Sec Form 13D Filing - Crystal Peak Investment Inc. filing for - 2026-03-25

Item 3 is hereby amended and supplemented by adding the following at the end thereof: The Reporting Persons anticipate, as of the date of this Amendment No. 5 to Schedule 13D, that if the Proposed Revised Transaction (as defined in Item 4 below) is consummated on the terms contemplated by the Second Revised Proposal (as defined in Item 4 below), the Consortium will acquire all of the Publicly Held Shares at the price of US$0.06 per Ordinary Share. The source of funds remains the same as contemplated under the existing Merger Agreement. For the avoidance of doubt, it is anticipated that the funding for the Proposed Revised Transaction will be provided by equity capital arranged by the Reporting Persons. It is also anticipated that Reporting Persons who are existing shareholders of the Issuer will roll over their equity interests in the Issuer to an acquisition vehicle. The Proposed Revised Transaction is not expected to be subject to a financing condition. The information set forth in or incorporated by reference in Item 4 of this Schedule 13D is incorporated herein by reference in its entirety.

Item 4 is hereby amended and supplemented by adding the following at the end thereof: On March 24, 2026, Parent and Merger Sub submitted a revised non-binding proposal letter (the "Second Revised Proposal") to the special committee of the board of directors of the Issuer in connection with the Merger. In the Second Revised Proposal, Parent and Merger Sub proposed to revise the consideration paid per Ordinary Share in the Merger from US$0.90 to US$0.06 (the "Proposed Revised Transaction") and to amend certain terms of the Merger Agreement and other transaction documents and certain information in the transaction statement on Schedule 13E-3 and the proxy statement to reflect the terms of the Proposed Revised Transaction. The proposed price adjustment reflects the Consortium's consideration of the following factors: (a) based on the Consortium's understanding and publicly available information, the success rate of applications to set aside or to refuse enforcement of arbitral awards by a competent court in the People's Republic of China is low, and accordingly, the substantial monetary liabilities of approximately RMB576.5 million in the aggregate imposed by the Awards have had, and would reasonably be expected to continue to have, a material adverse effect on the Issuer's financial condition, including potentially rendering the Issuer unable to pay its debts as they become due and payable; (b) overturning the Awards and obtaining a judgment in favor of the Issuer would require several rounds of litigation and court proceedings, the outcome of which is subject to significant uncertainty; (c) even if the Issuer were ultimately to succeed in overturning the Awards and obtaining a favorable outcome, such process would be expected to take a considerable amount of time to complete; and (d) notwithstanding the significant uncertainty, the prolonged process and risks associated with the Awards, the Consortium remains committed to assuming such risks and proceeding with the Proposed Revised Transaction in order to provide the unaffiliated security holders (as defined in Rule 13e-3 of the Securities Exchange Act of 1934, as amended) of the Issuer with an opportunity to realize value for their Ordinary Shares, which value could otherwise be further diminished or reduced to nil in the absence of the Proposed Revised Transaction. If the Proposed Revised Transaction is consummated, the Ordinary Shares would become eligible for termination of registration pursuant to Section 12(g)(4) of the Act and would no longer be listed for quotation on OTC Pink tier of the OTC Markets. In addition, the Proposed Revised Transaction could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the board of directors of the Issuer (as the surviving company in the merger) to consist of persons to be designated by the Consortium, and a change in the Issuer's memorandum and articles of association to reflect that the Issuer would become a privately held company. No assurance can be given that any proposal, any definitive agreement or any transaction relating to the Proposed Revised Transaction will be entered into or consummated. The Second Revised Proposal provides that a binding obligation with respect to the Proposed Revised Transaction will result only from the execution of definitive agreements, and then only on terms and conditions provided in such agreements. The information disclosed in Item 4 of this Amendment No. 5 to Schedule 13D does not purport to be complete and is qualified in its entirety by reference to the Second Revised Proposal, a copy of which is filed as Exhibit 99.18 and is incorporated herein by reference in its entirety. Except as disclosed in this Schedule 13D, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D.

The responses of each Reporting Person to Rows (7) through (13) of the cover pages are hereby incorporated by reference in this Item 5. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is based on 41,212,693 Ordinary Shares outstanding as of June 30, 2025 as disclosed in the Issuer's Form 20-F, filed on July 31, 2025. Except as otherwise stated herein, each Reporting Person expressly disclaims any beneficial ownership of the Ordinary Shares held by each other Reporting Person.

See Item 5(a) above.

Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the Ordinary Shares during the past 60 days.

Except as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by any of the Reporting Persons.

Not applicable.

Item 6 is hereby amended and supplemented by adding the following at the end thereof: The Reporting Persons' Response to Item 4 of this Amendment No. 5 to Schedule 13D is incorporated by reference to this Item 6. To the best knowledge of the Reporting Persons, except as provided herein or incorporated by reference in this Amendment, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.

99.17 Joint Filing Agreement dated March 25, 2026 by and among the Reporting Persons. 99.18 Second Revised Proposal dated March 24, 2026 from Oceanpine Skyline Inc. and Oceanpine Merger Sub Inc.to the special committee of the board of directors of the Issuer.