SCHEDULE 13D
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| CUSIP No. 72815L 107 |
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Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) — (b)
(b)
The aggregate percentage of Shares reported beneficially owned by each person named herein is determined in accordance with SEC rules and is
based upon 412,642,934 outstanding Shares as disclosed by the Issuer as of August 5, 2022 in its Schedule TO-I, as filed with the SEC on August 29, 2022. The applicable SEC rules generally attribute beneficial ownership of securities to persons who
possess sole or shared voting power or investment power with respect to those securities.
As of the date of this filing, PHUKII directly
owns 212,204,935 Shares and has voting control over 18,887,659 Shares directly owned by Hazlet. PHUKII is wholly owned by Alpha. Shanghai Cibi owns a 71.68% interest in the ordinary shares of PHUKII owned by Alpha. 100% of the economic rights of
Shanghai Cibi are wholly owned by Shanghai Jukun. Giant directly and indirectly owns 49.0% of the economic interests of Shanghai Jukun. Giant Investment owns 51.0% of the economic interests of Shanghai Jukun and 27.87% of the economic interests of
Giant through its wholly-owned subsidiary Shanghai Giant Investment Management Co., Ltd. Yuzhu Shi owns 97.86% of the economic interests of Giant Investment and may be deemed to beneficially own all of the Shares owned by PHUKII. Hazlet owns a
26.54% interest in the ordinary shares of PHUKII owned by Alpha. Shanghai Cibi, pursuant to the voting agreements previously disclosed, controls the voting of all the Shares owned by Alpha. The equity interests of Alpha are also pledged to certain
third-party lenders. All of Hazlet’s economic interests of Alpha are in turn owned by Equal Sino Limited, which is in turn wholly owned by Jing Shi, Yuzhu Shi’s daughter. Shanghai Cibi further has the sole right to vote an additional
2,254,400 Shares pursuant to the voting agreements described in Item 6.
In addition, Giant further has the right to vote an additional 13,067,200 Shares
held by certain stockholders of the Issuer that received equity of the Issuer pursuant to the Issuer’s 2020 Incentive Award Plan (the “Employee Stockholders”).
(c) Except as disclosed in this Schedule 13D, the Reporting Persons have not affected any transactions during the past 60 days in any Shares.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
Tender Agreement
As a condition to the
Issuer’s willingness to commence the Offer, the Reporting Persons have agreed to enter into a Tender Agreement, dated as of August 26, 2022, by and among the Issuer and the Reporting Persons (the “Tender
Agreement”). Pursuant to the Tender Agreement, PHUKII and Hazlet (the “Holders”) have agreed to tender into the Offer at least 211,711,155 of their Shares (the “Subject Shares”) pursuant
to and in accordance with the terms of the Offer and not withdraw the Subject Shares except as permitted under the terms of the Tender Agreement, including to allow the Reporting Persons to withdraw any of the Subject Shares as necessary to ensure a
“Change in Control” under the Issuer’s 2021-2024 Retention Plan does not occur and to allow the Reporting Persons to maintain an ownership of 51.7% on a fully diluted basis as defined in the Tender Agreement. The Tender Agreement also
includes certain representations and warranties of the Giant/Alpha Group relating to the Giant/Alpha Group’s debt obligations and the transactions contemplated by that certain stock purchase agreement, dated June 27, 2022 and amended on
August 24, 2022 between PHUKII and Joffre Palace Holdings Limited. The Tender Agreement further provides for various indemnification obligations of the Giant/Alpha Group in connection with the Offer.
Voting Agreement
On August 29, 2022,
Hazlet (i) terminated its previously disclosed voting power of attorney with Shanghai Cibi and (ii) entered into a voting power of attorney with PHUKII in the form attached hereto as Exhibit 99.10, pursuant to which Hazlet granted PHUKII the sole
right to vote all shares of the Issuer owned by it.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented as follows: