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UNITED STATES
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SECURITIES AND EXCHANGE
COMMISSION |
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Washington, D.C. 20549
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SCHEDULE 13D/A
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CUSIP No. 00507E107
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1.
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Names of Reporting Persons
Middlesex Holdings Corporation Inc
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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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☐
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(b)
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☐
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3.
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SEC Use Only
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4.
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Source of Funds
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of Organization
British Virgin Islands
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
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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. |
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8.
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Shared Voting Power
-0- |
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9.
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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.
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10.
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Shared Dispositive Power
-0-
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||||
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
12,497,999 ordinary shares
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||||
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
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||||
13.
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Percent of Class Represented by Amount in Row (11)
5.64%(2)
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14.
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Type of Reporting Person
CO
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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
|
||||
(a)
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☐
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||||
(b)
|
☐
|
||||
3.
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SEC Use Only
|
||||
4.
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Source of Funds
OO
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||||
5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
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Citizenship or Place of Organization
Republic of China
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||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
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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. |
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8.
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Shared Voting Power
-0- |
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9.
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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.
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||||
10.
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Shared Dispositive Power
-0-
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||||
11.
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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 ☐
|
||||
13.
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Percent of Class Represented by Amount in Row (11)
5.64%(2)
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||||
14.
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Type of Reporting Person
IN
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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.
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Check the Appropriate Box if a Member of a Group
|
||||
(a)
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☐
|
||||
(b)
|
☐
|
||||
3.
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SEC Use Only
|
||||
4.
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Source of Funds
OO
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||||
5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
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Citizenship or Place of Organization
British Virgin Islands
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||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
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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. |
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8.
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Shared Voting Power
-0- |
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9.
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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.
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Shared Dispositive Power
-0-
|
||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,540,000 ordinary shares
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||||
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.
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Type of Reporting Person
CO
|
||||
CUSIP No. 00507E107
|
|||||
1.
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Names of Reporting Persons
CHANG Jr-Neng
|
||||
2.
|
Check the Appropriate Box if a Member of a Group
|
||||
(a)
|
☐
|
||||
(b)
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☐
|
||||
3.
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SEC Use Only
|
||||
4.
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Source of Funds
OO
|
||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
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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. |
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8.
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Shared Voting Power
-0- |
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9.
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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.
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||||
10.
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Shared Dispositive Power
-0-
|
||||
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
12,540,000 ordinary shares
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||||
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
||||
13.
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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
IN
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CUSIP No. 00507E107
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|||||
1.
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Names of Reporting Persons
Nutronics Technology Corporation
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||||
2.
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Check the Appropriate Box if a Member of a Group
|
||||
(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.
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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. |
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8.
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Shared Voting Power
-0- |
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9.
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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.
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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)
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||||
14.
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Type of Reporting Person
CO
|
||||
CUSIP No. 00507E107
|
|||||
1.
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Names of Reporting Persons
LEE Fu Chi
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||||
2.
|
Check the Appropriate Box if a Member of a Group
|
||||
(a)
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☐
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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
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. |
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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
|
||||
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
|
||||
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
|
||||
Name
|
Jurisdiction of incorporation
|
|
8
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Middlesex Holdings Corporation Inc (“Middlesex”)
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British Virgin Islands
|
9
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Rich Dragon Consultants Limited (“Rich Dragon”)
|
British Virgin Islands
|
10
|
Nutronics Technology Corporation (“Nutronics”)
|
British Virgin Islands
|
11
|
Uniglobe Securities Limited (“Uniglobe”)
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British Virgin Islands
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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
|
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%
|
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.
|
I.
|
HOLDING COMPANIES
|
Section I of Annex A is hereby amended by adding the following to the end of item 7 of the table of Holding Companies thereof: |
8
|
MIDDLESEX
The business address of Middlesex is No. 9, Ln. 456, Sec. 2, Chenggong Rd., Neihu Dist., Taipei City 114, Taiwan (Republic of China).
Middlesex’s sole director is Mr. LIN, Yung-Chieh, whose principal occupation and citizenship are set forth below. Mr. LIN shares the same business address with Middlesex.
|
9
|
RICH DRAGON
The business address of Rich Dragon is 13F, No. 88, Sec. 1, Liujia 1st Rd., Zhubei City, Hsinchu County 302, Taiwan (Republic of China).
Rich Dragon’s sole director is Mr. CHANG Jr-Neng, whose principal occupation and citizenship are set forth below. Mr. CHANG shares the same business address with Rich Dragon.
|
10
|
NUTRONICS
The business address of Nutronics is 1 Dunn Road, Panmure, Auckland 1072, New Zealand.
Nutronics’ sole director is Mr. LEE Fu Chi, whose principal occupation and citizenship are set forth below. Mr. LEE shares the same business address with Nutronics.
|
11
|
UNIGLOBE
The business address of Uniglobe is No. 70, Hatuey Street, Los Maestros City, Santo Domingo, Dominican Republic.
Uniglobe’s sole director is Mr. Chun Mei CHEN De Chang, whose principal occupation and citizenship are set forth below. Mr. CHEN shares the same business address with Uniglobe.
|
II.
|
CONTROLLING PERSONS
|
Section II of Annex A is hereby amended by adding the following to the end thereof: |
8a
|
LIN, Yung-Chieh
|
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Business Address
|
Principal Occupation
|
Citizenship
|
|||
No. 9, Ln. 456, Sec. 2
Chenggong Rd., Neihu Dist.
