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13D Filing: Shah Capital Management and Utstarcom Holdings Corp. (NASDAQ:UTSI)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Shah Capital Opportunity Fund 0 7,550,000 0 7,550,000 7,550,000 21.3%
Himanshu H. Shah 0 7,550,000 0 7,550,000 7,550,000 21.3%
Hong Liang Lu 1,158,346 0 1,158,346 0 1,158,346 3.3%
Lu Charitable Remainder Trust 26,925 0 26,925 0 26,925 0.1%
Lu Family Trust 16,408 0 16,408 0 16,408 0.0%
The Lu Family Limited Partnership 76,333 0 76,333 0 76,333 0.2%
Tenling Ti 180,596 0 180,596 0 180,596 0.5%
Himanshu H. Shah
Himanshu H. Shah
Shah Capital Management

Page 1 of 16 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE
13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 18)*

 

 

UTSTARCOM
HOLDINGS CORP.

(Name of Issuer)

Ordinary Shares, par value US$0.00375 per share

(Title of Class of Securities)

918076100

(CUSIP Number)

Shah Capital Management

8601 Six Forks Road, Suite 630

Raleigh, NC 27615

Telephone: +1 (919) 719-6360

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 31, 2017

(Date of
Event Which Requires Filing of this Statement)

 

 

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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following
box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §
240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.

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).

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Page 2 of 16 – SEC Filing


SCHEDULE 13D/A

CUSIP No. 918076100
  1 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Shah Capital Opportunity Fund
LP

  2

CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☒

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (See
Instructions)

    OO

  5

CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ☐

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7 

SOLE VOTING POWER

    0

  8

SHARED VOTING POWER

    7,550,000

  9

SOLE DISPOSITIVE POWER

    0

10

SHARED DISPOSITIVE POWER

    7,550,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    7,550,0001

12

CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ☐

13

PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)

    21.3%2

14

TYPE OF REPORTING PERSON (See
Instructions)

    PN

1 Includes 7,550,000 Ordinary Shares. Shah Capital LLC is the general partner of Shah Opportunity. Mr. Shah is the managing member of Shah Capital LLC.
2 Percentage calculated based on 35,400,000 Ordinary Shares outstanding.

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Page 3 of 16 – SEC Filing


SCHEDULE 13D/A

CUSIP No. 918076100
  1 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Himanshu H. Shah

  2

CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☒

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (See
Instructions)

    OO

  5

CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ☐

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7 

SOLE VOTING POWER

    0

  8

SHARED VOTING POWER

    7,550,000

  9

SOLE DISPOSITIVE POWER

    0

10

SHARED DISPOSITIVE POWER

    7,550,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,550,0003

12

CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ☐

13

PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)

    21.3%4

14

TYPE OF REPORTING PERSON (See
Instructions)

    IN

3 Includes 7,550,000 Ordinary Shares owned by Shah Opportunity. Shah Capital LLC is the general partner of Shah Opportunity. Mr. Shah is the managing member of Shah Capital LLC.
4 Percentage calculated based on 35,400,000 Ordinary Shares outstanding.

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Page 4 of 16 – SEC Filing


SCHEDULE 13D/A

CUSIP No. 918076100
  1 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Hong Liang Lu

  2

CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☒

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (See
Instructions)

    OO

  5

CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ☐

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7 

SOLE VOTING POWER

    1,158,346

  8

SHARED VOTING POWER

    0

  9

SOLE DISPOSITIVE POWER

    1,158,346

10

SHARED DISPOSITIVE POWER

    0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,158,3465

12

CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ☐

13

PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)

    3.3%6

14

TYPE OF REPORTING PERSON (See
Instructions)

    IN

5 Includes (i) 1,038,680 Ordinary Shares, (ii) 26,925 Ordinary Shares registered in the name of Lu Charitable Remainder Trust, of which Mr. Lu is the trustee, (iii) 16,408 Ordinary Shares registered in the name of
the Lu Family Trust, of which Mr. Lu is a trustee and of which Mr. Lu and his spouse are beneficiaries, (iv) 76,333 Ordinary Shares registered in the name of The Lu Family Limited Partnership, of which Mr. Lu is a general partner.
6 Percentage calculated based on 35,400,000 Ordinary Shares outstanding.

