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).
CUSIP No. 43113X101
|
Page
1
of 12
|
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)
o
|
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
5,125,008
(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
5,125,008
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,125,008
(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.8%
(2)
|
14
|
TYPE OF REPORTING PERSON
IN
|
(1) Includes 3,141,361 shares of Common
Stock held directly or indirectly by Mr. Dang Yu (George) Pan and 1,983,647 shares of Common Stock held directly or indirectly
by the other Reporting Persons (as defined below), in each case including (i) Common Stock, including restricted Common Stock,
and (ii) Common Stock issuable within 60 days after the date hereof upon exercise of certain options of the Issuer. Advance Pride
International Limited, a British Virgin Islands company, is 100% owned by Mr. Dang Yu (George) Pan, and Mr. Pan is the sole director
of Advance Pride International Limited. Advance Pride International Limited directly holds 269,959 shares of Common Stock of the
Issuer. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, Mr. Pan may be deemed to beneficially own all
of the shares held by Advance Pride International Limited in the Issuer and share with Advance Pride International Limited the
voting power and dispositive power of such shares. See Item 5.
(2) Such percentage is based upon a total
of 15,642,704 shares of Common Stock, including (i) 15,567,953 shares of Common Stock issued and outstanding as of June 27, 2019,
as represented by the Issuer in the Agreement and Plan of Merger, dated as of June 28, 2019, among HPJ Parent Limited, an exempted
company with limited liability incorporated under the laws of the Cayman Islands, HPJ Merger Sub Corp., a Delaware corporation
and a wholly owned subsidiary of HPJ Parent Limited, and the Issuer, which agreement is filed herewith as Exhibit 7.05, and (ii)
74,751 shares of Common Stock issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held
by the Reporting Persons.
CUSIP No. 43113X101
|
Page
2
of 12
|
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)
o
|
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
269,959
(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
269,959
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
269,959
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
(2)
|
14
|
TYPE OF REPORTING PERSON
CO
|
(1) Advance Pride International Limited
is 100% owned by Mr. Dang Yu (George) Pan, and Mr. Pan is the sole director of Advance Pride International Limited. Pursuant to
Section 13(d) of the Act and the rules promulgated thereunder, Mr. Pan may be deemed to beneficially own all of the shares held
by Advance Pride International Limited in the Issuer and share with Advance Pride International Limited the voting power and dispositive
power of such shares. See Item 5.
(2) Such percentage is based upon 15,567,953
shares of Common Stock issued and outstanding as of June 27, 2019, as represented by the Issuer in the Agreement and Plan of Merger,
dated as of June 28, 2019, among HPJ Parent Limited, an exempted company with limited liability incorporated under the laws of
the Cayman Islands, HPJ Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of HPJ Parent Limited, and the
Issuer, which agreement is filed herewith as Exhibit 7.05.
CUSIP No. 43113X101
|
Page
3
of 12
|
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)
o
|
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
5,125,008
(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
5,125,008
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,125,008
(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.8%
(2)
|
14
|
TYPE OF REPORTING PERSON
IN
|
(1) Includes 1,519,805 shares of Common
Stock held directly or indirectly by Mr. Wen Liang Li and 3,605,203 shares of Common Stock held directly or indirectly by the
other Reporting Persons, in each case including (i) Common Stock, including restricted Common Stock, and (ii) Common Stock issuable
within 60 days after the date hereof upon exercise of certain options of the Issuer. See Item 5.
(2) Such percentage is based upon a total
of 15,642,704 shares of Common Stock, including (i) 15,567,953 shares of Common Stock issued and outstanding as of June 27, 2019,
as represented by the Issuer in the Agreement and Plan of Merger, dated as of June 28, 2019, among HPJ Parent Limited, an exempted
company with limited liability incorporated under the laws of the Cayman Islands, HPJ Merger Sub Corp., a Delaware corporation
and a wholly owned subsidiary of HPJ Parent Limited, and the Issuer, which agreement is filed herewith as Exhibit 7.05, and (ii)
74,751 shares of Common Stock issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held
by the Reporting Persons.
