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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 43113X101
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Page 2 of 11
|
|
1
|
NAMES OF REPORTING PERSONS
Dang Yu (George) Pan
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO – See Item 3
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
1,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,000 (1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% (2)
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1) represents 1,000 shares of Common Stock held by HPJ Parent
Limited, a Cayman Islands company indirectly owned as to approximately 79.5% by Mr. Dang Yu (George) Pan. Mr. Pan is also a director
of Parent.
(2) Based on a total of 1,000 shares of Common Stock outstanding
as of the date hereof.
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CUSIP No. 43113X101
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Page 3 of 11
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1
|
NAMES OF REPORTING PERSONS
Advance Pride International Limited
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO – See Item 3
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
0
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
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CUSIP No. 43113X101
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Page 4 of 11
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1
|
NAMES OF REPORTING PERSONS
Wen Liang Li
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO – See Item 3
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
0
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
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CUSIP No. 43113X101
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Page 5 of 11
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|
1
|
NAMES OF REPORTING PERSONS
Wen Wei Ma
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO – See Item 3
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
0
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
CUSIP No. 43113X101
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Page 6 of 11
|
|
1
|
NAMES OF REPORTING PERSONS
HPJ Parent Limited
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO – See Item 3
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
|
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
1,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,000 (1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% (2)
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
(1) represents 1,000 shares of Common Stock held by HPJ Parent
Limited, a Cayman Islands company indirectly owned as to approximately 79.5% by Mr. Dang Yu (George) Pan. Mr. Pan is also a director
of Parent.
(2) Based on a total of 1,000 shares of Common Stock outstanding
as of the date hereof.
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CUSIP No. 43113X101
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Page 7 of 11
|
|
1
|
NAMES OF REPORTING PERSONS
High Power Asset Management Inc.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO – See Item 3
|
|
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
1,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,000 (1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% (2)
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
(1) represents 1,000 shares of Common Stock held by HPJ Parent
Limited, a Cayman Islands company indirectly controlled as to approximately 77.8% by High Power Asset Management Inc. High Power
Asset Management Inc. is wholly owned by Mr. Dang Yu (George) Pan, and Mr. Pan is also a director of High Power Asset Management
Inc.
(2) Based on a total of 1,000 shares of Common Stock outstanding
as of the date hereof.
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CUSIP No. 43113X101
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Page 8 of 11
|
EXPLANATORY
NOTE
This Amendment No. 8 to Schedule 13D ("Amendment
No. 8") is being jointly filed by Dang Yu (George) Pan, Advance Pride International Limited, Wen Liang Li, Wen Wei Ma, HPJ
Parent Limited and High Power Asset Management Inc. (collectively, the “Reporting Persons”) as an amendment to that
certain Schedule 13D filed by Dang Yu (George) Pan with the Securities and Exchange Commission (the "SEC") on November
13, 2007, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on February 14, 2012, Amendment No. 2 to Schedule 13D
filed with the SEC on February 14, 2018, Amendment No. 3 to Schedule 13D filed with the SEC on June 5, 2018, Amendment No. 4 to
Schedule 13D filed with the SEC on March 15, 2019, Amendment No. 5 to Schedule 13D filed with the SEC on April 24, 2019, Amendment
No. 6 to Schedule 13D filed with the SEC on July 2, 2019 and Amendment No. 7 to Schedule 13D filed with the SEC on September 12,
2019 (collectively, the "Schedule 13D"). Except as amended and supplemented herein, the information set forth in the
Schedule 13D remains unchanged. Capitalized terms used herein without definition have meanings assigned thereto in the Schedule
13D.
|
|
Item 2.
|
Identity and Background.
|
Item 2 is supplemented by adding the following:
High Power Asset Management Inc. (“High
Power Management”) is an exempted company incorporated with limited liability under the laws of the Cayman Islands. It is
currently wholly owned by Mr. Dang Yu (George) Pan. Mr. Pan and Ms. Ping Chen are the directors of High Power Management. The principal
business of High Power Management is investment management. The address of the principal office of High Power Management is at
the Office of Sertus Incorporations (Cayman) Limited, Sertus Chambers, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue,
P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands. Ms. Ping Chen is a Chinese citizen. Her business address is Building A1,
68 Xinxia Street, Pinghu, Longgang, Shenzhen Guangdong 518111, People’s Republic of China, and her present principal occupation
is President Office Assistant of the Issuer.
