*
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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.
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(1)
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Names of reporting person
Kaisa Group Holdings Limited
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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
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole voting power
None
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(8)
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Shared voting power
8,362,431 Common Shares
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(9)
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Sole dispositive power
None
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(10)
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Shared dispositive power
8,362,431 Common Shares
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(11)
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Aggregate amount beneficially owned by the reporting person
8,362,431 Common 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)
Approximately 22.75%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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Calculated based on 36,763,191 Common Shares of the Issuer outstanding as of July 11, 2017.
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(1)
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Names of reporting person
Greater Sail Limited
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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
British Virgin Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole voting power
None
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(8)
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Shared voting power
8,362,431 Common Shares
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(9)
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Sole dispositive power
None
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(10)
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Shared dispositive power
8,362,431 Common Shares
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(11)
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Aggregate amount beneficially owned by the reporting person
8,362,431 Common 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)
Approximately 22.75% 2
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(14)
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Type of reporting person (see instructions)
CO
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2
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Calculated based on 36,763,191 Common Shares of the Issuer outstanding as of July 11, 2017.
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(a)
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As of November 15, 2017, Greater Sail beneficially owned 8,362,431 Common Shares, representing approximately 22.75% of the total number of outstanding Common Shares calculated in accordance with the requirements of Rule 13d-3 under the Act. Kaisa, as the indirect parent of Greater Sail, may be deemed to beneficially own 8,362,431 Common Shares.
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(b)
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Each of Kaisa and Greater Sail may be deemed to have shared power to vote and dispose or direct the vote and direct the disposition of 8,362,431Common Shares.
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(c)
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The following transactions have been effected by Greater Sail in open market purchases since the most recent Schedule 13D was filed:
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Trade Date
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Number of
Common Shares
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Average Price Per Common
Share
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September 26, 2017
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$10.45
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3,184
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September 27, 2017
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$10.74
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49,031
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September 28, 2017
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$10.80
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14,000
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September 29, 2017
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$10.83
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23,193
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October 2, 2017
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$10.89
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11,000
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October 3, 2017
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$10.90
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21,000
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October 4, 2017
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$10.90
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2,862
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October 6, 2017
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$11.13
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72,579
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October 9, 2017
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$11.21
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19,154
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October 10, 2017
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$11.24
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18,000
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November 2, 2017
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$12.09
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33,892
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November 3, 2017
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$12.20
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34,162
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November 6, 2017
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$12.27
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21,793
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November 7, 2017
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$12.26
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130,010
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November 8, 2017
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$12.29
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61,006
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November 9, 2017
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$12.41
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52,065
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November 10, 2017
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$12.40
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84,224
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November 13, 2017
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$12.39
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45,594
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November 14, 2017
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$12.48
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58,613
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(d)
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No other person is known by the Reporting Persons to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares held by the Reporting Persons.
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(e)
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Not applicable.
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Item 7.
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Material to Be Filed as Exhibits.
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1.
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Joint Filing Agreement dated as of July 12, 2017, by the Reporting Persons (incorporated by reference to the Schedule 13D dated July 12, 2017)
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2. |
Share Purchase Agreement dated as of July 11, 2017, by and among Mr. Ming Kown Koo, Ms. Sui Sin Cho and Kaisa Group Holdings Limited (incorporated by reference to the Schedule 13D dated July 12, 2017)
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Dated: November 15, 2017
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Kaisa Group Holdings Limited
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By:
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/s/ Felix Law
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Name:
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Felix Law
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Title:
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Authorized Person
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Greater Sail Limited
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By:
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/s/ Felix Law
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Name:
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Felix Law
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Title:
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Authorized Person
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