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. ☐
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).
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1
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NAMES OF
REPORTING PERSONS
Yan Tang
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(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)
PF, OO
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5
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CHECK BOX 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
The Peoples Republic of
China
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|
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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
0
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8
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SHARED VOTING POWER
96,687,276 Ordinary Shares
(1)
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|
9
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SOLE DISPOSITIVE POWER
0
|
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10
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SHARED DISPOSITIVE POWER
96,687,276 Ordinary Shares
(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,687,276 Ordinary Shares
(1)
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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)
24.2%
(2)
(representing 74.2% of the voting power of the total outstanding Ordinary
Shares (including Class A and Class B Ordinary Shares) of the Company)
(3)
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14
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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(1)
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Includes (i) 85,886,370 Class B ordinary shares, par value $0.0001 per share, of the Company (Class B Ordinary Shares) and 5,569,600 Class A ordinary shares represented by ADSs held of record by Gallant
Future Holdings Limited, a company wholly owned and controlled by a family trust controlled by Mr. Tang, (ii) 4,393,806 Class A Ordinary Shares that Mr. Tang has the right to acquire upon exercise of options within 60 days after April 25, 2017, and
(ii) 837,500 Class A Ordinary Shares that Ms. Sichuan Zhang, the wife of Mr. Tang, has the right to acquire upon exercise of options within 60 days after April 25, 2017.
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2
(2)
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The calculation is based on 394,312,495 Ordinary Shares (including Class A and Class B Ordinary Shares) outstanding as of March 31, 2017, as disclosed in the Companys annual report on Form 20-F filed with the
Commission on April 26, 2017, assuming conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares.
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(3)
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Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share. See Item 5.
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3
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1
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NAMES OF
REPORTING PERSONS
Sichuan Zhang
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(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, OO
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5
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CHECK BOX 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
The Peoples Republic of
China
|
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|
|
|
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
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|
SOLE VOTING POWER
0
|
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8
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SHARED VOTING POWER
96,687,276 Ordinary Shares
(1)
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9
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SOLE DISPOSITIVE POWER
0
|
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10
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SHARED DISPOSITIVE POWER
96,687,276 Ordinary Shares
(1)
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|
|
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,687,276 Ordinary Shares
(1)
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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)
24.2%
(2)
(representing 74.2% of the voting power of the total outstanding Ordinary
Shares (including Class A and Class B Ordinary Shares) of the Company)
(3)
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14
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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(1)
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Includes (i) 85,886,370 Class B Ordinary Shares and 5,569,600 Class A ordinary shares represented by ADSs held of record by Gallant Future Holdings Limited, a company wholly owned and controlled by a family trust
controlled by Mr. Yan Tang, the husband of Ms. Zhang, (ii) 4,393,806 Class A Ordinary Shares that Mr. Tang has the right to acquire upon exercise of options within 60 days after April 25, 2017, and (ii) 837,500 Class A Ordinary Shares that Ms. Zhang
has the right to acquire upon exercise of options within 60 days after April 25, 2017.
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4
(2)
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The calculation is based on 394,312,495 Ordinary Shares (including Class A and Class B Ordinary Shares) outstanding as of March 31, 2017, as disclosed in the Companys annual report on Form 20-F filed with the
Commission on April 26, 2017, assuming conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares.
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(3)
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Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share. See Item 5.
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5
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1
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NAMES OF
REPORTING PERSONS
Gallant Future Holdings Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(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, OO
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5
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CHECK BOX 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
91,455,970 Ordinary Shares
(1)
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8
|
|
SHARED VOTING POWER
0
|
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9
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|
SOLE DISPOSITIVE POWER
91,455,970 Ordinary Shares
(1)
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10
|
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SHARED DISPOSITIVE POWER
0
|
|
|
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11
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,455,970 Ordinary Shares
(1)
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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)
23.2%
(2)
(representing 74.1% of the voting power of the total outstanding Ordinary
Shares (including Class A and Class B Ordinary Shares) of the Company)
(3)
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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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Includes 85,886,370 Class B Ordinary Shares and 5,569,600 Class A ordinary shares represented by ADSs held of record by Gallant Future Holdings Limited.
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(2)
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The calculation is based on 394,312,495 Ordinary Shares (including Class A and Class B Ordinary Shares) outstanding as of March 31, 2017, as disclosed in the Companys annual report on Form 20-F filed with the
Commission on April 26, 2017, assuming conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares.
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(3)
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Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share. See Item 5.
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6
Explanatory Note
This statement on Schedule 13D amends and supplements the Original Filing solely for, and only to the extent that it relates to, the Mangement
Reporting Persons. This statement does not modify any of the information previously reported on the Original Filing or any of the information reported by any Reporting Persons (as defined in the Original Filing) other than the Management Reporting
Persons.
Except as provided herein, this statement does not modify any of the information previously reported on the Original Filing.
Item 2. Identity and Background.
Mr. Tang, Ms. Zhang and Gallant Future are collectively referred to herein as
Management Reporting Persons
, and
each, a
Management Reporting Person
.
(a)(c), (f) This statement on Schedule 13D is being filed jointly by
the Management Reporting Persons pursuant to
Rule 13d-1(k)
promulgated by the SEC under Section 13 of the Act.
