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Form SC 13D China Information Techno Filed by: Lin Jiang Huai

December 22, 2016 5:00 PM EST

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________

SCHEDULE 13D
(Amendment No. )*

CHINA INFORMATION TECHNOLOGY, INC.
(Name of Issuer)

ORDINARY SHARES, PAR VALUE $0.01
(Title of Class of Securities)

G21174100
(CUSIP Number)

Union Investment Holdings Limited
Mr. Jianghuai Lin

21st Floor, Everbright Bank Building
Zhuzilin, Futian District
Shenzhen, Guangdong, 518040
People’s Republic of China
Telephone: (+86) 755-8370-8333
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

N/A
(Date of Event which Requires Filing Statement on Schedule 13D)

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 of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.

* 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 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).


CUSIP NO: G21174100

1. NAMES OF REPORTING PERSONS
  IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
  Union Investment Holdings 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)                      [__]
   
   
6. CITIZENSHIP OR PLACE OF ORGANIZATION
   
  British Virgin Islands
NUMBER OF 7. SOLE VOTING POWER                          0
SHARES    
BENEFICIALLY 8. SHARED VOTING POWER                   15,164,893(1)
OWNED BY    
EACH 9. SOLE DISPOSITIVE POWER                 0
REPORTING    
PERSON WITH 10. SHARED DISPOSITIVE POWER           15,164,893(1)
     
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  15,164,893 ordinary shares (1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                             [   ]
   
   
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  37.69%(2)
14. TYPE OF REPORTING PERSON
   
  CO

(1) Union Investment Holdings Limited is wholly owned and controlled by Mr. Jianghuai Lin and Mr. Lin may be deemed to be a beneficial owner of the shares of China Information Technology, Inc. (the “Company”) held by Union Investment Holdings Limited.

(2) Based on 40,231,159 ordinary shares outstanding as of the date hereof.


CUSIP NO: G21174100

1. NAMES OF REPORTING PERSONS
  IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
  Jianghuai Lin
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                    (a) [_]
                                                                                                                                                         (b) [   ]
   
3. SEC USE ONLY
   
   
4. SOURCE OF FUNDS
   
  PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [__]
   
   
6. CITIZENSHIP OR PLACE OF ORGANIZATION
   
  People’s Republic of China
NUMBER OF 7. SOLE VOTING POWER                            174,259
SHARES    
BENEFICIALLY 8. SHARED VOTING POWER                      15,164,893(1)
OWNED BY    
EACH 9. SOLE DISPOSITIVE POWER                   174,259
REPORTING    
PERSON WITH 10. SHARED DISPOSITIVE POWER             15,164,893 (1)
      
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  15,339,152 ordinary shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                    [   ]
   
   
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  38.13%(2)
14. TYPE OF REPORTING PERSON
   
  IN

(1) Union Investment Holdings Limited is wholly owned and controlled by Mr. Jianghuai Lin and Mr. Lin may be deemed to be a beneficial owner of the shares of the Company held by Union Investment Holdings Limited.

(2) Based on 40,231,159 ordinary shares outstanding as of the date hereof.


This Schedule 13D is voluntarily filed by the Reporting Persons (as defined below) to disclose recent purchases of the securities of China Information Technology, Inc. by the Reporting Persons. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits attached hereto is expressly incorporated herein by reference and the response to each Item of this statement is qualified in its entirety by the provisions of such Exhibits.

Item 1. Security and Issuer.

The name of the issuer is China Information Technology, Inc., a British Virgin Islands company (the "Company"), which has its principal executive offices at 21st Floor, Everbright Bank Building, Zhuzilin, Futian District, Shenzhen, Guangdong, 518040, China. This statement relates to the ordinary shares, par value $0.01 per share (the “Ordinary Shares”) of the Company.

Item 2. Identity and Background.

(a) This Schedule 13D is jointly filed by Union Investment Holdings Limited (“Union Investment”), a British Virgin Islands company, and Jianghuai Lin (each, a “Reporting Person” and collectively, the “Reporting Persons”).

(b)-(c) Union Investment, a business company limited by shares formed under the laws of the British Virgin Islands, principally acts as an investment vehicle with its business address at 1708, Zhongyangxigu Building, Binhe Ave., Futian District, Shenzhen, Guangdong, 518000, China.