CUSIP No. 43113X101
|
Page
4
of 12
|
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)
o
|
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
5,125,008
(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
5,125,008
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,125,008
(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.8%
(2)
|
14
|
TYPE OF REPORTING PERSON
IN
|
(1) Includes 463,842 shares of Common
Stock held directly or indirectly by Mr. Wen Wei Ma and 4,661,166 shares of Common Stock held directly or indirectly by the other
Reporting Persons, in each case including (i) Common Stock, including restricted Common Stock, and (ii) Common Stock issuable
within 60 days after the date hereof upon exercise of certain options of the Issuer. See Item 5.
(2) Such percentage is based upon a total
of 15,642,704 shares of Common Stock, including (i) 15,567,953 shares of Common Stock issued and outstanding as of June 27, 2019,
as represented by the Issuer in the Agreement and Plan of Merger, dated as of June 28, 2019, among HPJ Parent Limited, an exempted
company with limited liability incorporated under the laws of the Cayman Islands, HPJ Merger Sub Corp., a Delaware corporation
and a wholly owned subsidiary of HPJ Parent Limited, and the Issuer, which agreement is filed herewith as Exhibit 7.05, and (ii)
74,751 shares of Common Stock issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held
by the Reporting Persons.
CUSIP No. 43113X101
|
Page
5
of 12
|
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
5,050,257
(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
5,050,257
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
5,050,257
(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
32.4%
(2)
|
14
|
TYPE OF REPORTING PERSON
CO
|
(1) Includes 5,050,257 shares
of Common Stock held directly or indirectly by the other Reporting Persons, including restricted Common Stock. HPJ Parent Limited
is controlled by Mr. Dang Yu (George) Pan, and Mr. Pan is a director of HPJ Parent Limited. Pursuant to the Equity Contribution
and Voting Agreement as described in Item 4, HPJ Parent Limited has the irrevocable proxy to vote the Rollover Shares (as defined
below) held by the other Reporting Persons as indicated in the Equity Contribution and Voting Agreement. Pursuant to Section 13(d)
of the Act and the rules promulgated thereunder, HPJ Parent Limited may be deemed to beneficially own all of the Rollover Shares
held by the other Reporting Persons in the Issuer and share with the other Reporting Persons the voting power and dispositive
power of such shares. See Item 5.
(2) Such percentage is based
upon a total of 15,567,953 shares of Common Stock issued and outstanding as of June 27, 2019, as represented by the Issuer in
the Agreement and Plan of Merger, dated as of June 28, 2019, among HPJ Parent Limited, an exempted company with limited liability
incorporated under the laws of the Cayman Islands, HPJ Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary
of HPJ Parent Limited, and the Issuer, which agreement is filed herewith as Exhibit 7.05.
CUSIP No. 43113X101
|
Page
6
of 12
|
EXPLANATORY
NOTE
This Amendment No. 6 to Schedule 13D ("Amendment No. 6") is being jointly filed by Dang Yu (George)
Pan, Advance Pride International Limited, Wen Liang Li, Wen Wei Ma and HPJ Parent Limited (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 and Amendment No. 5 to Schedule 13D filed with the SEC on April 24,
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.
|
The first paragraph of (a) — (c) and
(f) of Item 2 is amended and restated as follows.
