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
§§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
☐
* 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.
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 (
“
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. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Surrey Glory Investments Inc.
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
British Virgin Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
14,276,664 ordinary shares. Mr. CHANG Yung Sen may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
14,276,664 ordinary shares. Mr. CHANG Yung Sen may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
14,276,664 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
8.14%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
CHANG Yung Sen
|
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|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Republic of China
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
14,276,664 ordinary shares. Surrey Glory Investments Inc. may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
14,276,664
ordinary shares. Surrey Glory Investments Inc. may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
14,276,664 ordinary shares.
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
8.14%
(1)
|
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Supernova Investment Ltd.
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Mauritius
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
13,072,634 ordinary shares. Mr. CHEN, Hsuan-Wen (aka Niccolo CHEN) may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
13,072,634 ordinary shares. Mr. CHEN, Hsuan-Wen (aka Niccolo CHEN) may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
13,072,634 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.45%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
CHEN, Hsuan-Wen (aka Niccolo CHEN)
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Republic of China
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
13,072,634 ordinary shares. Supernova Investment Ltd. may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
13,072,634 ordinary shares. Supernova Investment Ltd. may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
13,072,634 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.45%
(1)
|
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Tongtong Investment Holding Co., Ltd.
|
|
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2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Mauritius
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
13,061,000 ordinary shares. Mr. LEE, Yun-Chin may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
13,061,000 ordinary shares. Mr. LEE, Yun-Chin may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
13,061,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.45%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
LEE, Yun-Chin
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Republic of China
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
13,061,000 ordinary shares. Tongtong Investment Holding Co., Ltd. may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
13,061,000 ordinary shares. Tongtong Investment Holding Co., Ltd. may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
13,061,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.45%
(1)
|
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Perfectech Int'l Ltd.
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Mauritius
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
13,069,237 ordinary shares. Mr. Lewis Chi-Tak LO may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
13,069,237 ordinary shares. Mr. Lewis Chi-Tak LO may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
13,069,237 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.45%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Lewis Chi-Tak LO
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
United Kingdom
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
13,069,237 ordinary shares. Perfectech Int'l Ltd. may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
13,069,237 ordinary shares. Perfectech Int'l Ltd. may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
13,069,237 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.45%
(1)
|
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Allpremier Investment Limited
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
British Virgin Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
12,986,442 ordinary shares. Ms. MA Yingna may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,986,442 ordinary shares. Ms. MA Yingna may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,986,442 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.40%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
MA Yingna
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings 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
12,986,442 ordinary shares. Allpremier Investment Limited may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,986,442 ordinary shares. Allpremier Investment Limited may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,986,442 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.40%
(1)
|
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Octovest International Holding Co., Ltd.
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Mauritius
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
13,100,000 ordinary shares. Mr. PAN, I-Ming (aka Robin PAN) may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
13,100,000 ordinary shares. Mr. PAN, I-Ming (aka Robin PAN) may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
13,100,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.47%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
PAN, I-Ming (aka Robin PAN)
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Republic of China
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
13,100,000 ordinary shares. Octovest International Holding Co., Ltd. may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
13,100,000 ordinary shares. Octovest International Holding Co., Ltd. may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
13,100,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.47%
(1)
|
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Ventus Corporation
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Belize
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
12,450,000 ordinary shares. Mr. TANG Hsin may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,450,000 ordinary shares. Mr. TANG Hsin may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,450,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.10%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
TANG Hsin
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Republic of China
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
12,450,000 ordinary shares. Ventus Corporation may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,450,000 ordinary shares. Ventus Corporation may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,450,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.10%
(1)
|
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Middlesex Holdings Corporation Inc
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
British Virgin Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