Mr. Jianghuai Lin is the Chairman and Chief Executive Officer of the Company. Mr. Lin wholly owns Union Investment and is the sole director of Union Investment. The business address of Mr. Lin is 21st Floor, Everbright Bank Building, Zhuzilin, Futian District, Shenzhen, Guangdong, 518040, China.

(d)-(e) During the last five years, none of the Reporting Persons has 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.

(f) Mr. Jianghuai Lin is a citizen of the People’s Republic of China.

Item 3. Source and Amount of Funds or Other Consideration.

Since the filing of Amendment No. 1 to Schedule 13D on October 17, 2016, pursuant to the Purchase Plan as described under Item 4 below, Mr. Jianghuai Lin had acquired 174,259 Ordinary Shares for an aggregate purchase price of $136,240 as of the close of business on December 21, 2016. Such purchases were funded from Mr. Lin’s personal funds.

Item 4. Purpose of Transaction.

Mr. Lin entered into a Rule 10b5-1/Rule 10b-18 Purchase Plan (the “Purchase Plan”), dated as of November 4, 2016, with Brean Capital, LLC (the “Broker”), under which Mr. Lin agreed to purchase up to $1 million in Ordinary Shares through the Broker at a maximum price per share of $1.00. Daily purchases are subject to certain limitations, including those required to comply with the safe harbor under Rule 10b-18 of the 1934 Securities Exchange Act (the “Exchange Act”) and the affirmative defenses provided under Rule 10b5-1 of the Exchange Act.

Other than as described above in this Item 4, none of the Reporting Persons has present plans or proposals that relate to or would result in any of the events or matters described in part (a) through (j) of Item 4 of the Statement on Schedule 13D.


Item 5. Interest in Securities of the Issuer.

(a) – (b) As of the date of this statement, Union Investment beneficially owns 15,164,893 Ordinary Shares, representing approximately 37.69% of the outstanding Ordinary Shares of the Company (based on 40,231,159 Ordinary Shares outstanding as of the date hereof). Union Investment is wholly owned by Mr. Lin and Mr. Lin is the sole director of Union Investment. As a result, Mr. Lin may be deemed to be a beneficial owner of the Ordinary Shares held by Union Investment. In addition, as of the date hereof, Mr. Lin individually owns 174,259 Ordinary Shares, which represent 0.43% of the outstanding Ordinary Shares of the Company, as to which he has sole voting and dispositive powers.

(c) During the past 60 days, pursuant to the Purchase Plan, Mr. Lin acquired an aggregate of 174,259 Ordinary Shares for an aggregate purchase price of $136,240. A list of the transactions in the Company’s Ordinary Shares that were effected by Mr. Lin during the past 60 days is attached hereto as Exhibit 99.3.

(d) None.

(e) Not applicable.

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

Except as disclosed in Items 3 and 4 above, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and between the Reporting Persons and any other person with respect to any securities of the Company, including, but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Exhibit No. Description
   
99.1 Joint Filing Agreement by and between the Reporting Persons, dated as of December 22, 2016
   
99.2 Rule 10b5-1/Rule 10b-18 Purchase Plan by and between Jianghuai Lin and Brean Capital, LLC, dated as of November 4, 2016
   
99.3 List of the Transactions during the past 60 Days


SIGNATURES

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

Dated: December 22, 2016

Union Investment Holdings Limited

By: /s/ Jianghuai Lin  
  Jianghuai Lin  
Director  

 

/s/ Jianghuai Lin
Jianghuai Lin



     Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, to file a joint statement on Schedule 13D (including amendments thereto) pertaining to their beneficial ownership of Ordinary Shares of China Information Technology, Inc.

This agreement may be terminated for any reason by any party hereto immediately upon the personal delivery or facsimile transmission of notice to that effect to the other parties hereto.

Date: December 22, 2016

Union Investment Holdings Limited

By: /s/ Jianghuai Lin  
  Jianghuai Lin  
Director  

 

/s/ Jianghuai Lin
Jianghuai Lin



     Execution Version

Rule 10b5-1/Rule 10b-18 Purchase Plan

            This Rule 10b5-1/Rule 10b-18 Purchase Plan (this “Purchase Plan”), dated as of November 4, 2016, by and between Brean Capital, LLC (“Broker”), and Mr. Jiang Huai Lin (the “Purchaser”), is adopted in accordance with the terms and conditions herein.