(a) —
(c) and (f) This Schedule 13D is filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under
Section 13 of the Act. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group”
within the meaning of Rule 13d-5(b) under the Act by reason of the Proposal Letter, the Consortium Agreement, the Supplemental
Letter, the Merger Agreement, the Equity Contribution and Voting Agreement and the Interim Investors Agreement as described in
Item 4 below. Each Reporting Person (other than Advance Pride, and other than HPJ Parent Limited which may be deemed to beneficially
own only 5,050,257 shares of Common Stock) may be deemed to beneficially own the total of 5,125,008 shares of Common Stock beneficially
owned by all the Reporting Persons because they may be deemed to constitute a “group.” Each Reporting Person expressly
disclaims beneficial ownership of any Common Stock directly or indirectly held by the other Reporting Persons, and does not affirm
membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with the other Reporting Persons, and
this Schedule 13D shall not be construed as acknowledging that any of the Reporting Persons beneficially owns any Common Stock
directly or indirectly held by the other Reporting Persons or any other person or is a member of a group with the other Reporting
Persons or any other person. Information with respect to each of the Reporting Persons is given solely by such Reporting Person,
and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting
Persons, except as otherwise provided in Rule 13d-1(k).
Item 2 is further
supplemented by adding the following:
HPJ
Parent Limited (“Parent”) is an exempted company incorporated with limited liability under the laws of the Cayman
Islands. Parent is currently controlled by Mr. Pan. Mr. Pan and Mr. Haoyi Yang are the directors of Parent. Parent was formed
as a transaction vehicle for the Transactions (as defined below), and its principal business is investment holding. The address
of the principal office of Parent is 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002,
Cayman Islands. Mr. Haoyi Yang is a Hong Kong resident. His business address is 39/F, One Exchange Square, Central, Hong Kong,
and his present principal occupation is the management director of Essence International Financial Holdings Ltd., which engages
in financial services and whose business address is 39/F, One Exchange Square, Central, Hong Kong.
During the
five years preceding the date of this filing, neither Parent, nor to Parent’s knowledge, Mr. Haoyi Yang has not 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:
Merger Agreement
On June 28,
2019, (i) Parent, (ii) HPJ Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”)
and (iii) the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for the merger
of Merger Sub with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a wholly-owned subsidiary
of Parent. Parent is or will be owned by Mr. Dang Yu (George) Pan, Chairman of the Board of Directors and Chief Executive Officer
and stockholder of the Issuer, Mr. Wen Liang Li, a director and stockholder of the Issuer, Mr. Wen Wei Ma, a stockholder of the
Company, and Essence International Capital Limited, a company incorporated in Hong Kong (“Essence”).
Subject to the terms
and conditions of the Merger Agreement, at the effective time of the Merger (“Effective Time”), each share of Common
Stock issued and outstanding immediately prior to the Effective Time, other than shares of the Common Stock held by (a) Messrs.
Pan, Li or Ma or their respective affiliates (collectively, 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, will be converted into the right to receive US$4.80 in cash without interest (the “Merger
Consideration”).
CUSIP No. 43113X101
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Page
7
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|
Pursuant to the Merger
Agreement, at the Effective Time, each stock option to purchase shares of the Common Stock (each, an “Option”) that
is outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) will be canceled and converted
into the right to receive, on the next regularly scheduled employee payroll date in the jurisdiction of the holder of such Option,
an amount in cash equal to the product of the excess, if any, of the Merger Consideration over the exercise price per share of
the Option. Each outstanding Option that has an exercise price equal to or greater than the Merger Consideration will be cancelled
without the right to receive any consideration. At the Effective Time and following the contribution of the Rollover Shares (as
hereinafter defined) to Parent, each unvested restricted share of Common Stock granted pursuant to an incentive award that is
outstanding immediately prior to the Effective Time will be treated in the same manner as outstanding shares of Common Stock at
the Effective Time, as previously described herein.
Consummation of the Merger is subject to various
closing conditions, including, among others, (1) the adoption of the Merger Agreement by the affirmative vote of the holders of
(a) at least a majority of all outstanding shares of Common Stock and (b) at least a majority of all outstanding shares of Common
Stock 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 (together, the “Company Stockholder Approval”), (2) the absence
of any law or order that enjoins, restrains, prohibits or otherwise makes illegal the consummation of the Merger and the transactions
contemplated by the Merger Agreement (the “Transactions”), and (3) obtaining any material consents, approvals or other
authorizations of any governmental authority required to consummate the Transactions (the “Governmental Approvals”).