During the five years preceding the date of
this filing, neither High Power Management, nor to High Power Management’s knowledge, Ms. Ping Chen has been (i) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
|
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is supplemented by adding the following:
On October 29, 2019, a special meeting of
stockholders of the Issuer was held. At the special meeting, the Issuer’s stockholders voted to approve the proposal to adopt
the Merger Agreement by the affirmative vote of the holders of (a) at least a majority of all outstanding shares of Common Stock
of the Issuer and (b) at least a majority of all outstanding shares of Common Stock of the Issuer held by stockholders other than
Essence, the Rollover Stockholders, or any of their respective affiliates, officers and directors, and in each case, other than
Parent and Merger Sub.
On October 31, 2019, the Issuer filed a Certificate
of Merger with the Secretary of State of the State of Delaware, pursuant to which the Merger became effective. As of the effective
time of the Merger (the “Effective Time”), each issued and outstanding share of Common Stock, other than shares of
Common Stock held by (a) the Rollover Stockholders, or Parent or the Issuer or any of their respective subsidiaries or (b) stockholders
who have validly exercised their appraisal rights under the General Corporation Law of the State of Delaware, was converted into
the right to receive US$4.80 in cash without interest and less any applicable withholding taxes.
As a result of the Merger, the Company ceased
to be a publicly traded company and will continue its operations as a private company wholly owned by Parent, with 1,000 shares
of Common Stock outstanding (which are all directly and beneficially owned by Parent).
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CUSIP No. 43113X101
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Page
9 of 11
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As a result of the Merger, all of the Common
Stock held by the Rollover Stockholders prior to the Effective Time were cancelled, and all of the options held by Messrs. Pan,
Li and Ma prior to the Effective Time were cancelled without payment of any consideration.
As a result of the Merger, the Common Stock
of the Issuer has ceased to trade on the NASDAQ Global Market (“NASDAQ”) at the close of business on October 31, 2019
and became eligible for delisting from NASDAQ and termination of registration under the Act. The Issuer has requested that NASDAQ
file with the SEC a Form 25 to remove the Common Stock of the Issuer from listing on the NASDAQ and to deregister the Common Stock
of the Issuer pursuant to Section 12(b) of the Act. Additionally, the issuer intends to file with the SEC a Form 15 requesting
the deregistration of the Issuer’s shares of Common Stock under Section 12(b) of the Act and the suspension of the Issuer’s
reporting obligations under Section 15(d) of the Act.
The descriptions of the Merger Agreement and
the transactions contemplated thereby set forth above in this Item 4 do not purport to be complete and are qualified in their entirety
by reference to the full text of the Merger Agreement, which has been filed as Exhibit 7.05 to this statement and is incorporated
herein by this reference in its entirety.
|
|
Item 5.
|
Interest in Securities of the Company.
|
Items 5(a), (b) and (c) are amended and restated
as follows.
The information contained on each of the cover
pages of this Amendment No. 7 and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein
by reference.
(a) As a result of the Merger, all of the
Rollover Shares were cancelled.
As of the date hereof, each of Mr. Dang Yu
(George) Pan, Parent and High Power Management beneficially owns 1,000 shares of Common Stock of the Issuer, which are directly
held by Parent. Such 1,000 shares of Common Stock represent 100% of the outstanding share capital of the Company. Parent, a Cayman
Islands company, is indirectly controlled as to approximately 77.8% by High Power Management. High Power Management is wholly
owned by Mr. Pan, and Mr. Pan is a director of High Power Management. Mr. Pan indirectly owns (through High Power Management and
Advance Pride) approximately 79.5% of Parent. Mr. Pan is also a director of Parent. Pursuant to Section 13(d) of the Act and the
rules promulgated thereunder, each of Mr. Pan and High Power Management may be deemed to beneficially own all the Common Stock
directly held by Parent in the Issuer.
