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 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
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|
|
1.
|
Names of Reporting Persons
Middlesex Holdings Corporation Inc
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|
2.
|
Check the Appropriate Box if a Member of a Group
|
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|
|
(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
(1)
. 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
(1)
. 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
|
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|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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|
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13.
|
Percent of Class Represented by Amount in Row (11)
5.64%
(2)
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|
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14.
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Type of Reporting Person
CO
|
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|
|
|
|
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|
--
(1) In the form of 1,186,553 ordinary shares and 1,885,241 American depository shares, each representing six ordinary shares.
(2) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.
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CUSIP No. 00507E107
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|
1.
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Names of Reporting Persons
LIN, Yung-Chieh
|
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2.
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Check the Appropriate Box if a Member of a Group
|
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(a)
|
☐
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|
|
|
(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)
☐
|
|
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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
(1)
. 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
(1)
. 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)
5.64%
(2)
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|
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14.
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Type of Reporting Person
IN
|
|
|
|
|
|
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|
--
(1) In the form of 1,186,553 ordinary shares and 1,885,241 American depository shares, each representing six ordinary shares.
(2) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.
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CUSIP No. 00507E107
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|
1.
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Names of Reporting Persons
Rich Dragon Consultants Limited
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2.
|
Check the Appropriate Box if a Member of a Group
|
|
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(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)
5.66%
(1)
|
|
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14.
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Type of Reporting Person
CO
|
|
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|
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|
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|
--
(1) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.
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CUSIP No. 00507E107
|
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1.
|
Names of Reporting Persons
CHANG Jr-Neng
|
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2.
|
Check the Appropriate Box if a Member of a Group
|
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|
(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)
5.66%
(1)
|
|
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14.
|
Type of Reporting Person
IN
|
|
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|
|
|
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|
--
(1) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.
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CUSIP No. 00507E107
|
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|
1.
|
Names of Reporting Persons
Nutronics Technology Corporation
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2.
|
Check the Appropriate Box if a Member of a Group
|
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(a)
|
☐
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(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)
5.66%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.
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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)
5.66%
(1)
|
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
--
(1) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.
|
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)
5.92%
(1)
|
|
|
14.
|
Type of Reporting Person
CO
|
|
|
|
|
|
|
|
--
(1) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.
|
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)
5.92%
(1)
|
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
--
(1) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.
Item 1.
Security and Issuer
This Amendment amends and supplements the Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “
SEC
”) by and among Surrey Glory Investments Limited, Chang Yung Sen, Supernova Investment Inc., Chen, Hsuan-Wen (aka Niccolo Chen), Tongtong Investment Holding Co., Ltd., Lee, Yun-Chin, Perfectech International Ltd, Lewis Chi-Tak Lo, Allpremier Investment Ltd, Ma Yingna, Octovest International Holding Co., Ltd., Pan, I-Ming (aka Robin Pan), Ventus Corporation, and Tang Hsin (collectively the “
Original Reporting Persons
”) on May 23, 2016 relating to the ordinary shares, par value $0.000001 per share (the “
Original Statement
”) of the Issuer. American depositary shares (“
ADSs
”), each representing six Ordinary Shares of the Issuer are trading on the NASDAQ Global Market. 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 2. Identity and Background
Item 2 is hereby amended by adding the following corporate entities and their respective control persons (the “
Additional Reporting Persons
”) to the list of Holding Companies and Controlling Persons in the Original Statement:
Holding Companies
:
|
|
Name
|
Jurisdiction of incorporation
|
|
8
|
Middlesex Holdings Corporation Inc (“
Middlesex
”)
|
British Virgin Islands
|
|
9
|
Rich Dragon Consultants Limited (“
Rich Dragon
”)
|
British Virgin Islands
|
|
10
|
Nutronics Technology Corporation (“
Nutronics
”)
|
British Virgin Islands
|
|
11
|
Uniglobe Securities Limited (“
Uniglobe
”)
|
British Virgin Islands
|
|
|
Name
|
Citizenship
|
|
8
|
LIN, Yung-Chieh
|
Republic of China
|
|
9
|
CHANG Jr-Neng
|
Republic of China
|
|
10
|
LEE Fu Chi
|
New Zealand
|
|
11
|
Chun Mei CHEN De Chang
|
Dominican Republic
|
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended by adding the following to the table setting forth each Reporting Person’s interest in the securities of the Issuer:
|
|
Name of Reporting Person
|
Ordinary Shares in which the Reporting Person has shared voting and dispositive power*
|
Beneficial Ownership Percentage
|
|
8
|
Middlesex
|
12,497,999
|
5.64%
|
|
8a
|
LIN, Yung-Chieh
|
12,497,999
|
5.64%
|
|
9
|
Rich Dragon
|
12,540,000
|
5.66%
|
|
9a
|
CHANG Jr-Neng
|
12,540,000
|
5.66%
|
|
10
|
Nutronics
|
12,550,656
|
5.66%
|
|
10a
|
LEE Fu Chi
|
12,550,656
|
5.66%
|
|
11
|
Uniglobe
|
13,128,371
|
5.92%
|
|
11a
|
Chun Mei CHEN De Chang
|
13,128,371
|
5.92%
|
* including ordinary shares and underlying ADSs.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The following is hereby added after the second paragraph in Item 6 of the Original Statement:
“On July 8, 2016, Middlesex, Rich Dragon, Nutronics, and Uniglobe executed and delivered a Deed of Adherence to the Consortium Agreement, pursuant to which each of Middlesex, Rich Dragon, Nutronics, and Uniglobe became a party to the Consortium Agreement and thus a member of the Consortium. Copies of the Deeds of Adherence executed and delivered by Middlesex, Rich Dragon, Nutronics, and Uniglobe are attached hereto as Exhibits 4, 5, 6 and 7 respectively, and are incorporated herein by reference.”
On July 8, 2016, the Original Reporting Persons and Additional Reporting Persons entered into a Joinder Agreement (the “
Joinder Agreement
”) to the Joint Filing Agreement, as defined and described in the Schedule 13D, pursuant to which they agreed to be bound by the terms and conditions set forth therein, including, among other things, the joint filing on behalf of each party of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer. A copy of the Joinder Agreement is attached hereto as Exhibit 8 and is incorporated herein by reference.”
Item 7. Material to Be Filed as Exhibits
Item 7 of the Original Statement is hereby amended and supplemented to add the following exhibits:
|
Exhibit 4
|
Deed of Adherence to the Consortium Agreement by and between
Middlesex
, Rich Dragon, Nutronics and Uniglobe dated July 8, 2016.
|
|
Exhibit 5
|
Joinder Agreement to the Joint Filing Agreement by and between the Original Reporting Persons and the Additional Reporting Persons, dated July 8, 2016.
|
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.
July 8, 2016
SURREY GLORY INVESTMENTS LIMITED
By:
/s/
CHANG Yung Sen
Name: CHANG Yung Sen
Its: Sole director
CHANG YUNG SEN
/s/
CHANG Yung Sen
SUPERNOVA INVESTMENT INC.
By:
/s/
CHEN, Hsuan-Wen
Name: CHEN, Hsuan-Wen (aka Niccolo CHEN)
Its: Sole director
CHEN, HSUAN-WEN (aka NICCOLO CHEN)
/s/ CHEN, Hsuan-Wen
TONGTONG INVESTMENT HOLDING CO., LTD.
By:
/s/
LEE, Yun-Chin
Name: LEE, Yun-Chin
Its: Sole director
LEE, YUN-CHIN
/s/
LEE, Yun-Chin