Each party’s obligation to consummate the Merger also is subject to certain additional conditions that include the accuracy
of the other party’s representations and warranties contained in the Merger Agreement (subject to certain materiality qualifiers)
and the other party’s compliance with its covenants and agreements contained in the Merger Agreement in all material respects.
The Issuer, Parent and
Merger Sub have made customary representations and warranties in the Merger Agreement. Many of the representations made by the
Issuer are subject to, and qualified by, a “Company Material Adverse Effect” standard. The Company has agreed to various
customary covenants and agreements, including, among others, (1) agreements to conduct its business in the ordinary course during
the period between the execution of the Merger Agreement and the Effective Time, (2) not to engage in certain kinds of transactions
during this period, (3) to convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder
Approval and (4) subject to certain exceptions, not to withhold, withdraw, amend or modify in a manner adverse to Parent, or publicly
propose to withhold, withdraw, amend or modify in a manner adverse to Parent the recommendation of the Board that the Issuer’s
stockholders approve the Merger Agreement.
Pursuant to the Merger
Agreement, until the Effective Time or, if earlier, the termination of the Merger Agreement, the Issuer is subject to customary
“no-shop” restrictions on its ability to solicit and engage in discussions and negotiations with respect to alternative
Acquisition Proposals (as defined in the Merger Agreement). Notwithstanding this limitation, the Issuer may under certain circumstances
provide information to and participate in discussions or negotiations with third parties with respect to any unsolicited alternative
Acquisition Proposal, subject to the limitations and requirements set forth in the Merger Agreement, including that, the Board
has determined that (1) the Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal
(as defined in the Merger Agreement), and (2) in light of such Superior Proposal, the failure to take such action would be reasonably
likely to be inconsistent with its fiduciary duties under applicable law.
The Merger Agreement
contains certain termination rights for the Issuer and Parent, including to enter into an agreement with respect to a Superior
Proposal. Upon termination of the Merger Agreement under specified circumstances, including in connection with entry into an agreement
with respect to a Superior Proposal, the Issuer will be required to pay Parent (or its designee) a termination fee of $2,365,000.
The Merger Agreement also provides that Parent will be required to pay the Issuer (or its designee) a termination fee of $4,730,000
in certain other circumstances, including in connection with a termination by the Issuer as a result of a breach by Parent or
Merger Sub of its representations, warranties, covenants and agreements set forth in the Merger Agreement or the failure of Parent
to fund the Exchange Fund (as defined in the Merger Agreement) when all other conditions to closing the Transactions have been
satisfied. Subject to certain limitations, either party may terminate the Merger Agreement if the Merger is not consummated by
December 31, 2019, as may be extended automatically for three months in order to obtain the Governmental Approvals.
If the transactions
contemplated by the Merger Agreement are consummated, the Issuer will become a privately-held company beneficially owned by Parent,
and its Common Stock will no longer be listed on the Nasdaq Stock Market LLC (Nasdaq Global Market).
CUSIP No. 43113X101
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Page
8
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Equity Contribution and Voting Agreement
Concurrently with the
execution of the Merger Agreement, the Rollover Stockholders entered into an Equity Contribution and Voting Agreement with Parent
(the “Equity Contribution and Voting Agreement”), pursuant to which each of the Rollover Stockholders agreed to, immediately
prior to the closing of the Merger, contribute certain Common Stock beneficially owned by it (which represent approximately 32%
of the Issuer’s total issued and outstanding shares of Common Stock, the “Rollover Shares”) to Parent in exchange
for newly issued shares of common stock of Parent, par value $0.0001 per share.