Taipei City 114, Taiwan (Republic of China)
|
Entrepreneur
|
Republic of China
|
|||
9a
|
CHANG Jr-Neng
|
||||
Business Address
|
Principal Occupation
|
Citizenship
|
|||
13F, No. 88, Sec. 1
Liujia 1st Rd., Zhubei City
Hsinchu County 302, Taiwan
(Republic of China)
|
Entrepreneur
|
Republic of China
|
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10a
|
LEE Fu Chi
|
||||
Business Address
|
Principal Occupation
|
Citizenship
|
|||
1 Dunn Road
Panmure
Auckland 1072
New Zealand
|
Entrepreneur
|
New Zealand
|
|||
11a
|
Chun Mei CHEN De Chang
|
||||
Business Address
|
Principal Occupation
|
Citizenship
|
|||
No. 70, Hatuey Street
Los Maestros City, Santo Domingo
Dominican Republic
|
Entrepreneur
|
Dominican Republic
|
Exhibit 7.01
|
Joint Filing Agreement by and between the Reporting Persons, dated May 18, 2016.*
|
Exhibit 7.02
|
Consortium Agreement by and among the Holding Companies, dated May 18, 2016.*
|
Exhibit 7.03
|
Proposal Letter to the board of directors of the Issuer from Supernova, dated May 19, 2016.*
|
Exhibit 7.04
|
Deed of Adherence to the Consortium Agreement by and between Middlesex, Rich Dragon, Nutronics and Uniglobe dated July 8, 2016.
|
Exhibit 7.05
|
Joinder Agreement to the Joint Filing Agreement by and between the Original Reporting Persons and the Additional Reporting Persons, dated July 8, 2016.
|
(1)
|
MIDDLESEX HOLDINGS CORPORATION INC, a limited liability company organized and existing under the laws of the British Virgin Islands with its registered address at Jipfa Building, 3rd Floor, 142 Main Street, Road Town, Tortola, British Virgin Islands;
|
(2)
|
RICH DRAGON CONSULTANTS LIMITED, a limited liability company organized and existing under the laws of the British Virgin Islands with its registered address at Jipfa Building, 3rd Floor, 142 Main Street, Road Town, Tortola, British Virgin Islands;
|
(3)
|
NUTRONICS TECHNOLOGY CORPORATION, a limited liability company organized and existing under the laws of the British Virgin Islands with its registered address at Jipfa Building, 3rd Floor, 142 Main Street, Road Town, Tortola, British Virgin Islands; and
|
(4)
|
UNIGLOBE SECURITIES LIMITED, a limited liability company organized and existing under the laws of the British Virgin Islands with its registered address at Akara Building, 24 De Castro Street, Road Town, Tortola, British Virgin Islands.
|
1.
|
Defined Terms And Construction
|
(a) | Capitalized terms used but not defined herein shall have the meaning set forth in the Consortium Agreement. |
(b) | This Agreement shall be incorporated into the Consortium Agreement as if expressly forming a part thereof. |
2.
|
Undertakings
|
(a) | Assumption of obligations |
3.
|
Representations And Warranties
|
(a) | Each New Member represents and warrants to each of the other Parties as follows: |
(1) | Status |
(2) | Due Authorization |
(3) | Legal, Valid and Binding Obligation |
(4) | Ownership |
(5) | Reliance |
MIDDLESEX HOLDINGS CORPORATION
INC
|
||
By:
|
/s/ LIN, Yung-Chieh | |
Name:
|
LIN, Yung-Chieh
|
|
Title:
|
Sole Director | |
Notice details
|
||
Address: # # # #
|
||
Email: # # # #
|
||
Facsimile: # # # #
|
RICH DRAGON CONSULTANTS LIMITED
|
||
By:
|
/s/ CHANG Jr-Neng | |
Name:
|
CHANG Jr-Neng | |
Title:
|
Sole Director | |
Notice details
|
||
Address: # # # #
|
||
Email: # # # #
|
||
Facsimile: # # # #
|
NUTRONICS TECHNOLOGY
CORPORATION
|
||
By:
|
/s/ LEE FU CHI | |
Name:
|
LEE FU CHI
|
|
Title:
|
Sole Director | |
Notice details
|
||
Address: # # # #
|
||
Email: # # # #
|
||
Facsimile: # # # #
|
UNIGLOBE SECURITIES LIMITED
|
||
By:
|
/s/ CHUN MEI CHEN DE CHANG | |
Name:
|
Chun Mei CHEN De Chang
|
|
Title:
|
Sole Director | |
|
||
Notice details
|
||
Address: # # # #
|
||
Email: # # # #
|
||
Facsimile: # # # #
|
New Member
|
Ordinary
Shares
|
ADSs
|
Subtotal
(Ordinary
Shares)
|
|||
Middlesex Holdings Corporation Inc
|
1,186,553
|
1,885,241
|
12,497,999
|
|||
Rich Dragon Consultants Limited
|
12,540,000
|
Nil
|
12,540,000
|
|||
Nutronics Technology Corporation
|
12,550,656
|
Nil
|
12,550,656
|
|||
Uniglobe Securities Limited
|
13,128,371
|
Nil
|
13,128,371
|
New Member
|
Securities
|
|
Middlesex Holdings Corporation Inc
|
N/A
|
|
Rich Dragon Consultants Limited
|
N/A
|
|
Nutronics Technology Corporation
|
N/A
|
|
Uniglobe Securities Limited
|
N/A |
(1)
|
Original Filing Persons
|
Name of Existing Member
|
Name of Controlling Person
|
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
|
Tang Hsin
|
(2)
|
Additional Filing Persons
|
Name of New Member
|
Name of Controlling Person
|
Middlesex Holdings Corporation Inc
|
Lin, Yung-Chieh
|
Rich Dragon Consultants Limited
|
Chang Jr-Neng
|
Nutronics Technology Corporation
|
Lee Fu Chi
|
Uniglobe Securities Limited
|
Chun Mei Chen De Chang
|