The above disclosure of percentage information,
with respect to the share capital in the Issuer, is based on a total of 1,000 shares of Common Stock outstanding as of the date
hereof.
(b) The powers that a Reporting Person has
relative to the shares discussed herein may be found in rows 7 through 10 of the Cover Page relating to such Reporting Person,
which is hereby incorporated by reference.
(c) Except as set forth under Item 4 and this
Item 5, the Reporting Persons have not effected any transactions in the class of securities reported herein in the last 60 days.
|
|
Item 7.
|
Material to be Filed as Exhibits.
|
Exhibit 7.01: * Joint Filing Agreement
by and between the Reporting Persons, dated as of March 15, 2019.
Exhibit 7.02: Proposal Letter from Dang
Yu (George) Pan to the board of directors of the Issuer, dated as of June 2, 2018 (incorporated herein by reference to Exhibit
99.1 to Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 4, 2018).
Exhibit 7.03: * Consortium Agreement by
and among Dang Yu (George) Pan, Wen Liang Li, Wen Wei Ma, and Essence International Financial Holdings (Hong Kong) Limited, dated
as of March 13, 2019.
|
CUSIP No. 43113X101
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Page
10 of 11
|
Exhibit 7.04: ** Letter from Dang Yu (George)
Pan to the special committee of the board of directors of the Issuer, dated as of April 18, 2019.
Exhibit 7.05: Agreement and Plan of Merger
by and among the Issuer, Parent and Merger Sub, dated as of June 28, 2019 (incorporated herein by reference to Exhibit 2.1 to Current
Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 28, 2019).
Exhibit 7.06: *** Equity Contribution and
Voting Agreement by and among Parent and the Rollover Stockholders, dated as of June 28, 2019.
Exhibit 7.07: *** Equity Commitment Letter
by and between Essence and Parent, dated as of June 28, 2019.
Exhibit 7.08: *** Limited Guarantee by
and between Essence and the Issuer, dated as of June 28, 2019.
Exhibit 7.09: *** Interim Investors Agreement
by and among Parent, Merger Sub, the Rollover Stockholders and Essence, dated as of June 28, 2019.
Exhibit 7.10: *** Joint Filing Agreement
by and between the Reporting Persons, dated as of July 2, 2019.
Exhibit 7.11: **** Subscription Agreement
by and between Dang Yu (George) Pan and SPC (acting on behalf of and for the account of Portfolio), dated as of September 11, 2019.
Exhibit 7.12: **** Subscription Agreement
by and between Dang Yu (George) Pan and SPC (acting on behalf of and for the account of Portfolio), dated as of September 11, 2019.
Exhibit 7.13: **** Subscription Agreement
by and among Essence International Products & Solutions Limited, Dang Yu (George) Pan and SPC (acting on behalf of and for
the account of Portfolio), dated as of September 11, 2019.
Exhibit 7.14: **** Subscription Agreement
by and between Essence International Capital Limited and SPC (acting on behalf of and for the account of Portfolio), dated as of
September 11, 2019.
Exhibit 7.15: **** Private Placement Memorandum
relating to the Portfolio, dated as of September 2019.
Exhibit 7.16: **** SPC Equity Commitment
Letter by and between SPC (acting on behalf of and for the account of Portfolio) and Parent, dated as of September 11, 2019.
Exhibit 7.17: Joint Filing Agreement by
and between the Reporting Persons, dated as of November 1, 2019.
______________________
* Previously
filed on March 15, 2019.
** Previously
filed on April 24, 2019.
*** Previously
filed on July 2, 2019.
