Amended Statement of Ownership (sc 13g/a)
February 10 2021 - 12:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange
Act of 1934
(Amendment No. 2)*
CooTek (Cayman) Inc.
(Name of Issuer)
Class A Ordinary shares,
par value US$0.00001 per share
(Title of Class of Securities)
G2490L 109
(CUSIP Number)
December 31, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
*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).
CUSIP No. G2490L 109
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1.
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NAMES OF REPORTING PERSON
Qiming Corporate GP II, Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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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
540,786,459 (1)
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6.
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SHARED VOTING POWER
None
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7.
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SOLE DISPOSITIVE POWER
540,786,459 (1)
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8.
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SHARED DISPOSITIVE POWER
None
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
540,786,459 (1)
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.3% (2)
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12.
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TYPE OF REPORTING PERSON (see instructions)
CO
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(1)
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Qiming Corporate GP II, Ltd. is the general partner of Qiming Managing Directors Fund II, L.P.
and Qiming GP II, L.P. Qiming Managing Directors Fund II, L.P. is the record owner of 7,140,547 Class A Ordinary Shares. Qiming
GP II, L.P. is the general partner of both Qiming Venture Partners II, L.P. and Qiming Venture Partners II-C, L.P., which are the
record owners of 490,679,348 and 42,966,564 Class A Ordinary Shares, respectively.
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(2)
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The percentage is calculated based upon an aggregate of 2,801,135,191 Class A Ordinary
Shares outstanding as of December 31, 2020, which is based on the information provided by the Issuer.
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CUSIP No. G2490L 109
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1.
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NAMES OF REPORTING PERSON
Qiming Managing Directors Fund II, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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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
7,140,547
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6.
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SHARED VOTING POWER
None
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7.
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SOLE DISPOSITIVE POWER
7,140,547
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8.
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SHARED DISPOSITIVE POWER
None
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,140,547
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% (3)
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12.
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TYPE OF REPORTING PERSON (see instructions)
PN
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(3)
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The percentage is calculated based upon an aggregate of 2,801,135,191 Class A Ordinary
Shares outstanding as of December 31, 2020, which is based on the information provided by the Issuer.
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CUSIP No. G2490L 109
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1.
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NAMES OF REPORTING PERSON
Qiming GP II, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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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
533,645,912(4)
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6.
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SHARED VOTING POWER
None
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7.
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SOLE DISPOSITIVE POWER
533,645,912(4)
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8.
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SHARED DISPOSITIVE POWER
None
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
533,645,912(4)
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.1% (5)
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12.
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TYPE OF REPORTING PERSON (see instructions)
PN
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(4)
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Qiming GP II, L.P. is the general partner of both Qiming
Venture Partners II, L.P. and Qiming Venture Partners II-C, L.P., which are the record owners of 490,679,348 and 42,966,564 Class
A Ordinary Shares, respectively.
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(5)
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The percentage is calculated based upon an aggregate of 2,801,135,191 Class A Ordinary
Shares outstanding as of December 31, 2020, which is based on the information provided by the Issuer.
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CUSIP No. G2490L 109
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1.
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NAMES OF REPORTING PERSON
Qiming Venture Partners II, L.P.
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2.
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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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
490,679,348
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6.
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SHARED VOTING POWER
None
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7.
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SOLE DISPOSITIVE POWER
490,679,348
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8.
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SHARED DISPOSITIVE POWER
None
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
490,679,348
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.5% (6)
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12.
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TYPE OF REPORTING PERSON (see instructions)
PN
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(6)
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The percentage is calculated based upon an aggregate of 2,801,135,191 Class A Ordinary
Shares outstanding as of December 31, 2020, which is based on the information provided by the Issuer.
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CUSIP No. G2490L 109
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1.
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NAMES OF REPORTING PERSON
Qiming Venture Partners II-C, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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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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|
|
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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
42,966,564
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6.
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SHARED VOTING POWER
None
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7.
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SOLE DISPOSITIVE POWER
42,966,564
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8.
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SHARED DISPOSITIVE POWER
None
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,966,564
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%(7)
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12.
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TYPE OF REPORTING PERSON (see instructions)
PN
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(7)
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The percentage is calculated based upon an aggregate of 2,801,135,191 Class A Ordinary
Shares outstanding as of December 31, 2020, which is based on the information provided by the Issuer.
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Item 1.
CooTek (Cayman) Inc. (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices
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The Issuer's principal executive office is located
at 9F, T2 Building, NO.16, Lane 399, Xinlong Road, Shanghai, 201101, People's Republic of China.
Item 2.
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(a)
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Name of Person Filing
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Qiming Corporate GP II,
Ltd.
Qiming Managing Directors Fund II, L.P.
Qiming
GP II, L.P.
Qiming Venture Partners II, L.P.
Qiming Venture Partners II-C, L.P.
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(b)
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Address of the Principal Office or, if None, Residence
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The registered address of each of the
Reporting Persons is M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand
Cayman, Cayman Islands.
Cayman Islands for all
Reporting Persons
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(d)
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Title of Class of Securities
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Class A Ordinary Shares, par value of $0.00001 per
share (the "Class A Ordinary Shares").
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(e)
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CUSIP Number
G2490L 109
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Item 3. Statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c):
Not applicable.
Item 4. Ownership.
The information required by Items 4(a) - (c)
is set forth in Rows 5 - 11 of the cover page for each Reporting Person and is incorporated herein by reference.
Item 5. Ownership of Five Percent or Less of
a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on
Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of
Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
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.
Dated: February 10, 2021
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Qiming Corporate GP II, Ltd.
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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Qiming Managing Directors Fund II, L.P.
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By: Qiming Corporate GP II, Ltd.,
its General Partner
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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Qiming GP II, L.P.
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By: Qiming Corporate GP II, Ltd.,
its General Partner
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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Qiming Venture Partners II, L.P.
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By: Qiming GP II, L.P.,
its General Partner
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By: Qiming Corporate GP II, Ltd.,
General Partner of Qiming GP II, L.P.
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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Qiming Venture Partners II-C, L.P.
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By: Qiming GP II, L.P.,
its General Partner
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By: Qiming Corporate GP II, Ltd.,
General Partner of Qiming GP II, L.P.
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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JOINT FILING AGREEMENT
In accordance
with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that (i) this statement
on Schedule 13G has been adopted and filed on behalf of each of them and (ii) all future amendments to such statement on Schedule
13G will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them. This
agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13G
as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the
principal office thereof.
Dated: February 10, 2021
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Qiming Corporate GP II, Ltd.
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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Qiming Managing Directors Fund II, L.P.
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By: Qiming Corporate GP II, Ltd.,
its General Partner
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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Qiming GP II, L.P.
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By: Qiming Corporate GP II, Ltd.,
its General Partner
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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Qiming Venture Partners II, L.P.
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By: Qiming GP II, L.P.,
its General Partner
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By: Qiming Corporate GP II, Ltd.,
General Partner of Qiming GP II, L.P.
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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Qiming Venture Partners II-C, L.P.
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By: Qiming GP II, L.P.,
its General Partner
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By: Qiming Corporate GP II, Ltd.,
General Partner of Qiming GP II, L.P.
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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