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Page 5 of 16 – SEC Filing


SCHEDULE 13D/A

CUSIP No. 918076100
  1 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Lu Charitable Remainder
Trust

  2

CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☒

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (See
Instructions)

    OO

  5

CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ☐

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

    California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7 

SOLE VOTING POWER

    26,925

  8

SHARED VOTING POWER

    0

  9

SOLE DISPOSITIVE POWER

    26,925

10

SHARED DISPOSITIVE POWER

    0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    26,9257

12

CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ☐

13

PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)

    0.1%8

14

TYPE OF REPORTING PERSON (See
Instructions)

    OO

7 Includes 26,925 Ordinary Shares. Mr. Lu is the trustee of Lu Charitable Trust.
8 Percentage calculated based on 35,400,000 Ordinary Shares outstanding.

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Page 6 of 16 – SEC Filing


SCHEDULE 13D/A

CUSIP No. 918076100
  1 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Lu Family Trust

  2

CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☒

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (See
Instructions)

    OO

  5

CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ☐

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

    California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7 

SOLE VOTING POWER

    16,408

  8

SHARED VOTING POWER

    0

  9

SOLE DISPOSITIVE POWER

    16,408

10

SHARED DISPOSITIVE POWER

    0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    16,4089

12

CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ☐

13

PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)

    0.0%10

14

TYPE OF REPORTING PERSON (See
Instructions)

    OO

9 Includes 16,408 Ordinary Shares. Mr. Lu is a trustee of Lu Family Trust, of which Mr. Lu and his spouse are beneficiaries.
10 Percentage calculated based on 35,400,000 Ordinary Shares outstanding.

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Page 7 of 16 – SEC Filing


SCHEDULE 13D/A

CUSIP No. 918076100
  1 

NAME OF
REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

The Lu Family Limited Partnership

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)

(a)  ☐        (b)  ☒

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (See Instructions)

    OO

  5

CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ☐

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7 

SOLE VOTING POWER

    76,333

  8

SHARED VOTING POWER

    0

  9

SOLE DISPOSITIVE POWER

    76,333

10

SHARED DISPOSITIVE POWER

    0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    76,33311

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

    0.2%12

14

TYPE OF REPORTING PERSON (See
Instructions)

    PN

11 Includes 76,333 Ordinary Shares. Mr. Lu is a general partner of Lu Family Partnership.
12 Percentage calculated based on 35,400,000 Ordinary Shares outstanding.

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Page 8 of 16 – SEC Filing


SCHEDULE 13D

CUSIP No. 918076100
  1 

NAME OF
REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Tenling Ti

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)

(a)  ☐        (b)  ☒

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (See Instructions)

    PF, OO

  5

CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ☐

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7 

SOLE VOTING POWER

    180,596

  8

SHARED VOTING POWER

    0

  9

SOLE DISPOSITIVE POWER

    180,596

10

SHARED DISPOSITIVE POWER

    0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    180,59613

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

    0.5%14

14

TYPE OF REPORTING PERSON (See
Instructions)

    IN

13 Includes (i) 13,947 Ordinary Shares, (ii) 41,662 Ordinary Shares subject to vesting of 41,662 restricted shares held by Mr. Ti currently or within 60 days of the date hereof, (iii) 124,987 Ordinary Shares subject to
vesting of 124,987 performance shares held by Mr. Ti currently or within 60 days of the date hereof.
14 Percentage calculated based on 35,400,000 Ordinary Shares outstanding.

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Page 9 of 16 – SEC Filing


This Amendment No. 18 is being filed jointly by Shah Capital Opportunity Fund LP
(Shah Opportunity), Himanshu H. Shah (Mr. Shah), Hong Liang Lu (Mr. Lu), Lu Charitable Remainder Trust (Lu Charitable Trust), Lu Family
Trust (Lu Family Trust), The Lu Family Limited Partnership (Lu Family Partnership) and Tenling Ti (Mr. Ti, together with Shah Opportunity, Mr. Shah, Mr. Lu, Lu
Charitable Trust, Lu Family Trust and Lu Family Partnership, the Reporting Persons). The Reporting Persons have entered into a joint filing agreement, dated as of March 31, 2017, a copy of which is attached hereto as Exhibit
99.1.

