1/F East Gate, Building No. 2, Jian Wai Soho,
No. 39 Dong San Huan Zhong Road,
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), 13d-1(f) or 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 (the “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).
SCHEDULE 13D
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CUSIP No.
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00211V106
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1
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Kevin Xiaofeng Ma
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☐
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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)
N/A
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5
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Check 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
People’s Republic of China
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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
25,160,508 Common 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
25,160,508 Common Shares 1
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
25,160,508 Common Shares 1
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12
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Check Box 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)
39.6%% 2
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14
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Type of Reporting Person (See Instructions)
IN
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1 Includes (i) 1,734,446 Common Shares held by Kevin Xiaofeng Ma, (ii) 4,998,988 Common Shares held by Able Knight Development Limited (“Able Knight”), and (iii) 18,427,074 Common Shares held by Joingear Limited. Able Knight is a British Virgin Islands company wholly owned by Precious Time Holdings Limited (“Precious Time”) and ultimately wholly owned by HSBC International Trustee Limited as trustee of an irrevocable trust constituted under the laws of the Cayman Islands with Kevin Xiaofeng Ma as the settlor and certain family members of Kevin Xiaofeng Ma as the beneficiaries (“Ma Family Trust”).
2 Percentage calculated based on 63,476,808 outstanding Common Shares as of April 22, 2020 as disclosed in the Issuer’s annual report on Form 20-F filed with the Securities Exchange and Commission on April 28, 2020.
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CUSIP No.
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00211V106
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1
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Able Knight Development Limited
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☐
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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)
N/A
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5
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Check 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
0
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8
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Shared Voting Power
4,998,988 Common 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
4,998,988 Common Shares 1
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,998,988 Common Shares 1
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12
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Check Box 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)
7.9%% 2
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14
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Type of Reporting Person (See Instructions)
CO
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1 Includes 4,998,988 Common Shares held by Able Knight. Able Knight is a British Virgin Islands company wholly owned by Precious Time and ultimately wholly owned by HSBC International Trustee Limited as trustee of an irrevocable trust constituted under the laws of the Cayman Islands with Kevin Xiaofeng Ma as the settlor and certain family members of Kevin Xiaofeng Ma as the beneficiaries. Kevin Xiaofeng Ma is the sole director of Able Knight. The business address of Able Knight is Portcullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin Islands.
2 Percentage calculated based on 63,476,808 outstanding Common Shares as of April 22, 2020 as disclosed in the Issuer’s annual report on Form 20-F filed with the Securities Exchange and Commission on April 28, 2020.
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1
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Precious Time Holdings Limited
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☐
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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)
N/A
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5
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Check 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
0
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8
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Shared Voting Power
4,998,988 Common 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
4,998,988 Common Shares 1
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,998,988 Common Shares 1
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12
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Check Box 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)
7.9% 2
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14
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Type of Reporting Person (See Instructions)
CO
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1 Includes 4,998,988 Common Shares held by Able Knight. Able Knight is a British Virgin Islands company wholly owned by Precious Time and ultimately wholly owned by HSBC International Trustee Limited as trustee of an
irrevocable trust, the Ma Family Trust, constituted under the laws of the Cayman Islands with Kevin Xiaofeng Ma as the settlor and certain family members of Kevin Xiaofeng Ma as the beneficiaries. The business address of Precious Time is Woodbourne Hall, P.O. Box 916, Road Town, Tortola, British Virgin Islands.
2 Percentage calculated based on 63,476,808 outstanding Common Shares as of April 22, 2020 as disclosed in the Issuer’s annual report on Form 20-F filed with the Securities Exchange and Commission on April 28, 2020.
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CUSIP No.
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00211V106
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1
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Ma Family Trust
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☐
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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)
N/A
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5
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Check 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
Cayman 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
0
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8
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Shared Voting Power
4,998,988 Common 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
4,998,988 Common Shares 1
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,998,988 Common Shares 1
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12
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Check Box 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)
7.9% 2
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14
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Type of Reporting Person (See Instructions)
OO
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1 Includes 4,998,988 Common Shares held by Able Knight. Able Knight is a British Virgin Islands company wholly owned by Precious Time and ultimately wholly owned by HSBC International Trustee Limited as trustee of an irrevocable trust, the Ma Family Trust, constituted under the laws of the Cayman Islands with Kevin Xiaofeng Ma as the settlor and certain family members of Kevin Xiaofeng Ma as the beneficiaries. The business address of the Ma Family Trust is 21 Collyer Quay #19-01, HSBC Building, Singapore 049320.
2 Percentage calculated based on 63,476,808 outstanding Common Shares as of April 22, 2020 as disclosed in the Issuer’s annual report on Form 20-F filed with the Securities Exchange and Commission on April 28, 2020.
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CUSIP No.