            WHEREAS, the Purchaser desires to establish a new plan that qualifies for the affirmative defenses and safe harbor provided by Rule 10b5-1 (“Rule 10b5-1”) and Rule 10b-18 (“Rule 10b-18”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), respectively, to purchase ordinary shares of China Information Technology, Inc. (the “Issuer”), par value $0.01 per share (individually, a “Share” and collectively, the “Shares”), pursuant to the share purchase program described herein, not to exceed an aggregate value of $1,000,000 exclusive of commissions (the “Total Plan Amount”).

            WHEREAS, the Purchaser desires to engage Broker as such party’s sole agent to purchase Shares on his behalf in accordance with this Purchase Plan.

            WHEREAS, the Purchaser has established or, prior to effecting transactions under this Purchase Plan will establish, an account (an “Account”) with Broker by executing Broker’s customary account agreement and all other necessary ancillary documents with Broker.

            NOW, THEREFORE, Broker and the Purchaser hereby agree as follows:

1.        Engagement of Broker

            During the term of this Purchase Plan, Broker shall act as the sole agent of the Purchaser to purchase Shares pursuant to this Purchase Plan. Subject to the terms and conditions set forth herein, Broker hereby accepts such appointment and engagement. The Purchase Plan and the agreements, covenants, representations and warranties contained herein are effective as of the date first written above.

2.        Trading Instructions

            (a)        Broker is authorized to begin purchasing Shares as sole agent for the Purchaser pursuant to this Purchase Plan on the 30th date following the date hereof (the “Commencement Date”). Broker shall cease purchasing Shares on the Termination Date (as defined below). The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the “Plan Period”.

            (b)        In accordance with Broker’s customary procedures, Broker will deposit Shares purchased hereunder into the Purchaser’s Account against payment to Broker of the purchase price and commissions and other fees in respect thereof.

            (c)        Broker will notify the Purchaser (copying the other persons required to receive copies of all notices pursuant to Section 8(d)) via email of all transactions executed under this Purchase Plan on any calendar day that one or more purchases are made pursuant to this Purchase Plan pursuant to customary trade confirmations, supplemented as necessary to include the high and low price per Share and weighted-average purchase price per Share as to each and every set of such transactions that occur within a one dollar price range for that calendar day (such that if any purchases are made in excess of a one dollar price range, such information shall be presented for each separate set of purchases within a one dollar price range, e.g., if purchases are from $0.50 to $1.75 during one calendar day, then the information shall be separately provided for purchases from $0.50 to $1.49 and from $1.50 to $1.75, or alternatively from $0.50 to $0.75 and from $0.76 to $1.75), which shall be provided no later than the close of regular business hours on each date that an order is submitted to make a purchase pursuant to this Purchase Plan.


            (d)        (i)        On each day of the Plan Period on which the Shares are traded on the Nasdaq Global Select Market, the NASDAQ Global Market, the Nasdaq Capital Market, the OTC Bulletin Board or such other inter-dealer electronic quotation or trading market through which the Shares are publicly traded (each, a “Business Day”), Broker shall use commercially reasonable efforts to purchase in the open market or through privately negotiated transactions, as sole agent and for the account of the Purchaser in compliance with Rule 10b-18, the lesser of (x) the maximum number of Shares the Purchaser is permitted to purchase under Rule 10b-18 on such Business Day and (y) the number of Shares to be purchased pursuant to the Share Purchase Guidelines set forth on Appendix A hereto.

                         (ii)       The Purchaser shall pay to Broker the commission per Share purchased for his account as set forth on Appendix A.

            (e)        Broker will make, keep and produce promptly upon request a daily time-sequenced schedule of all Share purchases made under this Purchase Plan, on a transaction-by-transaction basis, including (i) size, time of execution and price of purchase of each Share or block of Shares purchased at a single price (before they are averaged for each daily trade confirmation); and (ii) the exchange, quotation system, or other facility through which the Share purchase occurred, which obligations are set forth under the heading “Daily Time-Sequenced Schedule Obligations” on Appendix A hereto.