12,497,999 ordinary shares. Mr. LIN, Yung-Chieh may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,497,999 ordinary shares. Mr. LIN, Yung-Chieh may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,497,999 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.13%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
LIN, Yung-Chieh
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Republic of China
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
12,497,999 ordinary shares. Middlesex Holdings Corporation Inc may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,497,999 ordinary shares. Middlesex Holdings Corporation Inc may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,497,999 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.13%
(1)
|
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Rich Dragon Consultants Limited
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
British Virgin Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
12,540,000 ordinary shares. Mr. CHANG Jr-Neng may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,540,000 ordinary shares. Mr. CHANG Jr-Neng may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,540,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.15%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
CHANG Jr-Neng
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Republic of China
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
12,540,000 ordinary shares. Mr. CHANG Jr-Neng may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,540,000 ordinary shares. Mr. CHANG Jr-Neng may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,540,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.15%
(1)
|
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Nutronics Technology Corporation
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
British Virgin Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
12,550,656 ordinary shares. Mr. LEE Fu Chi may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,550,656 ordinary shares. Mr. LEE Fu Chi may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,550,656 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.16%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
LEE Fu Chi
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
New Zealand
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
12,550,656 ordinary shares. Nutronics Technology Corporation may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,550,656 ordinary shares. Nutronics Technology Corporation may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,550,656 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.16%
(1)
|
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Uniglobe Securities Limited
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
British Virgin Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
13,128,371 ordinary shares. Mr. Chun Mei CHEN De Chang may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
13,128,371 ordinary shares. Mr. Chun Mei CHEN De Chang may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
13,128,371 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.48%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Chun Mei CHEN De Chang
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Dominican Republic
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
13,128,371 ordinary shares. Uniglobe Securities Limited may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
13,128,371 ordinary shares. Uniglobe Securities Limited may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
13,128,371 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.48%
(1)
|
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
New Essential Holdings Limited
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
|
☐
|
|
|
|
(b)
|
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
British Virgin Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
|
7.
|
Sole Voting Power
3,600,000 ordinary shares. Mr. CHANG Sui Gin may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
|
8.
|
Shared Voting Power
-0-
|
|
|
9.
|
Sole Dispositive Power
3,600,000 ordinary shares. Mr. CHANG Sui Gin may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,600,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
2.05%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
CHANG Sui Gin
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Dominican Republic
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
3,600,000 ordinary shares. New Essential Holdings Limited may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
3,600,000 ordinary shares. New Essential Holdings Limited may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,600,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
2.05%
(1)
|
|
|
14.
|
Type of Reporting Person
IN
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Embona Holdings (Malaysia) Limited
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
Malaysia
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
4,800,000 ordinary shares. Embona Holdings Limited may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
4,800,000 ordinary shares. Embona Holdings Limited may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,800,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
2.74%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Embona Holdings Limited
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
British Virgin Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
4,800,000 ordinary shares. Embona Holdings (Malaysia) Limited may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
4,800,000 ordinary shares. Embona Holdings (Malaysia) Limited may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,800,000 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
2.74%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Suffolk Dragon Ventures Ltd
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
British Virgin Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
12,732,622 ordinary shares. Good Turn Limited may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
12,732,622 ordinary shares. Good Turn Limited may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,732,622 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.26%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Good Turn Limited
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
|
☐
|
|
|
|
(b)
|
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
British Virgin Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
|
7.
|
Sole Voting Power
12,732,622 ordinary shares. Suffolk Dragon Ventures Ltd may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
|
8.
|
Shared Voting Power
-0-
|
|
|
9.
|
Sole Dispositive Power
12,732,622 ordinary shares. Suffolk Dragon Ventures Ltd may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,732,622 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.26%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Top Best Development Limited
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
British Virgin Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
11,532,623 ordinary shares. Peakford International Co., Ltd. may also be deemed to have sole voting power with respect to the foregoing shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
11,532,623 ordinary shares. Peakford International Co., Ltd. may also be deemed to have sole dispositive power with respect to the foregoing shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,532,623 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.58%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
|
CUSIP No. 00507E107
|
|
|
1.
|
Names of Reporting Persons
Peakford International Co., Ltd.