Except as otherwise stated herein, each Management Reporting Person expressly disclaims beneficial ownership for all purposes of the Ordinary
Shares (including Class A Ordinary Shares represented by the ADSs) held by each other Management Reporting Person or by any other Reporting Persons (as defined in the Original Filing) that is not a Management Reporting Person.
The agreement among the Management Reporting Persons relating to the joint filing is attached hereto as
Exhibit
A
.
Information with respect to each of the Management Reporting Persons is given solely by such Management Reporting Person, and no Management Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the
other Management Reporting Persons, except as otherwise provided in Rule
13d-1(k).
Mr. Tang
is the
co-founder,
chairman of board of directors and chief executive officer of the Company. Ms. Zhang is a director and the president of U.S. operations of the Company, and the wife of Mr. Tang.
Each of Mr. Tang and Ms. Zhang is a PRC citizen. Gallant Future is principally an investment holding vehicle. Gallant Future is a company organized and existing under the laws of the British Virgin Islands, and is wholly owned and
controlled by a family trust controlled by Mr. Tang. The principal business address of each of Mr. Tang, Ms. Zhang and Gallant Future is c/o 20th Floor, Block B, Tower 2, Wangjing SOHO, No.1 Futongdong Street, Chaoyang District,
Beijing 100102, Peoples Republic of China.
The name, business address, present principal occupation or employment and citizenship
of each of the executive officers and directors of Gallant Future are set forth on
Schedule A
hereto and are incorporated herein by reference.
(d) (e) During the last five years, none of the Management Reporting Persons and, to the best knowledge of each Management
Reporting Person, any of the persons listed on
Schedule A
hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a 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.
7
Item 5. Interest in Securities of the Issuer.
Solely on behalf of, and only to the extent that it relates to, the Management Reporting Persons, Item 5 of the Original Filing is hereby
amended and stated as follows:
(a)(b) The responses of each Management Reporting Person to Rows (11) through (13) of the
cover pages of this Schedule 13D 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 Management Reporting Person is based on 394,312,495 Ordinary
Shares (including Class A and Class B Ordinary Shares) outstanding as of March 31, 2017, as disclosed in the Companys annual report on Form
20-F
filed with the Commission on April 26,
2017, assuming conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares. Except as otherwise stated herein, each Management Reporting Person expressly disclaims any beneficial ownership of the Ordinary
Shares held by each other Management Reporting Person or by any other Reporting Persons (as defined in the Original Filing) that is not a Management Reporting Person.
Holders of Class A Ordinary Share and Class B Ordinary Share have the same rights except for voting and conversion rights. Each
Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote
per share.
Except as disclosed in this statement on Schedule 13D, none of the Management Reporting Persons nor, to the best of their
knowledge, any of the persons listed in
Schedule A
hereto, beneficially owns any Ordinary Shares or has the right to acquire any Ordinary Shares.
Except as disclosed in this statement on Schedule 13D, none of the Management Reporting Persons nor, to the best of their knowledge, any of
the persons listed in
Schedule A
hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares which it may be deemed to beneficially own.
(c) Gallant Future engaged in the following open-market transactions with respect to the Issuers Ordinary Shares during the last 60
days:
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Transaction Date
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Number of ADSs
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Price per ADS
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Type of Transaction
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April 17, 2017
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173,600
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$
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38.0483
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Sale
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April 18, 2017
|
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173,600
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$
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36.9512
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|
Sale
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April 19, 2017
|
|
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173,600
|
|
|
$
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37.3354
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|
Sale
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April 20, 2017
|
|
|
173,600
|
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|
$
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37.9868
|
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|
Sale
|
April 21, 2017
|
|
|
173,600
|
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|
$
|
38.0500
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Sale
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April 24, 2017
|
|
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173,600
|
|
|
$
|
38.2197
|
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|
Sale
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April 25, 2017
|
|
|
173,600
|
|
|
$
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38.2936
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|
Sale
|
In addition to the above sales, on February 3, 2017, Gallant Future gifted, for no consideration,
3,000,000 Class A Ordinary Shares to a beneficiary of the family trust that wholly owns Gallant Future.
8
Other than the foregoing, none of the Management Reporting Persons nor, to the best of their
knowledge, any of the persons listed in
Schedule A
hereto, has effected any transaction in the Ordinary Shares during the past 60 days.
(d) Except as disclosed in this statement on Schedule 13D, to the best knowledge of the Management 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 Management Reporting Persons.
(e) Not applicable.
Item 7.
Material to be Filed as Exhibits.
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Exhibit
No.
|
|
Description
|
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A
|
|
Joint Filing Agreement dated April 26, 2017 by and among the Management Reporting Persons.
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9
SIGNATURE
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.
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Date: April 26, 2017
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Yan Tang
|
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By:
|
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/s/ Yan Tang
|
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Sichuan Zhang
|
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|
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By:
|
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/s/ Sichuan Zhang
|
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|
|
|
Gallant Future Holdings Limited
|
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|
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By:
|
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/s/ Yan Tang
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Name:
|
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Yan Tang
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Title:
|
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Director
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SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS
Gallant Future Holdings Limited
The
business address of each of the following individuals is c/o 20
th
Floor, Block B, Tower 2, Wangjing SOHO, No.1 Futongdong Street, Chaoyang District, Beijing 100102, Peoples Republic of
China.
Directors:
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Name
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Country of Citizenship
|
Yan Tang
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The Peoples Republic of China
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Executive Officers:
|
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None
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