3.        Broker’s Discretion to Deviate from Trading Instructions

            Notwithstanding any provision herein to the contrary, including the provisions of Section 2(d), in the event that, on any Business Day, on the advice of Broker’s counsel, effecting purchases hereunder could result in a violation of law, regulations or contractual restrictions applicable to Broker or the Purchaser (collectively, “Restrictions”), Broker may refrain from purchasing Shares or purchase fewer than the otherwise applicable number of Shares to be purchased set forth in the Share Purchase Guidelines, as determined by Broker, in its sole discretion with regard to such Restrictions. The Purchaser understands that Broker may not be able to effect a purchase due to a market disruption or a legal, regulatory or contractual restriction or internal policy application to Broker or otherwise. If any purchase cannot be executed as required by Section 2 hereof due to a market disruption, a legal, regulatory or contractual restriction or internal policy applicable to Broker or any other event, such purchase shall be cancelled and shall not be effected pursuant to this Purchase Plan and Broker shall provide written notice to the Purchaser.

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4.        Termination Date

            This Purchase Plan shall terminate upon the Termination Date. “Termination Date” means the earliest of:

                         (i) the end of the Business Day on which the aggregate purchase price for all Shares purchased under this Purchase Plan equals the Total Plan Amount provided that, for avoidance of doubt, in no event shall the aggregate purchase price for all Shares purchased under this Purchase Plan exceed the Total Plan Amount;

                         (ii) the date that Broker receives notice that the Purchaser has filed a petition for bankruptcy or reorganization, or a petition for bankruptcy has been filed against the Purchaser and has not been dismissed within sixty (60) calendar days of its filing;

                         (iii) the date that the Issuer or any other person publicly announces a tender or exchange offer with respect to the Shares or a merger, acquisition, reorganization, recapitalization or other similar business combination or transaction as a result of the consummation of which the Shares would be exchanged or converted into cash, securities or other property;

                         (iv) such time as Broker determines, in its sole discretion, that it is prohibited for any reason from engaging in purchasing activity as the Purchaser’s sole agent under this Purchase Plan;

                         (v) the end of the second Business Day following the date of receipt by Broker of notice of early termination substantially in the form of Appendix B hereto, delivered by facsimile transmitted to 212-702-6649, Attention: James Morris and confirmed by telephone to James Morris at 212-702-6581;

                         (vi) the failure of the Purchaser to comply with Section 2(d)(ii) hereof; and

                         (vii) the 12-month anniversary of the Commencement Date.

            If Broker determines that any event specified in Paragraphs (i), (ii), (iii), (iv) or (vi) of this Section 4 has occurred, Broker shall promptly notify the Purchaser that this Purchase Plan has terminated pursuant to the terms of this Section 4 and the date of such termination. The Purchaser shall promptly notify Broker of the occurrence of any event specified in Paragraphs (ii) or (iii) of this Section 4 upon obtaining actual knowledge of such event.

5.        Representations, Warranties and Covenants

            (a)        The Purchaser represents and warrants to Broker that he is not aware of any material, nonpublic information concerning the Shares (“Material, Nonpublic Information”) and is entering into this Purchase Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1.

            (b)        From the date hereof until the Termination Date, the Purchaser agrees not to enter into or alter any hedging transaction with respect to any Shares.

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            (c)        The Purchaser represents and warrants that as of the time of execution of this Purchase Plan, he has not entered into any similar plan or agreement with respect to Shares or any security or interest convertible into or exchangeable for Shares, respectively.

            (d)        The Purchaser agrees to inform Broker (i) of any purchases made during the Plan Period by the Issuer and any “affiliated purchaser” as defined in Rule 10b-18 immediately upon becoming aware of such purchases and (ii) if the Issuer or any “affiliated purchaser” intends to make any such purchases, promptly upon being informed of such intention. The Purchaser shall not, without two Business Days’ prior notice to Broker or consent of the Broker, during the Plan Period, directly or indirectly (including, without limitation, by means of a cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depositary share), or any security convertible into or exchangeable for Shares.

