CUSIP No. G21515104
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1.
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Names of Reporting Persons.
Parfield International Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ☒ (b) ◻
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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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
0 Ordinary Shares
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8.
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Shared Voting Power
2,682,742 Ordinary Shares
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9.
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Sole Dispositive Power
0 Ordinary Shares
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10.
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Shared Dispositive Power
2,682,742 Ordinary Shares
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,682,742 Ordinary Shares (1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row (11)
6.97%(2) |
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14.
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Type of Reporting Person (See Instructions)
CO
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(1)
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The 2,682,742 Ordinary Shares held by Parfield International Ltd. are subject to a pledge agreement executed in favor of an unrelated third party to secure certain indebtedness of Parfield International Ltd.
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(2) |
Percentage calculated based on 38,480,580 Ordinary Shares issued and
outstanding as of March 9, 2020 as reported by the Issuer’s Form 20-F filed on March 12, 2020.
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CUSIP No. G21515104
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1.
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Names of Reporting Persons.
Amplewood Resources Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ☒ (b) ◻
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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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
0 Ordinary Shares
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8.
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Shared Voting Power
454,954 Ordinary Shares
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9.
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Sole Dispositive Power
0 Ordinary Shares
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10.
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Shared Dispositive Power
454,954 Ordinary Shares
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
454,954 Ordinary Shares
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
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13.
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Percent of Class Represented by Amount in Row (11)
1.18%(1) |
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14.
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Type of Reporting Person (See Instructions)
CO
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(1)
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Percentage calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as
reported by the Issuer’s Form 20-F filed on March 12, 2020.
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CUSIP No. G21515104
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1.
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Names of Reporting Persons.
Marc Chan
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ☒ (b) ◻
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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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
Canada
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Number of Shares
Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
0 Ordinary Shares
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8.
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Shared Voting Power
3,137,696 Ordinary Shares
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9.
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Sole Dispositive Power
0 Ordinary Shares
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10.
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Shared Dispositive Power
3,137,696 Ordinary Shares
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,137,696 Ordinary Shares
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount in Row (11)
8.15%(1)
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14.
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Type of Reporting Person (See Instructions)
IN
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(1)
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Percentage calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as
reported by the Issuer’s Form 20-F filed on March 12, 2020.
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Item 4. | Purpose of Transaction |
Item 5. | Interest in Securities of the Issuer. |
A. | Parfield |
(a)
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As of the close of business on March 19, 2020, Parfield directly beneficially owned 2,682,742 Shares.
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Percentage: Approximately 6.97%
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(b) |
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,682,742 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,682,742 |
(c)
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Parfield has not entered into any transactions in the Shares during the past sixty days.
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B.
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Amplewood
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(a)
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As of the close of business on March 19, 2020, Amplewood directly beneficially owned 454,954 Shares.
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 454,954 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 454,954 |
(c)
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Amplewood has not entered into any transactions in the Shares during the past sixty days.
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C.
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Mr. Chan
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(a)
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As the director and sole-owner of each of Parfield and Amplewood,
Mr. Chan may be deemed the beneficial owner of the (i) 2,682,742 Shares owned by Parfield and (ii) 454,954 Shares owned by Amplewood.
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,137,696 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 3,137,696 |
(c)
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Mr. Chan has not entered into any transactions in the Shares during the past sixty days.
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Item 6. | Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 7.
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Materials to be Filed as Exhibits.
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Exhibit 99.1 |
Joint Filing Agreement by and among Parfield International Ltd., Amplewood Resources Ltd. and Marc Chan, dated November 6, 2019, incorporated by reference to Exhibit 99.1 to
Amendment No. 1 to Schedule 13D filed November 6, 2019.
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Exhibit 99.2 |
Parfield SPA Amendment No. 1 dated March 17, 2020 by Parfield, Amplewood and Beachhead.
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PARFIELD INTERNATIONAL LTD.
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By:
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/s/ Marc Chan
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Name:
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Marc Chan
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Title:
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Director
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AMPLEWOOD RESOURCES LTD.
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By:
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/s/ Marc Chan
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Name:
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Marc Chan
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Title:
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Director
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/s/ Marc Chan
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MARC CHAN
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