Source and Amount of Funds or Other Consideration. State the source and the amount of funds or other consideration used or to be used in making the purchases, and if any part of the purchase price is or will be represented by funds or other consideration borrowed or otherwise obtained for the pur- pose of acquiring, holding, trading or voting the securities, a description of the trans- action and the names of the parties thereto. Where material, such information should also be provided with respect to prior acqui- sitions not previously reported pursuant to
Source and Amount of Funds or Other Consideration. In addition to the 746,555 shares of Common Stock acquired on November 8, 1984 (see Item 4 below for description of this transaction), certain information with respect to shares previously owned by the Reporting Persons, is set forth in Item 3 of the November, 1983 Filing which information is incorporated herein by this reference. The 746,555 shares described in Item 4 were acquired pursuant to 3-year promissory notes delivered to each Selling Stockholder providing for semi-annual payments of interest; such payments are secured by a pledge of the shares of Common Stock so acquired. No down payment was required by the Stock Purchase Agreements, and no decision has been made by the Reporting Persons as to the method of obtaining funds necessary to make the installment payments called for under the promissory notes.
Source and Amount of Funds or Other Consideration. Certain information with respect to the shares previously owned by the Reporting Persons, is set forth in Item 3 of the 1983 filing and Item 3 of the 1984 filing, which information is incorporated herein by this reference. On May 10, 1985 the Reporting Persons acquired 55,449 shares of the Common Stock of the Company. These shares were acquired pursuant to a three-year promissory notes delivered to each selling stockholder providing for semi-annual payments of interest; such payments are secured by a pledge of the shares of Common Stock so acquired. No down payment was required by the Stock Purchase Agreements, and no decision has been made by the Reporting Persons as to the method of obtaining funds necessary to make the installment payments called for under the promissory note. The above-referenced purchase is evidenced by a Stock Purchase Agreement identical in form to that attached as Exhibit 1 to the 1983 filing. That Exhibit 1 to the 1983 filing is hereby incorporated herein by this reference. CUSIP No. 030000000 SCHEDULE 13D -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. At the time of the acquisition of shares of the Common Stock by the Reporting Persons described in the 1983 filing, the 1984 filing, and in the previous Item 3, there were and are no plans or proposals by or between the Reporting Persons which would relate to or result in matters described in clauses (b) through (j) of Item 4 of Schedule 13D. The Reporting Persons are both directors and executive officers of the Company. The Reporting Persons do not intend to materially change the Company's management, present capitalization or dividend policy, the charter documents or the Company's business or corporate structure. The purpose of the purchase by the Reporting Persons of the Common Stock of the Company is to obtain control of the Company.
Source and Amount of Funds or Other Consideration. (a) (c) The information set forth in Section 9 ("Financing of the Offer and the Merger") of the Offer to Purchase is incorporated herein by reference.
Source and Amount of Funds or Other Consideration. Item 3 of the Statement is hereby supplemented by the following: Since April 14, 2022, Xxxxxxxxx sold an aggregate amount of 7,490,518 ADSs, representing 1,498,104 Class A Ordinary Shares of the Issuer, in the open market with a weighted average trading price of US$7.7 per ADS.
Source and Amount of Funds or Other Consideration. The source and amount of funds used or to be used by the Reporting Persons to purchase shares of the Stock are as follows:
Source and Amount of Funds or Other Consideration. State the source and the amount of funds or other consideration used or to be used in making the purchases, and if any part of the purchase price is or will be represented by funds or other consideration borrowed or otherwise obtained for the pur- pose of acquiring, holding, trading or voting the securities, a description of the trans- action and the names of the parties thereto. Where material, such information should also be provided with respect to prior acqui- sitions not previously reported pursuant to this regulation. If the source of all or any part of the funds is a loan made in the ordi- nary course of business by a bank, as defined in section 3(a)(6) of the Act, the name of the bank shall not be made available to the pub- lic if the person at the time of filing the statement so requests in writing and files such request, naming such bank, with the Secretary of the Commission. If the securi- ties were acquired other than by purchase, describe the method of acquisition.
Source and Amount of Funds or Other Consideration. Item 3 of the Statement is hereby supplemented by the following: Since March 11, 2022, Windcreek sold an aggregate amount of 7,551,232 ADSs, representing 1,510,246 Class A Ordinary Shares of the Issuer, in the open market with a weighted average trading price of US$8.7721 per ADS.
Source and Amount of Funds or Other Consideration. (a) and (b) The information set forth in Section 10 ("Source and Amount of Funds") of the Offer to Purchase is incorporated herein by reference.
(c) Not applicable. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS.
(a) (e) The information set forth in Section 12 ("Purpose of the Offer; The Merger Agreement; Other Agreements") of the Offer to Purchase is incorporated herein by reference.
Source and Amount of Funds or Other Consideration. JD Sunflower entered into a Share Subscription Agreement with the Issuer on March 22, 2021,, a copy of which is attached hereto as Exhibit 99.2 (the “Share Subscription Agreement”). JD Sunflower further entered into an Amendment to Share Subscription Agreement with the Issuer on February 25, 2022, a copy of which is attached hereto as Exhibit 99.3 (the “SSA Amendment”). The description of the Share Subscription Agreement and the SSA Amendment contained herein is qualified in its entirety by reference to Exhibits 99.2 and 99.3 respectively, which are incorporated herein by reference. Pursuant to the Share Subscription Agreement (as amended by the SSA Amendment), the Issuer issued to JD Sunflower 109,215,017 Ordinary Shares (the “Subscription Shares”), representing 10.5% of the Issuer’s outstanding Ordinary Shares, for the total consideration of (i) an aggregate purchase price of US$546,000,000 in cash (the “Purchase Price”) and (ii) JD’s signing and delivery of a Business Cooperation Agreement (the “BCA”) to the Issuer, pursuant to which JD will provide certain strategic resources to the Issuer, at a closing that occurred on February 28, 2022 (the “Closing Date”). A copy of the BCA is attached hereto as Exhibit 99.4. The description of the BCA contained herein is qualified in its entirety by reference to Exhibit 99.4, which is incorporated herein by reference. JD Sunflower used the working capital of JD, its parent holding company, to fund the Purchase Price, and XX entered into and delivered the BCA to the Issuer, as the rest of the total consideration for the Subscription Shares.
