Statement of Ownership (sc 13g)
February 12 2019 - 7:24AM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
Class A ordinary shares, par value US$0.00001 per share
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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* 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 the disclosures provided in a prior cover page.
** There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 608012100 has been assigned to the American Depositary Shares (“ADSs”) of the Company, which are quoted on the New York Stock Exchange under the symbol “MOGU”. Each ADS represents 25 Class A Ordinary Shares.
The information required in 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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CUSIP No. 608012100
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Ping An Insurance (Group) Co. of China Ltd.
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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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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
The People’s Republic of China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
161,960,075
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
161,960,075
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
161,960,075
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o
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11.
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Percent of Class Represented by Amount in Row (9)
6.8
%
***
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12.
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Type of Reporting Person (See Instructions)
HC-CO
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**
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The ownership percentage of the Reporting Person is calculated based on a total of 2,371,289,450 Class A ordinary shares of the Issuer outstanding as of January 28, 2019.
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CUSIP No. 608012100
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Pingan eCommerce Limited Partnership
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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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o
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(b)
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o
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3.
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SEC Use Only
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4.
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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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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
37,790,684
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
37,790,684
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
37,790,684
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o
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11.
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Percent of Class Represented by Amount in Row (9)
1.6
%
**
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12.
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Type of Reporting Person (See Instructions)
PN
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*** The ownership percentage of the Reporting Person is calculated based on a total of 2,371,289,450 Class A ordinary shares of the Issuer outstanding as of January 28, 2019.
3
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CUSIP No. 608012100
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Roc Peace 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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o
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(b)
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o
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3.
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SEC Use Only
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4.
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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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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
124,169,391
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
124,169,391
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
124,169,391
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o
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11.
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Percent of Class Represented by Amount in Row (9)
5.2
%
**
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12.
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Type of Reporting Person (See Instructions)
CO
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*** The ownership percentage of the Reporting Person is calculated based on a total of 2,371,289,450 Class A ordinary shares of the Issuer outstanding as of January 28, 2019.
4
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Item 1.
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(a)
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Name of Issuer:
MOGU Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
9/F, Building No.1, Zhejiang Wealth Center
Gudun Road 99, Xihu District
Hangzhou 310000
The People's Republic of China
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Item 2.
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(a)
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Name of Person Filing:
I. Ping An Insurance (Group) Co. of China Ltd.
II. Pingan eCommerce Limited Partnership
III. Roc Peace Limited
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(b)
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Address of Principal Business Office or, if none, Residence:
I, II, & III. Ping An Finance Building
No. 1333 Lujiazui Loop, Pudong District
Shanghai 200120
The People’s Republic of China
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(c)
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Citizenship:
I. The People’s Republic of China
II. Cayman Islands
III. British Virgin Islands
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(d)
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Title of Class of Securities:
Class A ordinary shares, par value US$0.00001 per share
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(e)
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CUSIP Number:
608012100
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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Not applicable
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5
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Item 4.
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Ownership
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(a)
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Amount beneficially owned:
See the responses to Item 9 on the attached cover pages.
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(b)
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Percent of class:
See the responses to Item 11 on the attached cover pages.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
See the responses to Item 5 on the attached cover pages.
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(ii)
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Shared power to vote or to direct the vote:
See the responses to Item 6 on the attached cover pages.
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(iii)
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Sole power to dispose or to direct the disposition of:
See the responses to Item 7 on the attached cover pages.
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(iv)
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Shared power to dispose or to direct the disposition of:
See the responses to Item 8 on the attached cover pages.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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See Exhibit 99.2
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable
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Item 9.
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Notice of Dissolution of Group
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Not applicable
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Item 10.
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Certifications
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Not applicable
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6
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: February 12,
2019
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Ping An Insurance (Group) Co.
o
f China Ltd.
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By:
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/s/ Mingzhe Ma
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Name: Mingzhe Ma
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Title: Legal Representative
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Pingan
eC
ommerce Limited Partnership
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By:
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/s/ Shengke Liu
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Name:
Shengke Liu
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Title: Director
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Roc Peace Limited
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By:
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/s/ Shengke Liu
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Name:
Shengke Liu
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Title: Director
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7
Exhibit Index
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Exhibit No.
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Exhibit
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99.1
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Joint Filing Agreement
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99.2
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Item 7 Information
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8
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