriate Box if a Member of a Group

(a)   o

(b)   o

3

SEC Use Only

4

Source of Funds
OO

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

6

Citizenship or Place of Organization
Peoples Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
4,874,3711

8

Shared Voting Power
0

9

Sole Dispositive Power
4,874,371
1

10

Shared Dispositive Power
0

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,874,371
1

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

13

Percent of Class Represented by Amount in Row (11)
13.9%.
2  The voting power of the shares beneficially owned by the Reporting Person represents 34.9% of the total outstanding voting power of all Common Shares. 

14

Type of Reporting Person
IN

 


(1)  Consists of (i) 526,721 Class A Common Shares held by Time Intelligent Finance Limited; (ii) 805,100 Class C Common Shares held by Time Intelligent Finance Limited; (iii) 2,264,140 Class A Common Shares and 1,256,820 American Depositary Shares (representing 628,410 Class A Common Shares) held by ShanghaiMed, Inc., which is wholly owned by Time Intelligent Finance Limited; (iv) 150,000 Class A Common Shares issuable upon exercise of options held by ShanghaiMed, Inc. within 60 days of the date of this Amendment No. 6; and (v) 500,000 Class A Common Shares issuable upon exercise of options held by Mr. Lee Ligang Zhang within 60 days of the date of this Amendment No. 6.

 

The rights of the holders of Class A and Class C Common Shares are identical, except with respect to voting and conversion rights. Each Class A Common Share will be entitled to one vote per share. Each Class C Common Share will be entitled to 15 votes per share and is convertible at any time into one Class A Common Share.

 

(2)  Percentage calculated based on (i) 33,572,694 Class A Common Shares (excluding Class A Common Shares issued to the depositary and reserved for exercise of options) and 805,100 Class C Common Shares outstanding as of February 28, 2018, and (ii) 150,000 Class A Common Shares issuable upon exercise of options held by ShanghaiMed, Inc. and 500,000 Class A Common Shares issuable upon exercise of options held by Mr. Lee Ligang Zhang, in each case, within 60 days of the date of this Amendment No. 6. 

 

2


 

 CUSIP No.  45174L108

 

13D/A

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Time Intelligent Finance Limited

2

Check the Appropriate Box if a Member of a Group

(a)   o

(b)   o

3

SEC Use Only

4

Source of Funds
OO

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

6

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

8

Shared Voting Power
4,374,371
1

9

Sole Dispositive Power
0

10

Shared Dispositive Power
4,374,371
1

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,374,371
1

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

13

Percent of Class Represented by Amount in Row (11)
12.7%.
2  The voting power of the shares beneficially owned by the Reporting Person represents 34.2% of the total outstanding voting power of all Common Shares.

14

Type of Reporting Person
CO

 


(1)  Consists of (i) 526,721 Class A Common Shares held by Time Intelligent Finance Limited; (ii) 805,100 Class C Common Shares held by Time Intelligent Finance Limited; (iii) 2,264,140 Class A Common Shares and 1,256,820 American Depositary Shares (representing 628,410 Class A Common Shares) held by ShanghaiMed, Inc.; and (iv) 150,000 Class A Common Shares issuable upon exercise of options held by ShanghaiMed, Inc. within 60 days of the date of this Amendment No. 6. As Time Intelligent Finance Limited is wholly owned by Time Evergreen Company Limited, which in turn is wholly owned by TMF (Cayman) Ltd. as trustee of Zhangs Family Trust with Mr. Lee Ligang Zhang as settlor, Time Intelligent Finance Limited shares the voting and dispositive power of such 4,374,371 Common Shares with Time Evergreen Company Limited and TMF (Cayman) Ltd.

 

(2)  Percentage calculated based on (i) 33,572,694 Class A Common Shares (excluding Class A Common Shares issued to the depositary and reserved for exercise of options) and 805,100 Class C Common Shares outstanding as of February 28, 2018, and (ii) 150,000 Class A Common Shares issuable upon exercise of options held by ShanghaiMed, Inc. within 60 days of the date of this Amendment No. 6.

 

3


 

 CUSIP No. 81783J 101

 

13D/A

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

ShanghaiMed, Inc.