            (e)        The Purchaser represents and warrants that (i) the Issuer has issued an earnings press release regarding the most recent six-month (and year-end, if applicable) operating results of the Issuer and at least two trading days have elapsed following such issuance, the Purchaser is not aware of material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the Shares); (ii) the Purchaser is entering into this Purchase Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1, Rule 10b-5 under the Exchange Act, Rule 10b-18 and Rule 13e-3 under the Exchange Act or other applicable securities laws; (iii) the Purchaser’s execution of this Purchase Plan will not violate or conflict with any insider trading policy of the Issuer; (iv) to the best of the Purchaser’s knowledge, there are not legal, regulatory, contractual or other restrictions applicable to the Issuer or the Issuer’s affiliates that would prohibit or limit the Broker from either entering into the Purchase Plan or any transaction pursuant to the Purchase Plan; and (v) neither the Purchaser nor, to the Purchaser’s knowledge, the Issuer, is a party to any other plan which is valid on the date hereof for trading with respect to Shares. The Purchaser acknowledges that Broker has no liability or responsibility to the Purchaser for ensuring that the Plan complies or continues to comply with the Issuer’s insider trading or other employee policies and procedures.

            (f)        Except as contemplated by Section 4(v) of this Purchase Plan, the Purchaser acknowledges and agrees that he does not have authority, influence or control over any purchase effected by Broker pursuant to this Purchase Plan and the Purchaser agrees not to attempt to exercise any authority, influence or control over purchases.

            (g)        Broker agrees not to seek advice from the Purchaser with respect to the manner in which it effects purchases under this Purchase Plan.

6.        Compliance with the Securities Laws.

            (a)        It is the intent of the parties that this Purchase Plan comply with the requirements of subsection (c)(1)(i)(B) of Rule 10b5-1 under the Exchange Act, and the parties agree that this Purchase Plan shall be interpreted to comply with the requirements of subsection (c) of Rule 10b5-1.

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            (b)        Broker agrees to use commercially reasonable efforts to satisfy the conditions of Rule 10b-18 in effecting purchases of Shares pursuant to this Purchase Plan.

7.        Indemnification

            (a)        The Purchaser agrees to indemnify and hold harmless Broker (and its directors, officers, employees and affiliates) from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees and costs) (collectively, “Damages”) arising out of or attributable to (i) any breach by the Purchaser of this Purchase Plan (including the Purchaser’s representations and warranties), and (ii) any violation by the Purchaser of applicable laws or regulations with respect to the transactions contemplated by this Purchase Plan. This indemnification will survive the termination of this Purchase Plan. The Purchaser will have no indemnification obligations hereunder (unless such breach arises out of a breach by the Purchaser of its representations, warranties or obligations hereunder), in the event that such Damages are determined by a final, non-appealable judgment of a court of competent jurisdiction to have primarily resulted from the gross negligence or willful misconduct of Broker or any other indemnified person.

            (b)        The Broker agrees to indemnify and hold harmless the Purchaser (and his successors, heirs and affiliates) from and against all Damages arising out of or attributable to (i) any breach by the Broker of this Purchase Plan, and (ii) any violation by the Broker of applicable laws or regulations with respect to the transactions contemplated by this Purchase Plan. This indemnification will survive the termination of this Purchase Plan.

            (c)        Notwithstanding any other provision herein, no party hereto will be liable to the other for (i) special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, including but not limited to lost profits, lost savings, loss of use of facility or equipment, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, and even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

            (d)        The Purchaser acknowledges and agrees that Broker has not provided him with any tax, accounting or legal advice with respect to this Purchase Plan, including whether the Purchaser would be entitled to any of the affirmative defenses under Rule 10b5-1 or entitled to the safe harbor of Rule 10b-18.

8.        General

            (a)        This Purchase Plan (including any Appendices, Annexes or Exhibits) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any previous or contemporaneous agreements, understandings, proposals or promises with respect thereto, whether written or oral. This Purchase Plan may only be modified or amended by a writing signed by the parties hereto.

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            (b)        This Purchase Plan will be governed by, and construed in accordance with, the laws of the State of New York, without regard to such State’s conflict of laws rules.

            (c)        This Purchase Plan and each party’s rights and obligations hereunder may not be assigned or delegated without the written permission of the other party and shall inure to the benefit of each party’s successors and permitted assigns, whether by merger, consolidation or otherwise.