**** Previously
filed on September 12, 2019.
|
CUSIP No. 43113X101
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|
Page
11 of 11
|
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certify that the information set forth in this Amendment No. 8 to Schedule 13D is true, complete and correct.
|
Date: November 1, 2019
|
/s/ Dang Yu (George) Pan
|
|
|
Dang Yu (George) Pan
|
|
|
|
|
|
|
Advance Pride International Limited
|
|
|
|
|
|
|
By:
|
/s/ Dang Yu (George) Pan
|
|
|
Name:
|
Dang Yu (George) Pan
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
/s/ Wen Liang Li
|
|
|
Wen Liang Li
|
|
|
|
|
|
|
/s/ Wen Wei Ma
|
|
|
Wen Wei Ma
|
|
|
|
|
|
|
HPJ Parent Limited
|
|
|
|
|
|
|
By:
|
/s/ Dang Yu (George) Pan
|
|
|
Name:
|
Dang Yu (George) Pan
|
|
|
Title:
|
Director
|
|
|
High Power Asset Management Inc.
|
|
|
|
|
|
|
By:
|
/s/ Dang Yu (George) Pan
|
|
|
Name:
|
Dang Yu (George) Pan
|
|
|
Title:
|
Director
|
The original statement
shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person),
evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name
and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001)
INDEX TO EXHIBITS
Exhibit 7.01: * Joint Filing Agreement by and between the Reporting
Persons, dated as of March 15, 2019.
Exhibit 7.02: Proposal Letter from Dang Yu (George) Pan to the
board of directors of the Issuer, dated as of June 2, 2018 (incorporated herein by reference to Exhibit 99.1 to Current Report
on Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 4, 2018).
Exhibit 7.03: * Consortium Agreement by and among Dang Yu (George)
Pan, Wen Liang Li, Wen Wei Ma, and Essence International Financial Holdings (Hong Kong) Limited, dated as of March 13, 2019.
Exhibit 7.04: ** Letter from Dang Yu (George)
Pan to the special committee of the board of directors of the Issuer, dated as of April 18, 2019.
Exhibit 7.05: Agreement and Plan of Merger
by and among the Issuer, Parent and Merger Sub, dated as of June 28, 2019 (incorporated herein by reference to Exhibit 2.1 to Current
Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 28, 2019).
Exhibit 7.06: *** Equity Contribution and
Voting Agreement by and among Parent and the Rollover Stockholders, dated as of June 28, 2019.
Exhibit 7.07: *** Equity Commitment Letter
by and between Essence and Parent, dated as of June 28, 2019.
Exhibit 7.08: *** Limited Guarantee by
and between Essence and the Issuer, dated as of June 28, 2019.
Exhibit 7.09: *** Interim Investors Agreement
by and among Parent, Merger Sub, the Rollover Stockholders and Essence, dated as of June 28, 2019.
Exhibit 7.10: *** Joint Filing Agreement
by and between the Reporting Persons, dated as of July 2, 2019.
Exhibit 7.11: **** Subscription Agreement
by and between Dang Yu (George) Pan and SPC (acting on behalf of and for the account of Portfolio), dated as of September 11, 2019.
Exhibit 7.12: **** Subscription Agreement
by and between Dang Yu (George) Pan and SPC (acting on behalf of and for the account of Portfolio), dated as of September 11, 2019.
Exhibit 7.13: **** Subscription Agreement
by and among Essence International Products & Solutions Limited, Dang Yu (George) Pan and SPC (acting on behalf of and for
the account of Portfolio), dated as of September 11, 2019.
Exhibit 7.14: **** Subscription Agreement
by and between Essence International Capital Limited and SPC (acting on behalf of and for the account of Portfolio), dated as of
September 11, 2019.
Exhibit 7.15: **** Private Placement Memorandum
relating to the Portfolio, dated as of September 2019.
Exhibit 7.16: **** SPC Equity Commitment
Letter by and between SPC (acting on behalf of and for the account of Portfolio) and Parent, dated as of September 11, 2019.
Exhibit 7.17: Joint Filing Agreement by
and between the Reporting Persons, dated as of November 1, 2019.
______________________
* Previously
filed on March 15, 2019.
** Previously
filed on April 24, 2019.
*** Previously
filed on July 2, 2019.
**** Previously
filed on September 12, 2019.