2

Check the Appropriate Box if a Member of a Group

(a)   o

(b)   o

3

SEC Use Only

4

Source of Funds
OO

5

Check  Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

6

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

8

Shared Voting Power
3,042,550
1

9

Sole Dispositive Power
0

10

Shared Dispositive Power
3,042,550
1

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,042,550
1

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

13

Percent of Class Represented by Amount in Row (11)
8.8%
2. The voting power of the shares beneficially owned by the Reporting Person represents 6.6% of the total outstanding voting power of all Common Shares.

14

Type of Reporting Person
CO

 


(1)  Consists of (i) 2,264,140 Class A Common Shares and 1,256,820 American Depositary Shares (representing 628,410 Class A Common Shares) held by ShanghaiMed, Inc.; and (ii) 150,000 Class A Common Shares issuable upon exercise of options held by ShanghaiMed, Inc. within 60 days of the date of this Amendment No. 6. As ShanghaiMed, Inc. is wholly owned by Time Intelligent Finance Limited, it shares the voting and dispositive power of such 3,042,550 Common Shares with Time Intelligent Finance Limited, Time Evergreen Company Limited and TMF (Cayman) Ltd. 

 

(2)  Percentage calculated based on (i) 33,572,694 Class A Common Shares (excluding Class A Common Shares issued to the depositary and reserved for exercise of options) and 805,100 Class C Common Shares outstanding as of February 28, 2018, and (ii) 150,000 Class A Common Shares issuable upon exercise of options held by ShanghaiMed, Inc. within 60 days of the date of this Amendment No. 6.

 

4


 

 CUSIP No. 81783J 101

 

13D/A

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

TMF (Cayman) Ltd. as the Trustee of Zhangs Family Trust

2

Check the Appropriate Box if a Member of a Group

(a)   o

(b)   o

3

SEC Use Only

4

Source of Funds
OO

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

6

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

8

Shared Voting Power
4,374,371
1

9

Sole Dispositive Power
0

10

Shared Dispositive Power
4,374,371
1

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,374,371
1

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

13

Percent of Class Represented by Amount in Row (11)
12.7%.
2 The voting power of the shares beneficially owned by the Reporting Person represents 34.2% of the total outstanding voting power of all Common Shares.

14

Type of Reporting Person
CO

 


(1)  Consists of (i) 526,721 Class A Common Shares held by Time Intelligent Finance Limited; (ii) 805,100 Class C Common Shares held by Time Intelligent Finance Limited; (iii) 2,264,140 Class A Common Shares and 1,256,820 American Depositary Shares (representing 628,410 Class A Common Shares) held by ShanghaiMed, Inc.; and (iv) 150,000 Class A Common Shares issuable upon exercise of options held by ShanghaiMed, Inc. within 60 days of the date of this Amendment No. 6. TMF (Cayman) Ltd. is the trustee of Zhangs Family Trust with Mr. Lee Ligang Zhang as settlor. As TMF (Cayman) Ltd. holds all of the equity interests in Time Evergreen Company Limited which in turn holds all of the equity interests in Time Intelligent Finance Limited, TMF (Cayman) Ltd. shares the voting and dispositive power of such 4,374,371 Common Shares with Time Evergreen Company Limited and Time Intelligent Finance Limited.

 

(2)  Percentage calculated based on (i) 33,572,694 Class A Common Shares (excluding Class A Common Shares issued to the depositary and reserved for exercise of options) and 805,100 Class C Common Shares outstanding as of February 28, 2018, and (ii) 150,000 Class A Common Shares issuable upon exercise of options held by ShanghaiMed, Inc. within 60 days of the date of this Amendment No. 6.

 

5


 

 CUSIP No. 81783J 101

 

13D/A

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Time Evergreen Company Limited

2

Check the Appropriate Box if a Member of a Group

(a)   o

(b)   o

3

SEC Use Only

4

Source of Funds
OO

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

6

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

8

Shared Voting Power
4,374,371
1

9

Sole Dispositive Power
0

10

Shared Dispositive Power
4,374,371
1

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,374,371
1

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

13

Percent of Class Represented by Amount in Row (11)
12.7%.
2  The voting power of the shares beneficially owned by the Reporting Person represents 34.2% of the total outstanding voting power of all Common Shares.