Item 1. Securities and Issuer

This Amendment No. 18 relates to the ordinary shares, par
value US$0.00375 per share (the Ordinary Shares), of UTStarcom Holdings Corp. (the Company or Issuer). The Ordinary Shares are listed on the NASDAQ Stock Market LLC under the symbol
UTSI. The address of the principal executive office of the Company is Level 6, 28 Hennessy Road, Admiralty, Hong Kong.

Item 2. Identity and Background.

Shah Opportunity is a Delaware limited partnership designated
for sophisticated investors, which focuses primarily on global equity securities, both long and short, while using leverage when appropriate on a limited basis. The address of its principal office is 8601 Six Forks Road, Suite 630, Raleigh, NC
27615. The general partner of Shah Opportunity is Shah Capital LLC, a Delaware limited liability company, whose principal office is at 8601 Six Forks Road, Suite 630, Raleigh, NC 27615. Mr. Shah is the managing member of Shah Capital LLC.

Mr. Shah is a citizen of the United States and his principal occupation is the president and chief investment officer of Shah Capital
Management Inc. Mr. Shahs principal business address is 8601 Six Forks Road, Suite 630, Raleigh, NC 27615.

Mr. Lu is a
citizen of United States and his principal occupation is a director of the Company. Mr. Lus principal business address is 10 Cassia Road, #1B, Yau Yut Chuen, Kowloon Tong, Hong Kong.

Lu Charitable Trust is organized under the laws of the State of California and its principal business is managing investments for the Lu
family. Lu Charitable Trusts principal business address is 1 Lakeside Drive, #1802 Oakland, CA 94612. Mr. Lu is the trustee of Lu Charitable Trust.

Lu Family Trust is organized under the laws of the State of California and its principal business is managing investments for the Lu family.
Lu Family Trusts principal business address is 1 Lakeside Drive, #1802 Oakland, CA 94612. Mr. Lu is a trustee of Lu Family Trust, of which Mr. Lu and his spouse are beneficiaries.

Lu Family Partnership is a Delaware limited partnership and its principal business is managing investments for the Lu family. Lu Family
Partnerships principal business address is 1 Lakeside Drive, #1802 Oakland, CA 94612. Mr. Lu is the general partner of Lu Family Partnership.

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Page 10 of 16 – SEC Filing


Mr. Ti isa citizen of United States and his principal occupation is the chief
executive officer of the Company. Mr. Tis principal business address is 733 Glencoe Court, Sunnyvale, CA 94087.

None of the
Reporting Persons has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been 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 3. Source and Amount of Funds or Other Consideration.

Shah Opportunity, Mr. Shah,
Mr. Lu, Lu Charitable Trust, Lu Family Trust, Lu Family Partnership and Mr. Ti (collectively, the Consortium Members) anticipate that at the price per Ordinary Share set forth in the Proposal (as defined and further
described in Item 4 below), approximately US$ 60 million will be expended in acquiring all of the outstanding Ordinary Shares of the Company that are not already owned by the Consortium Members. It is anticipated that the funding for the
purchase of all of the outstanding Ordinary Shares that are not already owned by the Consortium Members will be provided by equity capital. Equity capital will be provided (i) by the Shah Parties (defined below in Item 5) and Mr. Ti in the
form of cash and rollover equity in the Company, and (ii) by Lu Parties (defined below in Item 5) in the form of rollover equity. To the extent necessary, the Consortium Members may borrow bridge loan to cover short-term financing needs in
connection with the Proposed Transaction.

Item 4. Purpose of Transaction.

On Mar. 31, 2017, the Consortium Members submitted a non-binding proposal (the Proposal) to the Companys board of directors. In the Proposal, the Consortium Members proposed to acquire all of the outstanding Ordinary Shares that are not
already owned by the Consortium Members for US$ 2.15 in cash per Ordinary Share (the Proposed Transaction). The Consortium Members also stated in the Proposal that they are interested only in the Proposed Transaction, and that
they do not intend to sell their shares in any other transaction involving the Company. The Consortium Members intended to finance the transactions contemplated under the Proposal through equity capital.