In addition,
pursuant to the Equity Contribution and Voting Agreement, the Rollover Stockholders also agreed with Parent that, until the Effective
Time or the termination of the Merger Agreement, (i) when a meeting of the shareholders of the Issuer is held, to appear at such
meeting or otherwise cause their Rollover Shares to be counted as present for purposes of calculating a quorum and ensure any
vote at such meeting will be a poll vote and (ii) to vote or otherwise cause to be voted at such meeting all of their Rollover
Shares (A) in favor of the adoption of the Merger Agreement and any related action reasonably required in furtherance thereof,
(B) against any other Acquisition Proposal, (C) against any other action, agreement or transaction that is intended, that could
reasonably be expected, or the effect of which could reasonably be expected, to impede, interfere with, delay, postpone, discourage
or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or the Equity Contribution
and Voting Agreement or the performance by such Rollover Stockholder of its obligations under the Equity Contribution and Voting
Agreement, (D) against any action, proposal, transaction or agreement that would result in a breach of any covenant, representation
or warranty or any other obligation or agreement of the Issuer contained in the Merger Agreement, or of such Rollover Stockholder
contained in the Equity Contribution and Voting Agreement, (E) in favor of any adjournment of any shareholders’ meeting
as may be requested by Parent and (F) in favor of any other matter necessary to the consummation of the transactions contemplated
by the Merger Agreement. Under the Equity Contribution and Voting Agreement, each Rollover Stockholder appointed Parent and any
other designee of Parent such Rollover Stockholder’s irrevocable (for the period until termination of the Equity Contribution
and Voting Agreement in accordance with its terms) proxy and attorney-in-fact (with full power of substitution) to vote its respective
Rollover Shares as indicated above.
Furthermore, in connection
with the consummation of the Transactions and pursuant to a subscription agreement to be entered into by Mr. Dang Yu (George)
Pan and Parent, upon the terms and subject to the conditions of such subscription agreement, Mr. Pan will contribute, or cause
to be contributed, as an equity contribution to Parent, an aggregate amount equal to US$2,000,000 in exchange for newly issued
shares of common stock of Parent, par value $0.0001 per share.
Equity Commitment Letter
Concurrently with the
execution of the Merger Agreement, Essence entered into an Equity Commitment Letter (the “Equity Commitment Letter”)
with Parent, pursuant to which Essence committed, on the terms and subject to the conditions set forth therein, to contribute,
or cause to be contributed, as an equity contribution to Parent, an aggregate amount equal to US$51,136,733.00, which, to the
extent necessary, will be used to (i) fund a portion of the Exchange Fund and any other amounts required to be paid by Parent
or Merger Sub pursuant to the Merger Agreement and (ii) pay related fees and expenses or reimbursements of expenses (subject to
certain exclusions).
Limited Guarantee
Concurrently with the
execution of the Merger Agreement, Essence entered into a Limited Guarantee (the “Limited Guarantee”) with the Issuer,
pursuant to which Essence guaranteed to the Issuer, on the terms and subject to the conditions set forth therein, 100% of Parent’s
obligation to (i) pay the Parent Termination Fee (as defined under the Merger Agreement) if and when required pursuant to Section
9.03(c) of the Merger Agreement, (ii) the reimbursement obligations pursuant to Section 9.03(e) of the Merger Agreement, (iii)
the indemnification and expense reimbursement obligations of Parent pursuant to Section 7.14 of the Merger Agreement, (iv) all
costs and expenses (including attorney’s fees and expenses) reasonably incurred by the Issuer in connection with the enforcement
of its rights under Section 10.06 of the Merger Agreement that results in a judgment against Parent, Merger Sub or Essence, and
(v) the costs of collection and reasonable expenses (including attorneys’ fees) incurred by the Issuer in connection with
the Issuer’s enforcement of its rights under the Limited Guarantee (collectively, the “Guaranteed Obligation”).
Essence will in no event be required to pay more than US$5,000,000 under or in respect of the Limited Guarantee.
