The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this statement is provided as of December 31, 2016. The percentage amounts are based on 276,397,062 ordinary shares outstanding as of March 31, 2016 as reported in the Issuers annual report on Form 20-F for the fiscal year ended December 31, 2015 filed on April 20, 2016.
Amount beneficially owned:
I:
Qi Ji beneficially owns 104,347,360 ordinary shares, including (i) 73,144,905 ordinary shares held of record by Winner Crown Holdings Limited (Winner Crown), of which Qi Ji is the sole beneficial owner, (ii) 3,889,255 restricted ordinary shares, (iii) 836,348 vested options, and (iv) 4,000,000 restricted ADSs representing 16,000,000 ordinary shares, 550 ADSs representing 2,200 ordinary shares and 10,474,652 ordinary shares held of record by East Leader International Limited (East Leader), over which Qi Ji has voting power pursuant to a power of attorney dated November 27, 2014.
II.
Winner Crown owns of record 73,144,905 ordinary shares.
III:
Sherman Holdings Limited owns all of the equity interests in Winner Crown and is wholly owned by Credit Suisse Trust Limited, as Trustee of the Ji Family Trust (CS Trustee).
IV:
CS Trustee owns all the equity interests in Winner Crown. It acts as trustee of the Ji Family Trust of which Qi Ji and his family members are the beneficiaries.
V:
Tongtong Zhao beneficially owns 26,576,852 ordinary shares, including (i) 100,000 vested options owned by her personally and (ii) 4,000,000 restricted ADSs representing 16,000,000 ordinary shares, 550 ADSs representing 2,200 ordinary shares and 10,474,652 ordinary shares held by East Leader.
VI:
East Leader owns of record 26,476,852 ordinary shares, including: 4,000,000 restricted ADSs representing 16,000,000 ordinary shares, 550 ADSs representing 2,200 ordinary shares and 10,474,652 ordinary shares held of record by East Leader, over which Qi Ji has voting power pursuant to a power of attorney dated November 27, 2014.
VII:
Perfect Will Holdings Limited owns all of the equity interest in East Leader and is wholly owned by Asia Square Holdings Ltd., as nominee for
J. Safra Sarasin Trust Company (Singapore) Ltd
(Sarasin Trust). Sarasin Trust acts as trustee of the Tanya Trust of which Tongtong Zhao, a co-founder and independent director of the Issuer, and her family members are the beneficiaries.
(b) Percent of class:
See Item 11 of each cover page.
(c) Number of shares as to which such person has:
(i): Sole power to vote or to direct the vote:
See Item 5 of each cover page.
(ii) Share power to vote or to direct the vote:
See Item 6 of each cover page.
(iii) Sole power to dispose or direct the disposition:
See Item 7 of each cover page.
(iv) Shared power to dispose or direct the disposition:
See Item 8 of each cover page.
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