The Consortium Members indicated in the Proposal that they are prepared to negotiate and finalize the terms of the Proposed Transaction in
definitive transaction documents, which will provide for covenants and conditions typical and appropriate for transactions of this type. The Proposal also provided that no binding obligation on the part of the Company or the Consortium Members shall
arise with respect to the Proposed Transaction unless and until definitive agreements have been executed.

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Page 11 of 16 – SEC Filing


If the Proposed Transaction is completed, the Companys Ordinary Shares would become
eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 and would be delisted from the NASDAQ Stock Market LLC.

References to the Proposal in this Schedule 13D are qualified in their entirety by reference to the Proposal, a copy of which is attached
hereto as Exhibit 99.3 and incorporated herein by reference as if set forth in its entirety herein.

Except as indicated above, the
Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a)-(b) The following table sets forth the beneficial ownership of
Ordinary Shares of the Company for each of the Reporting Persons as of March 24, 2017.

Name

Shares Beneficially
Owned
Percentage
of Total
Sole
Voting
Power
Shared
Voting
Power
Sole
Dispositive
Power
Shared
Dispositive
Power

Shah Opportunity(1)

7,550,000 21.3 % 7,550,000 7,550,000

Mr. Shah(2)

7,550,000 21.3 % 7,550,000 7,550,000

Mr. Lu(3)

1,158,346 3.3 % 1,158,346 1,158,346

Lu Charitable Trust(4)

26,925 0.1 % 26,925 26,925

Lu Family Trust(5)

16,408 0.0 % 16,408 16,408

Lu Family Partnership(6)

76,333 0.2 % 76,333 76,333

Mr. Ti(7)

180,596 0.5 % 180,596 180,596
(1) Includes 7,550,000 Ordinary Shares. Shah Capital LLC is the general partner of Shah Opportunity. Mr. Shah is the managing member of Shah Capital LLC.
(2) Includes 7,550,000 Ordinary Shares owned by Shah Opportunity. Shah Capital LLC is the general partner of Shah Opportunity. Mr. Shah is the managing member of Shah Capital LLC.
(3) Includes (i) 1,038,680 Ordinary Shares, (ii) 26,925 Ordinary Shares registered in the name of Lu Charitable Trust, of which Mr. Lu is the trustee, (iii) 16,408 Ordinary Shares registered in the name of the Lu
Family Trust, of which Mr. Lu is a trustee and of which Mr. Lu and his spouse are beneficiaries, (iv) 76,333 Ordinary Shares registered in the name of The Lu Family Limited Partnership, of which Mr. Lu is a general partner.
(4) Includes 26,925 Ordinary Shares. Mr. Lu is the trustee of Lu Charitable Trust.
(5) Includes 16,408 Ordinary Shares. Mr. Lu is the trustee of Lu Family Trust, of which Mr. Lu and his spouse are beneficiaries.
(6) Includes 76,333 Ordinary Shares. Mr. Lu is a general partner of Lu Family Partnership.
(7) Includes (i) 13,947 Ordinary Shares, (ii) 41,662 Ordinary Shares subject to vesting of 41,662 restricted shares held by Mr. Ti currently or within 60 days of the date hereof, (iii) 124,987 Ordinary Shares subject
to vesting of 124,987 performance shares held by Mr. Ti currently or within 60 days of the date hereof.