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
|
6.
|
Citizenship or Place of Organization
British Virgin Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
16,332,623 ordinary shares. Of the foregoing shares, Top Best Development Limited may also be deemed to have sole voting power with respect to 11,532,623 shares, and Embona Holdings (Malaysia) Limited or Embona Holdings Limited may also be deemed to have sole voting power with respect to 4,800,000 shares.
|
|
8.
|
Shared Voting Power
-0-
|
|
9.
|
Sole Dispositive Power
16,332,623 ordinary shares. Of the foregoing shares, Top Best Development Limited may also be deemed to have sole dispositive power with respect to 11,532,623 shares, and Embona Holdings (Malaysia) Limited or Embona Holdings Limited may also be deemed to have sole dispositive power with respect to 4,800,000 shares.
|
|
10.
|
Shared Dispositive Power
-0-
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,332,623 ordinary shares
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
9.31%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
--
(1) Represents the percentage ownership based on 175,398,248 ordinary shares of the Surviving Corporation that were issued and outstanding as of the effective time of the merger described herein. See Item 4.
Item 1.
Security and Issuer
This Amendment No. 4 amends and supplements the Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “
SEC
”) by and among Surrey Glory Investments Inc., Chang, Yung-Sen, Supernova Investment Ltd., Chen, Hsuan-Wen (aka Niccolo Chen), Tongtong Investment Holding Co., Ltd., Lee, Yun-Chin, Perfectech Int'l Ltd., Lewis Chi-Tak Lo, Allpremier Investment Limited, Ma Yingna, Octovest International Holding Co., Ltd., Pan, I-Ming (aka Robin Pan), Ventus Corporation, Tang, Hsin (collectively the “
Group 1 Reporting Persons
”) on May 23, 2016, as amended and supplemented by Amendment No. 1 filed by and among the Group 1 Reporting Persons, Middlesex Holdings Corporation Inc, Lin, Yung-Chieh, Rich Dragon Consultants Limited, Chang, Jr-Neng, Nutronics Technology Corporation, Lee, Fu-Chi, Uniglobe Securities Limited and Chun Mei Chen De Chang (except for the Group 1 Reporting Persons, collectively the “
Group 2 Reporting Persons
”) on July 11, 2016, as amended and supplement by Amendment No. 2 filed by and among the Group 1 Reporting Persons, Group 2 Reporting Persons, New Essential Holdings Limited, Chang, Sui Gin, Embona Holdings (Malaysia) Limited, Embona Holdings Limited, Suffolk Dragon Ventures Ltd., Good Turn Limited, Top Best Development Limited, and Peakford International Co., Ltd. (except for the Group 1 Reporting Persons and Group 2 Reporting Persons, collectively the “
Group 3 Reporting Persons
”) on August 22, 2016, and as amended and restated by Amendment No. 3 filed by and among the Group 1 Reporting Persons, Group 2 Reporting Persons and Group 3 Reporting Persons on September 16, 2016 relating to the ordinary shares (“
Ordinary Shares
”), par value $0.000001 per share (the statement as filed on May 23, 2016, as so amended on July 11, 2016, August 22, 2016 and September 16, 2016, the “
Original Statement
”) of the Issuer. The address of the principal executive offices of the Issuer is No. 1, Ke Ji Si Road, Technology Innovation Coast of Hi-Tech Zone, Zhuhai, Guangdong, 519085, the People’s Republic of China.
Except as provided herein, this statement does not modify any of the information previously reported on the Original Statement. Capitalized terms not otherwise defined herein shall have their respective meanings given to them in the Original Statement.
Item 4.
Purpose of the Transaction
Item 4 of the Original Statement is hereby supplemented as follows:
On December 9, 2016, an extraordinary meeting of the shareholders of the Issuer was held at 2:00 p.m. (Hong Kong time) at 8/F, No. 437, Ruiguang Road, Neihu District, Taipei, Taiwan. At the extraordinary general meeting, the shareholders of the Issuer authorized and approved, among other things, the Merger Agreement, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands (the “
Plan of Merger
”) and the transactions contemplated thereby, including the Merger.
