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SEC Filings

SC 13D
TOP FORTUNE WIN LTD. filed this Form SC 13D on 04/05/2018
Entire Document


The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of Class A Common Shares as to which such Reporting Persons have sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.


The information set forth in Items 2 and 4 above is hereby incorporated by reference. Mr. Boquan He is the sole shareholder and sole director of Top Fortune. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Mr. He may be deemed to beneficially own all of the Class A Common Shares held by Top Fortune.


By virtue of their actions in respect of the Merger as described herein, the Reporting Persons may be deemed to constitute a “group” with the other Investors and/or their affiliates within the meaning of Rule 13d-5(d) under the Exchange Act of 1934. As a member of a group, each Reporting Persons may be deemed to beneficially own the Common Shares beneficially owned by the members of the group as a whole. However, the Reporting Persons expressly disclaim any beneficial ownership of such shares held by the other Investors and/or their affiliates. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that they are the beneficial owners of any Common Shares as may be beneficially owned by the other Investors and/or their affiliates for purposes of Section 13(d) of the Exchange Act of 1934 or for any other purpose.


(c) Except as otherwise described herein, none of the Reporting Persons has effected any transactions in the Common Shares (including Common Shares represented by ADSs) during the last sixty days.


(d) Not Applicable.


(e) Not Applicable.


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


The information set forth in Items 3, 4 and 5 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 6. Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to the voting or disposition of the Common Shares owned by the Reporting Persons.



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