SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).

 

 

 

 

(1)         The Reporting Persons are deemed to beneficially own 7,456,641 Ordinary Shares based on beneficial ownership of 6,681,251 Ordinary Shares and 387,695 American Depositary Shares (the “ADSs”), representing 775,390 Ordinary Shares.

 

(2)         The percentage of Ordinary Shares reported as beneficially owned by each Reporting Person is based upon 135,664,877 Ordinary Shares outstanding as of December 31, 2017 as reported in the Issuer’s Form 20-F filed March 28, 2018.

 

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(1)         The Reporting Persons are deemed to beneficially own 7,456,641 Ordinary Shares based on beneficial ownership of 6,681,251 Ordinary Shares and 387,695 American Depositary Shares (the “ADSs”), representing 775,390 Ordinary Shares.

 

(2)         The percentage of Ordinary Shares reported as beneficially owned by each Reporting Person is based upon 135,664,877 Ordinary Shares outstanding as of December 31, 2017 as reported in the Issuer’s Form 20-F filed March 28, 2018.

 

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Item 1.         Security and Issuer

 

This Amendment No. 1 to the statement on Schedule 13D (this “Amendment”) relates to Ordinary Shares of LightInTheBox Holding Co., Ltd., a company incorporated in the Cayman Islands (the “Issuer”).  Two Ordinary Shares of the Issuer are represented by one American depository share (“ADS”).  The Issuer’s principal executive offices are located at Tower 2, Area D, Diantong Square; No. 7 Jiuxianqiao North Road; Chaoyang District, Beijing 100015; PRC.

 

This Amendment supplements and amends the statement on Schedule 13D filed on June 14, 2018 (as amended, the “Initial Statement”). Capitalized terms used in this Amendment, but not otherwise defined, have the meanings given to them in the Initial Statement.

 

Other than as amended by this Amendment, the disclosures in the Initial Statement are unchanged.  Responses to each item of this Amendment are incorporated by reference into the response to each other item, as applicable.

 

Item 2.         Identity and Background

 

This Statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):

 

·                  Quji (Alan) Guo (“Guo”), an individual, and

 

·                  Wincore Holdings Limited, a company incorporated in the British Virgins Islands with limited liability (“Wincore”).

 

The principal occupation of Guo is Director of the Issuer. Guo is a citizen of the People’s Republic of China. The address of the principal business and office of the Guo is Tower 2, Area D, Diantong Square, No. 7 Jiuxianqiao North Road, Chaoyang District, Beijing 100015, People’s Republic of China. Wincore’s principal business is to hold Guo’s beneficial interest in the Issuer. The sole director of Wincore is Guo. The registered address of Wincore Holdings Limited is Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands.

 

During the last five years, none of the Reporting Persons, nor any of the directors of Wincore, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or were 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.

 

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

 

On December 14, 2018, Zall Cross Border E-Commerce Investment Company Limited (“E-Commerce”) and Wincore Holdings Limited (“Wincore”) entered into an Amendment to Voting Agreement, pursuant to which the Voting Agreement, described in Item 6 of the Initial Statement was invalidated as of that date. As such, E-Commerce may no longer direct the vote of Wincore’s 7,456,641 shares, the parties may no longer be deemed members of a “group” with each other, and E-Commerce may no longer be deemed to have indirect voting power over Wincore’s shares. A copy of the English translation of the Amendment to the Voting Agreement is filed as Exhibit 1 hereto and the foregoing description is qualified in its entirety to such exhibit.

 

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Item 7.         Material to be Filed as Exhibits.

 

Exhibit Number		Description
1		English translation of Amendment to Voting Agreement dated December 14, 2018 between Zall Cross-border E-Commerce Investment Company Limited and Wincore Holdings Limited.

 

SIGNATURES

 

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

 

Date: December 28, 2018

 

	Quji (Alan) Guo
	/s/ Quji (Alan) Guo
	Signature
	Wincore Holdings Limited
	/s/ Quji (Alan) Guo
	Signature
	Name:	Quji (Alan) Guo Title: Director

 

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EXHIBIT 1

 

AMENDMENT TO VOTING AGREEMENT

 

This Amendment to Voting Agreement (this “Amendment”) is made and entered into as of December 14, 2018 by and between the following parties:

 

Party A: ZALL CROSS-BORDER E-COMMERCE INVESTMENT COMPANY LIMITED, a limited liability company incorporated and validly existing under the laws of British Virgin Islands.

 

Party B: Wincore Holdings Limited, a limited liability company incorporated and validly existing under the laws of British Virgin Islands.

 

(Party A and Party B, collectively, the “Parties”)

 

WHEREAS,

 

1.  LIGHTINTHEBOX HOLDING CO., LTD., is a company incorporated and validly existing under the laws of Cayman Islands, listed on the New York Stock Exchange (the “Listed Company”).

 

2.  Party A and Party B entered into a voting agreement as of June 27, 2018 (the “Voting Agreement”) with respect to voting in concert in the management, operation, shareholders decision-making and directors decision-making of the Listed Company in connection with the 34.4% and 5.5% shares held by them respectively, directly or indirectly, in the capital of the Listed Company.

 

NOW, THEREFORE, due to the development and changes of the objective conditions, the Parties agree by consensus to cancel the arrangements under the Voting Agreement, and the Voting Agreement shall be invalidated as of the signing date of this Amendment.

 

IN WITNESS WHEREOF this Amendment has been executed, sealed and delivered by the parties hereto and has been executed, sealed and delivered as of the date first above written.

 

ZALL CROSS-BORDER E-COMMERCE INVESTMENT COMPANY LIMITED

 

/s/YAN Zhi
Witness:
/s/ ZHAO Kai
Name: ZHAO Kai
Occupation: President Secretary

 

Address : Zall International Center, Jianghan District, Wuhan, Hubei, PRC

 

IN WITNESS WHEREOF this Amendment has been executed, sealed and delivered as of the date first above written.

 

Wincore Holdings Limited
/s/Quji (Alan) Guo
Witness:
Name:
Occupation:
Address :

 

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