The Limited Guarantee
will terminate upon the earliest to occur of (i) the closing (as defined under the Merger Agreement), (ii) the payment in full
of the Guaranteed Obligation, (iii) the date that is six (6) months from the date of termination of the Merger Agreement under
circumstances in which any portion of the Guaranteed Obligation is payable (unless the Issuer has made a claim under the Limited
Guarantee prior to such date, in which case the relevant date shall be the date that such claim is finally settled or otherwise
resolved either in a final judicial determination or by agreement of the Issuer and Essence and the Guaranteed Obligation finally
determined or agreed to be owed by Essence is satisfied in full) and (iv) the termination of the Merger Agreement under circumstances
in which no portion of the Guaranteed Obligation is payable.
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Interim Investors Agreement
Concurrently with the
execution of the Merger Agreement, the Rollover Stockholders and Essence entered into an interim investors agreement (the “Interim
Investors Agreement”) with Parent and Merger Sub, which provides for certain terms and conditions that will govern the actions
of Parent and Merger Sub and the relationship among the Rollover Stockholders and Essence with respect to the Merger Agreement,
the Equity Commitment Letter, the Equity Contribution and Voting Agreement and the Limited Guarantee, and the transactions contemplated
by each.
Among others, the Interim
Investors Agreement provides that, subject to certain conditions and restrictions, (i) each of Mr. Dang Yu (George) Pan and Essence
(the “Requisite Investors”) acting jointly will have the sole power, authority and discretion to cause Parent and
Merger Sub to take any action or refrain from taking any action in order for Parent and Merger Sub to comply with its obligations,
satisfy its closing conditions or exercise its rights under the Merger Agreement, and (ii) Parent will, at the direction of the
Requisite Investors, enforce the provisions of the Equity Commitment Letter and the Equity Contribution and Voting Agreement in
accordance with the terms of the Merger Agreement, the Equity Commitment Letter and the Equity Contribution and Voting Agreement.
The descriptions of
the Merger Agreement, the Equity Contribution and Voting Agreement, the Equity Commitment Letter, the Limited Guarantee and the
Interim Investors Agreement 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, the Equity Contribution and Voting Agreement, the Equity Commitment Letter,
the Limited Guarantee and the Interim Investors Agreement, which have been filed as Exhibits 7.05, 7.06, 7.07, 7.08 and 7.09 respectively
to this statement and are incorporated herein by this reference in their entirety.
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Item
5.
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Interest
in Securities of the Company.
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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. 6 and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby
incorporated herein by reference.
(a) As of the date hereof,
Mr. Dang Yu (George) Pan beneficially owns, excluding the Common Stock directly or indirectly held by the other Reporting Persons
(other than Advance Pride), an aggregate of 3,141,361 shares of Common Stock, comprising (i) 2,871,402 shares of Common Stock,
including 48,588 shares of Common Stock issuable within 60 days after the date hereof upon exercise of certain options of the
Issuer, directly held by Mr. Pan, and (ii) 269,959 shares of Common Stock indirectly held by Mr. Pan through Advance Pride, which
Common Stock in (i) and (ii) collectively represent approximately 20.1% of the outstanding shares of Common Stock. Advance Pride,
a British Virgin Islands company, is 100% owned by Mr. Pan, and Mr. Pan is the sole director of Advance Pride. Pursuant to Section
13(d) of the Act and the rules promulgated thereunder, Mr. Pan may be deemed to beneficially own all of the shares held by Advance
Pride in the Issuer. The above disclosure of percentage information was calculated based on a total of 15,616,541 shares of Common
Stock, including (i) 15,567,953 shares of Common Stock issued and outstanding as of June 27, 2019, as represented by the Issuer
in the Merger Agreement, and (ii) 48,588 shares of Common Stock issuable within 60 days after the date hereof upon exercise of
certain options of the Issuer held by Mr. Pan.