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Page 12 of 16 – SEC Filing


Shah Opportunity and Mr. Shah are collectively referred to as the Shah
Parties
. Mr. Lu, Lu Charitable Trust, Lu Family Trust and Lu Family Partnership are collectively referred to as the Lu Parties. Due to the nature of the transaction described in Item 4 of this statement, the Shah
Parties, the Lu Parties and Mr. Ti may be deemed to be part of a group (within the meaning of Section 13(d)(3) of the Exchange Act) with each other. As a result, the Shah Parties, the Lu Parties and Mr. Ti may all be
deemed to beneficially own an aggregate of 8,888,942 Ordinary Shares, or 25.1 % of the total outstanding Ordinary Shares. Each of the Shah Parties hereby expressly disclaims beneficial ownership of any Ordinary Shares beneficially owned by any
of the Lu Parties, Mr. Ti or any other person, and does not affirm membership in a group (within the meaning of Rule 13(d)-5 of the Exchange Act) with any of the Lu Parties, Mr. Ti or any
other person, and this Schedule 13D shall not be construed as acknowledging that any of the Shah Parties, for any or all purposes, beneficially owns any Ordinary Shares beneficially owned by any of the Lu Parties, Mr. Ti or any other person or
is a member of a group with any of the Lu Parties, Mr. Ti or any other person. Each of the Lu Parties hereby expressly disclaims beneficial ownership of any Ordinary Shares beneficially owned by any of the Shah Parties, Mr. Ti or any other
person, and does not affirm membership in a group (within the meaning of Rule 13(d)-5 of the Exchange Act) with any of the Shah Parties, Mr. Ti or any other person, and this Schedule 13D shall
not be construed as acknowledging that any of the Lu Parties, for any or all purposes, beneficially owns any Ordinary Shares beneficially owned by any of the Shah Parties, Mr. Ti or any other person or is a member of a group with any of the
Shah Parties, Mr. Ti or any other person. Mr. Ti hereby expressly disclaims beneficial ownership of any Ordinary Shares beneficially owned by any other Consortium Member or any other person, and does not affirm membership in a
group (within the meaning of Rule 13(d)-5 of the Exchange Act) with any other Consortium Member or any other person, and this Schedule 13D shall not be construed as acknowledging that Mr. Ti,
for any or all purposes, beneficially owns any Ordinary Shares beneficially owned by any other Consortium Member or any other person or is a member of a group with any other Consortium Member or any other person.

(c) Except as disclosed in Item 6 below, to the best knowledge of each of the Reporting Persons, none of the Reporting Persons has effected any transactions relating to the Ordinary Shares during the past sixty
(60) days.
(d) Not applicable.
(e) Not applicable.

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Page 13 of 16 – SEC Filing


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On Mar. 31, 2017, the Consortium Members entered into a consortium agreement (the Consortium Agreement), pursuant which the
Consortium Members will cooperate in good faith in connection with the acquisition of all of the outstanding Ordinary Shares that are not already owned by the Consortium Members for US$ 2.15 in cash per Ordinary Share.

The descriptions of the principal terms of the Consortium Agreement and the Proposal under Item 4, which have been filed as Exhibit 99.2 and
99.3, are incorporated herein by reference as if set forth in their entirety herein.

To the best knowledge of the Reporting Persons,
except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of
the Company.

Item 7. Materials to be Filed as Exhibits.
Exhibit
No.
Description
99.1 Joint Filing Agreement dated March 31, 2017 by and among the Reporting Persons.
99.2 Consortium Agreement dated March 31, 2017 by and among Shah Opportunity, Mr. Shah, Mr. Lu., Lu Charitable Trust, Lu Family Trust, Lu Family Partnership and Mr. Ti.
99.3 Proposal to the Company dated March 31, 2017.

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Page 14 of 16 – SEC Filing


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.

Dated:

March 31, 2017

Shah Capital Opportunity Fund LP
By: Shah Capital LLC, the General Partner
By:

/s/ Himanshu H. Shah

Name: Himanshu H. Shah
Title: Managing Member
Himanshu H. Shah
By:

/s/ Himanshu H. Shah

Name: Himanshu H. Shah
Hong Liang Lu
By:

/s/ Hong Liang Lu

Name: Hong Liang Lu
Lu Charitable Remainder Trust
By:

/s/ Hong Liang Lu

Name: Hong Liang Lu
Title: Trustee
Lu Family Trust
By:

/s/ Hong Liang Lu

Name: Hong Liang Lu
Title: Trustee

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The Lu Family Limited Partnership
By: Hong Liang Lu, the General Partner
By:

/s/ Hong Liang Lu

Name: Hong Liang Lu
Tenling Ti
By:

/s/ Tenling Ti

Name: Tenling Ti

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Page 16 of 16 – SEC Filing


EXHIBIT INDEX

Exhibit
No.
Description
99.1 Joint Filing Agreement dated March 31, 2017 by and among the Reporting Persons.
99.2 Consortium Agreement dated March 31, 2017 by and among Shah Opportunity, Mr. Shah, Mr. Lu., Lu Charitable Trust, Lu Family Trust, Lu Family Partnership and Mr. Ti.
99.3 Proposal to the Company dated March 31, 2017.
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