14

Type of Reporting Person
CO

 


(1)  Consists of (i) 526,721 Class A Common Shares held by Time Intelligent Finance Limited; (ii) 805,100 Class C Common Shares held by Time Intelligent Finance Limited; (iii) 2,264,140 Class A Common Shares and 1,256,820 American Depositary Shares (representing 628,410 Class A Common Shares) held by ShanghaiMed, Inc.; and (iv) 150,000 Class A Common Shares issuable to ShanghaiMed, Inc. upon its exercise of options within 60 days of the date of this Amendment No. 6. As Time Evergreen Company Limited holds all of the equity interests in Time Intelligent Finance Limited and is wholly owned by TMF (Cayman) Ltd. as trustee of Zhangs Family Trust with Mr. Lee Ligang Zhang as settlor, Time Evergreen Company shares the voting and dispositive power of such 4,374,371 Common Shares with Time Intelligent Finance Limited and TMF (Cayman) Ltd.

 

(2)  Percentage calculated based on (i) 33,572,694 Class A Common Shares (excluding Class A Common Shares issued to the depositary and reserved for exercise of options) and 805,100 Class C Common Shares outstanding as of February 28, 2018, and (ii) 150,000 Class A Common Shares issuable upon exercise of options held by ShanghaiMed, Inc. within 60 days of the date of this Amendment No. 6. 

 

6


 

Introductory Note

 

This Amendment No. 7 to Schedule 13D (this Amendment No. 7) amends and supplements the Schedule 13D filed jointly by the Reporting Persons with the Securities and Exchange Commission (the SEC) on September 9, 2015, as previously amended by Amendment No. 1 filed on January 5, 2016, Amendment No. 2 filed on June 7, 2016, Amendment No. 3 filed on August 25, 2017, and Amendment No. 4 filed on December 1, 2017, Amendment No. 5 filed on March 28, 2018, and Amendment No. 6 filed on March 28, 2018, respectively (the Original Schedule 13D). Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged. Capitalized terms used herein have meanings as assigned thereto in the Original Schedule 13D unless defined herein.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer

 

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

 

Following the repayment by ShanghaiMed Inc. (ShanghaiMed) of $8,000,000 due and payable under that certain facility agreement, dated August 25, 2017, by and between ShanghaiMed and Gopher Global Credit Fund II (Gopher), 576,230 Class A Common Shares charged in favor of Gopher pursuant to that certain equitable share mortgage, dated August 25, 2017, by and between ShanghaiMed and Gopher (as amended by a supplemental deed dated November 29, 2017) were released on April 6, 2018 pursuant to a deed of partial release dated the same date between ShanghaiMed and Gopher, which document was provided to ShanghaiMed on April 18, 2018.

 

Item 7.  Material to be Filed as Exhibits.

 

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

 

Exhibit 7.18: Deed of Partial Release, dated April 6, 2018, by and between Gopher and ShanghaiMed

 

* * * * *

 

7


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: April 24, 2018

 

 

LEE LIGANG ZHANG

 

 

 

 

By:

/s/ LEE LIGANG ZHANG

 

 

Name: Lee Ligang Zhang

 

 

 

 

TIME INTELLIGENT FINANCE LIMITED

 

 

 

 

By:

/s/ LEE LIGANG ZHANG

 

 

Name: Lee Ligang Zhang

 

 

Title: Director

 

 

 

 

SHANGHAIMED, INC.

 

 

 

 

By:

/s/ LEE LIGANG ZHANG

 

 

Name: Lee Ligang Zhang

 

 

Title: Director

 

 

 

 

TMF (CAYMAN) LTD.

 

 

 

 

By:

/s/ YEU Chi Fai and LIU Kin Wai

 

 

Name: YEU Chi Fai and LIU Kin Wai

 

 

Title: Authorized Signatories

 

 

 

 

TIME EVERGREEN COMPANY LIMITED

 

 

 

 

By:

/s/ S.B. Vanwall Ltd.

 

 

Name: S.B. Vanwall Ltd.

 

 

Title: Director

 

8


 

INDEX TO EXHIBITS

 

Exhibit 7.18

 

Deed of Partial Release, dated April 6, 2018, by and between Gopher and ShanghaiMed

 

9