            (d)        All notices to Broker under the Plan shall be given to Broker by email or by certified mail to the address below:

Brean Capital, LLC
1345 Avenue of the Americas – 29th Fl.
New York
New York 10105
Tel: 212-702-6581
Email: [email protected]
Attention: James Morris

            All notices to the Purchaser under the Plan shall be given by email or certified mail, all as specified below:

Jiang Huai Lin
21st F, Everbright Bank Bldg.,
Futian District, Shenzhen 518040
People’s Republic of China
Tel: 86-755-83708333
Email:[email protected]; [email protected]

With copies to:

Kevin (Qixiang) Sun, Esq.
BEVILACQUA PLLC
1629 K Street, NW
Suite 300
Washington, DC 20006
Tel: 202-618-1519
Email: [email protected]

            (e)        This Purchase Plan may be executed in two or more counterparts and by facsimile signature.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have signed this Purchase Plan as of the date first written above.

  BROKER:
   
  BREAN CAPITAL, LLC
   
   
   
  By: /s/ Jeff Kugler
  Name: Jeff Kugler
  Title: Chief Operating Officer
   
   
   
  PURCHASER:
   
  JIANG HUAI LIN
   
   
  /s/ Jiang Huai Lin

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APPENDIX A

Share Purchase Guidelines

  Purchase Price Range Number of Shares to be Purchased
     
Maximum price: $1.00/Share; Maximum daily purchase_________________Shares.

Broker shall not purchase Shares once the aggregate purchase price for all Shares purchased under this Purchase Plan exceed the Total Plan Amount.

     

In the event that some portion of the Shares cannot be purchased on a given date due to market disruption, applicable restriction, insufficient volume or other event, the amount not purchased shall be purchased as promptly as practical after the cessation or termination of such event, subject to all other terms of the Purchase Agreement, including but not limited to Sections 3 and 6.

     

In the event Broker is unable to purchase on a Business Day the maximum number of Shares permitted by Rule 10b-18 and Rule 10b5-1 (such purchases cumulatively not to exceed the Total Plan Amount), Broker is authorized to purchase additional Shares on the next Business Day and each succeeding Business Day in that trading week up to the amount of such shortfall. In no event shall purchases on any Business Day exceed 25% of the average daily trading volume reported for the Shares during the four calendar weeks preceding the week in which the purchase is to be effected (excluding known block purchases by the Issuer or the Purchaser from the trading volume if required by Rule 10b-18) or such other percentages as may be permitted by Rule 10b-18 and other applicable law from time to time.

All Share amounts and limit prices listed herein shall be increased or decreased to reflect stock splits should they occur.


Record Keeping

 Daily Time-Sequenced Schedule Obligations

Obligor
   
Obligation
       
Broker   

Broker is to make, keep and produce promptly upon request a daily time-sequenced schedule of all Share purchases made under this Purchase Plan, on a transaction-by-transaction basis, including:

        
     

size, time of execution, price of purchase of each Share or block of Shares purchased at a single price (before they are averaged for each daily trade confirmation); and

       
     

the exchange, quotation system, or other facility through which the Share purchase occurred.

       

 

 

Commissions

Purchaser shall pay to Broker a commission of $0.015 per Share purchased on his behalf.



Exhibit 99.3

Transactions during the Past 60 Days*

Trade Date
Amount of Shares
Purchased
Weighted Average
Price/Price Per Share ($)
Range of Price ($)
12/5/2016 11,194 0.7862 0.7800-0.7999
12/6/2016 20,604 0.7876 0.7770-0.7999
12/7/2016 11,409 0.8073 0.7960-0.8100
12/8/2016 10,400 0.8171 0.8150-0.8200
12/9/2016 17,833 0.8075 0.8000-0.8150
12/12/2016 19,172 0.7883 0.7750-0.8350
12/13/2016 21,197 0.7762 0.7611-0.8187
12/14/2016 3,200 0.7967 0.7800-0.8100
12/15/2016 15,000 0.7622 0.7599-0.7798
12/16/2016 16,650 0.7505 0.7459-0.7550
12/19/2016 12,200 0.7451 0.7400-0.7556
12/20/2016 7,600 0.7736 0.7599-0.7800
12/21/2016 7,800 0.7807 0.7600-0.7900

--------------------
*The purchases were made pursuant to the Purchase Plan. These shares were purchased in multiple transactions on the open market. Mr. Jianghuai Lin undertakes to provide the Company or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.




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