On December 9, 2016, the Issuer and Merger Sub filed the Plan of Merger with the Registrar of Companies of the Cayman Islands, pursuant to which the Merger became effective on December 16, 2016 (the “
Effective Time
”). As a result of the Merger, Merger Sub was merged with and into the Issuer, with the Issuer continuing as the surviving company (the “
Surviving Company
”), and the Issuer ceased to be a publicly traded company and became wholly owned by the Rollover Shareholders as set out below:
|
Rollover Shareholders
|
Total ordinary shares
of the Surviving
Company held
|
Ownership
Percentage
|
|
Supernova Investment Ltd.
|
13,072,634
|
7.45%
|
|
Surrey Glory Investments Inc.
|
14,276,664
|
8.14%
|
|
Tongtong Investment Holding Co., Ltd.
|
13,061,000
|
7.45%
|
|
Perfectech Int’l Ltd.
|
13,069,237
|
7.45%
|
|
Allpremier Investment Limited
|
12,986,442
|
7.40%
|
|
Octovest International Holding Co., Ltd.
|
13,100,000
|
7.47%
|
|
Ventus Corporation
|
12,450,000
|
7.10%
|
|
Middlesex Holdings Corporation Inc
|
12,497,999
|
7.13%
|
|
Rich Dragon Consultants Limited
|
12,540,000
|
7.15%
|
|
Nutronics Technology Corporation
|
12,550,656
|
7.16%
|
|
Uniglobe Securities Limited
|
13,128,371
|
7.48%
|
|
New Essential Holdings Limited
|
3,600,000
|
2.05%
|
|
Embona Holdings (Malaysia) Limited
|
4,800,000
|
2.74%
|
|
Suffolk Dragon Ventures Ltd
|
12,732,622
|
7.26%
|
|
Top Best Development Limited
|
11,532,623
|
6.58%
|
|
Total:
|
175,398,248
|
100%
|
In connection with the Merger, the ADSs were voluntarily delisted from NASDAQ, and the voluntary delisting became effective on December 16, 2016. The Surviving Company filed a Form 25 with the SEC on December 16, 2016 to terminate the registration of the ADSs and the Shares under Section 12(b) of the Securities Exchange Act, as amended (the “
Act
”). The Surviving Company has advised the Reporting Persons that it will file a Form 15 with the SEC on or around December 26, 2016, the effective day of the Form 25, to terminate the registration of the ADSs and the Shares under Section 12(g) of the Act and suspend its reporting obligations under Section 15(d) of the Act.
The Voting and Support Agreement among the Rollover Shareholders was terminated as of December 16, 2016 in accordance with its terms.
Item 5.
Interests in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
(a)-(b)
The Reporting Persons, collectively, beneficially own an aggregate of
162,329,011
Ordinary Shares, representing 100% of the outstanding shares of the Surviving Company as of the Effective Time.
(c)
Except as disclosed in this Amendment No. 4, none of the Reporting Persons have effected any transactions in the Ordinary Shares during the 60 days preceding the filing of this Amendment No. 4.
(d)-(e)
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
December [●], 2016
|
|
SURREY GLORY INVESTMENTS INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ CHANG, Yung-Sen
|
|
|
Name:
Its:
|
CHANG, Yung-Sen
Sole director
|
|
|
|
|
|
|
|
|
CHANG, YUNG-SEN
|
|
|
|
|
|
|
|
|
/s/ CHANG, Yung-Sen
|
|
|
|
|
|
|
|
|
|
|
SUPERNOVA INVESTMENT LTD.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ CHEN, Hsuan-Wen
|
|
|
Name:
Its:
|
CHEN, Hsuan-Wen (aka Niccolo CHEN)
Sole director
|
|
|
|
|
|
|
|
|
CHEN, HSUAN-WEN (aka NICCOLO CHEN)
|
|
|
|
|
|
|
|
|
/s/ CHEN, Hsuan-Wen
|
|
|
TONGTONG INVESTMENT HOLDING CO., LTD.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ LEE, Yun-Chin