As of the date hereof,
Advance Pride directly holds 269,959 shares of Common Stock, which represent approximately 1.7% of the outstanding shares of Common
Stock. The above disclosure of percentage information was calculated based on 15,567,953 shares of Common Stock issued and outstanding
as of June 27, 2019, as represented by the Issuer in the Merger Agreement.
As of the date hereof,
Mr. Wen Liang Li beneficially owns, excluding the Common Stock directly or indirectly held by the other Reporting Persons, 1,519,805
shares of Common Stock, including 18,688 shares of Common Stock issuable within 60 days after the date hereof upon exercise of
certain options of the Issuer and representing approximately 9.8% of the outstanding shares of Common Stock. The above disclosure
of percentage information was calculated based on a total of 15,586,641 shares of Common Stock, including (i) 15,567,953 shares
of Common Stock issued and outstanding as of June 27, 2019, as represented by the Issuer in the Merger Agreement, and (ii) 18,688
shares of Common Stock issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by Mr.
Li.
As of the date hereof,
Mr. Wen Wei Ma beneficially owns, excluding the Common Stock directly or indirectly held by the other Reporting Persons, 463,842
shares of Common Stock, including 7,475 shares of Common Stock issuable within 60 days after the date hereof upon exercise of
certain options of the Issuer and representing approximately 3.0% of the outstanding shares of Common Stock. The above disclosure
of percentage information was calculated based on a total of 15,575,428 shares of Common Stock, including (i) 15,567,953 shares
of Common Stock issued and outstanding as of June 27, 2019, as represented by the Issuer in the Merger Agreement, and (ii) 7,475
shares of Common Stock issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by Mr.
Ma.
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As of the date hereof, excluding the Common
Stock directly or indirectly held by the other Reporting Persons, neither Parent nor Mr. Haoyi Yang beneficially owns any share
of Common Stock.
Pursuant to Rule 13d-5(b) of the Act, the
Reporting Persons (other than Advance Pride, and other than Parent which may be deemed to beneficially own only 5,050,257 shares
of Common Stock) may be deemed, by reason of the Proposal Letter, the Consortium Agreement, the Supplemental Letter, the Merger
Agreement and the Equity Contribution and Voting Agreement as described in Item 4 above, to beneficially own the total of 5,125,008
shares of Common Stock beneficially owned by all the Reporting Persons, as a “group” (within the meaning of Rule 13d-5(b)
under the Act), which constitute approximately 32.8% of the outstanding shares of Common Stock. The above disclosure of percentage
information was calculated based on a total of 15,642,704 shares of Common Stock, including (i) 15,567,953 shares of Common Stock
issued and outstanding as of June 27, 2019, as represented by the Issuer in the Merger Agreement, and (ii) 74,751 shares of Common
Stock issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons.
(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.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Company.
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Items 6 is amended and restated as follows.
The information regarding
the Proposal Letter, the Consortium Agreement, the Supplemental Letter, the Merger Agreement, the Equity Contribution and Voting
Agreement, the Equity Commitment Letter, the Limited Guarantee and the Interim Investors Agreement under Item 4 is incorporated
herein by reference in its entirety.
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Item
7.
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Material
to be Filed as Exhibits.
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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.
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*
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Previously filed on March 15, 2019.
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**
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Previously filed on April 24, 2019.
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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. 6 to Schedule 13D is true, complete and correct.
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Date:
July 2, 2019
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/s/
Dang Yu (George) Pan
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Dang
Yu (George) Pan
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Advance
Pride International Limited
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By:
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/s/
Dang Yu (George) Pan
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Name:
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Dang
Yu (George) Pan
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Title:
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Director
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/s/
Wen Liang Li
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Wen
Liang Li
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/s/
Wen Wei Ma
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Wen
Wei Ma
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HPJ
Parent Limited
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By:
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/s/
Dang Yu (George) Pan
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Name:
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Dang
Yu (George) Pan
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Title:
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Director
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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.
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*
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Previously filed on March 15, 2019.
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**
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Previously filed on April 24, 2019.
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