|CUSIP No. 72815L 107
||Page 13 of 14 Pages
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as
(a) — (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
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
(c) Except as disclosed in this Schedule 13D, the Reporting Persons
have not affected any transactions during the past 60 days in
(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
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.
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