|
|
|
Name:
Its:
|
LEE, Yun-Chin
Sole director
|
|
|
|
|
|
LEE, YUN-CHIN
|
|
|
|
|
|
|
|
|
/s/ LEE, YUN-CHIN
|
|
|
|
|
|
|
|
|
PERFECTECH INT’L LTD.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lewis Chi-Tak LO
|
|
|
Name:
Its:
|
Lewis Chi-Tak LO
Sole director
|
|
|
|
|
|
|
|
|
LEWIS CHI-TAK LO
|
|
|
|
|
|
|
|
|
/s/ LEWIS CHI-TAK LO
|
|
|
|
|
|
|
|
|
|
|
ALLPREMIER INVESTMENT LIMITED
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ MA Yingna
|
|
|
Name:
Its:
|
MA Yingna
Sole director
|
|
|
|
|
|
|
|
|
MA YINGNA
|
|
|
|
|
|
|
|
|
/s/ MA Yingna
|
|
|
OCTOVEST INTERNATIONAL HOLDING CO., LTD.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ PAN, I-Ming
|
|
|
Name:
Its:
|
PAN, I-Ming (aka Robin PAN)
Sole director
|
|
|
|
|
|
|
|
|
PAN, I-MING (aka Robin PAN)
|
|
|
|
|
|
|
|
|
/s/ PAN, I-Ming
|
|
|
|
|
|
|
|
|
|
VENTUS CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ TANG, Hsin
|
|
|
Name:
Its:
|
TANG, Hsin
Sole director
|
|
|
|
|
|
|
|
|
TANG, HSIN
|
|
|
|
|
|
|
|
|
/s/ TANG, Hsin
|
|
|
MIDDLESEX HOLDINGS CORPORATION INC
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ LIN, Yung-Chieh
|
|
|
Name:
Its:
|
LIN, Yung-Chieh
Sole director
|
|
|
|
|
|
|
|
|
LIN, YUNG-CHIEH
|
|
|
|
|
|
|
|
|
/s/ LIN, Yung-Chieh
|
|
|
RICH DRAGON CONSULTANTS LIMITED
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ CHANG, Jr-Neng
|
|
|
Name:
Its:
|
CHANG, Jr-Neng
Sole director
|
|
|
|
|
|
|
|
|
CHANG, JR-NENG
|
|
|
|
|
|
|
|
|
/s/ CHANG, Jr-Neng
|
|
|
|
|
|
|
|
|
|
NUTRONICS TECHNOLOGY CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ LEE, Fu-Chi
|
|
|
Name:
Its:
|
LEE, Fu-Chi
Sole director
|
|
|
|
|
|
|
|
|
LEE, FU-CHI
|
|
|
|
|
|
|
|
|
/s/ LEE, Fu-Chi
|
|
|
|
|
|
|
|
|
UNIGLOBE SECURITIES LIMITED
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Chun Mei CHEN De Chang
|
|
|
Name:
Its:
|
Chun Mei CHEN De Chang
Sole director
|
|
|
|
|
|
|
|
|
CHUN MEI CHEN DE CHANG
|
|
|
|
|
|
|
|
|
/s/ Chun Mei CHEN De Chang
|
|
|
NEW ESSENTIAL HOLDINGS LIMITED
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ CHANG Sui Gin
|
|
|
Name:
Its:
|
CHANG Sui Gin
Sole director
|
|
|
|
|
|
|
|
|
CHANG SUI GIN
|
|
|
|
|
|
|
|
|
/s/ CHANG Sui Gin
|
|
|
|
|
|
|
|
|
|
EMBONA HOLDINGS (MALAYSIA) LIMITED
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ YEH, Chia-Wen
|
|
|
Name:
Its:
|
YEH, Chia-Wen
Sole director
|
|
|
|
|
|
|
|
|
EMBONA HOLDINGS LIMITED
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ YEH, Chia-Wen
|
|
|
Name:
Its:
|
YEH, Chia-Wen
Sole director
|
|
|
|
|
|
|
|
|
SUFFOLK DRAGON VENTURES LTD
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ CHEN, Shu-Lin
|
|
|
Name:
Its:
|
CHEN, Shu-Lin
Sole director
|
|
|
|
|
|
|
GOOD TURN LIMITED
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ CHEN, Shu-Lin
|
|
|
Name:
Its:
|
CHEN, Shu-Lin
Sole director
|
|
|
|
|
|
|
|
|
TOP BEST DEVELOPMENT LIMITED
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ YEH HSU, Li-Li
|
|
|
Name:
Its:
|
YEH HSU, Li-Li
Sole director
|
|
|
|
|
|
|
|
|
PEAKFORD INTERNATIONAL CO., LTD.
|
|
|
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By:
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/s/ YEH HSU, Li-Li
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Name:
Its:
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YEH HSU, Li-Li
Sole director
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