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00211V106
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1
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Joingear Limited
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☐
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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)
N/A
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5
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Check 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
0
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8
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Shared Voting Power
18,427,074 Common 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
18,427,074 Common Shares 1
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
18,427,074 Common Shares 1
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12
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Check Box 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)
29.0% 2
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14
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Type of Reporting Person (See Instructions)
CO
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1 Includes 18,427,074 Common Shares held by Joingear Limited. Joingear Limited is a British Virgin Islands company with 100% of its issued and outstanding share capital owned by Kevin Xiaofeng Ma. Kevin Xiaofeng Ma and Zhilei Tong are directors of Joingear Limited. The business address of Joingear Limited is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.
2 Percentage calculated based on 63,476,808 outstanding Common Shares as of April 22, 2020 as disclosed in the Issuer’s annual report on Form 20-F filed with the Securities Exchange and Commission on April 28, 2020.
This Amendment No. 8 (“Amendment No. 8”) amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on November 20, 2015, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, and Amendment No. 7 filed with the Commission on March 23, 2016, August 30, 2017, February 8, 2018, June 29, 2018, August 17, 2018, August 29, 2019, and December 24, 2019, respectively (as amended, the “Schedule 13D”) by the Reporting Persons with respect to the common shares, par value $0.01 per share (the “Common Shares”), and American Depositary Shares, each representing two Common Shares (the “ADS”), issued by ATA Creativity Global (the “Issuer”; formerly known as ATA Inc.). Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D, unless otherwise defined herein.
Explanatory Note
As previously reported by the Issuer on a current report on Form 6-K filed on December 18, 2019, the Issuer issued 5,662,634 Common Shares to CL-TCC for consideration of $10,022,862.18 in a private placement that closed on December 24, 2019. As a result, the holdings of the Reporting Persons were accordingly diluted, leading to the diminished beneficial ownership of the Issuer that the Reporting Persons are reporting in this Amendment No. 8.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
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(a)-(b)
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Kevin Xiaofeng Ma may be deemed to have (i) beneficial ownership and (ii) shared power with Able Knight, Precious Time, Ma Family Trust and Joingear Limited to vote or direct the vote of, and shared power with Able Knight, Precious Time, Ma Family Trust and Joingear Limited to dispose or direct disposition of, 25,160,508 Common Shares, representing approximately 39.6% of the total outstanding Common Shares.
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Able Knight may be deemed to have (i) beneficial ownership and (ii) shared power with Precious Time and Ma Family Trust to vote or direct the vote of, and shared power with Precious Time and Ma Family Trust to dispose or direct disposition of, 4,998,988 Common Shares, representing approximately 7.9% of the total outstanding Common Shares.
Precious Time may be deemed to have (i) beneficial ownership and (ii) shared power with Able Knight and Ma Family Trust to vote or direct the vote of, and shared power with Able Knight and Ma Family Trust to dispose or direct disposition of, 4,998,988 Common Shares, representing approximately 7.9% of the total outstanding Common Shares.
Ma Family Trust may be deemed to have (i) beneficial ownership and (ii) shared power with Able Knight and Precious Time to vote or direct the vote of, and shared power with Able Knight and Precious Time to dispose or direct disposition of 4,998,988 Common Shares, representing approximately 7.9% of the total outstanding Common Shares.
Able Knight is wholly owned by Precious Time and ultimately wholly owned by Ma Family Trust. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Precious Time and Ma Family Trust may be deemed to beneficially own all of the Common Shares beneficially owned by Able Knight.
Joingear Limited may be deemed to have (i) beneficial ownership and (ii) shared power with Kevin Xiaofeng Ma to vote or direct the vote of, and shared power with Kevin Xiaofeng Ma to dispose or direct disposition of 18,427,074 Common Shares, representing approximately 29.0% of the total outstanding Common Shares. Kevin Xiaofeng Ma may be deemed the beneficial owner of these shares as the sole shareholder of Joingear Limited.
The foregoing percentages are calculated based on 63,476,808 outstanding Common Shares as of April 22, 2020.
(c)No Reporting Persons have engaged in any transactions in the Issuer’s Common Shares in the last 60 days.
(d)No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares held by the Reporting Persons.
(e)Not applicable.
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: May 21, 2020
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Kevin Xiaofeng Ma
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By:
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/s/Kevin Xiaofeng Ma
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Able Knight Development Limited
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By:
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/s/ Kevin Xiaofeng Ma
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Name:
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Kevin Xiaofeng Ma
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Title:
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Director
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Precious Time Holdings Limited
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By:
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/s/Authorized Signatory(ies) of Lion International Management Limited
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Name:
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Lion International Management Limited
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Title:
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Authorized Signatory(ies) of Lion International Management Limited as director of Precious Time Holdings Limited
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Ma Family Trust
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By:
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/s/Authorized Signatory(ies) of HSBC International Trustee Limited
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Name:
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HSBC International Trustee Limited
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Title:
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Authorized Signatory(ies) of HSBC International Trustee Limited as trustee of the Ma Family Trust
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Joingear Limited
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By:
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/s/ Kevin Xiaofeng Ma
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Name:
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Kevin Xiaofeng Ma
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Title:
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Director
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