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CUSIP No. 81141R100
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Schedule 13D/A
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Page 6 of 9
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Tencent
Limiteds shared voting power represents 46,573,653 Class B Ordinary Shares that are subject to an Irrevocable Proxy with respect to all matters that require shareholder vote (other than the size and/or composition of the Issuers
board which is subject to a separate proxy discussed in this item below) granted to the founder of the Issuer.
Tencent Holdings is the parent company of
Tencent Limited and may be deemed to beneficially own the securities held of record by Tencent Limited. Tencent Holdings beneficial ownership also includes 4,613,333 Class A Ordinary Shares held by Huang River Investment Limited
(Huang River), a wholly-owned subsidiary of Tencent Holdings, and 3,937, 500 Class A Ordinary Shares convertible from the same amount of Class B Ordinary Shares held by another wholly-owned subsidiary of Tencent Holdings.
Tencent Holdings may be deemed to have beneficial ownership on an aggregate of 118,757,494 Class A Ordinary Shares, or 25.1%, including 12,109,584
Class A Ordinary Shares and 106,647,910 Class A Ordinary Shares convertible from the same amount of Class B Ordinary Shares.
Tencent
Holdings sole voting power includes (i) an aggregate of 60,074,257 Class B Ordinary Shares, including 56,136,757 Class B Ordinary Shares held by Tencent Limited and 3,937,500 Class B Ordinary Shares held by another
wholly-owned subsidiary of Tencent Holdings, that are subject only to an Irrevocable Proxy with respect to limited matters relating to the size and/or composition of the board of directors of the Issuer granted to the founder of the Issuer (each
Class B Ordinary Share is convertible into one Class A Ordinary Share at any time subject to certain restrictions agreed upon in the Irrevocable Proxy), (ii) 7,496,251 Class A Ordinary Shares held by Tencent Limited and (iii)
4,613,333 Class A Ordinary Shares held by Huang River.
Tencent Holdings shared voting power represents 46,573,653 Class B Ordinary Shares
held by Tencent Limited, that are subject to an irrevocable proxy with respect to all matters that require shareholder vote (other than the size and/or composition of the Issuers board which is subject to a separate proxy discussed in the
preceding paragraph above) granted to the founder of the Issuer.
Unless otherwise indicated, the percentages are based on 367,412,860 Class A
Ordinary Shares of the Issuer as of March 5, 2021 as disclosed in the 20-F.
Each Class B Ordinary Share
is convertible into one Class A Ordinary Share at any time by the holder thereof, subject to certain restrictions agreed upon in the Irrevocable Proxy between the founder of the Issuer and Tencent Holdings. Class A Ordinary Shares are not
convertible into Class B Ordinary Shares at any circumstances. Each Class A Ordinary Share is entitled to one vote and each Class B Ordinary Share is entitled to three votes, voting together as a single class on all matters subject to
vote at general meetings of the Issuer.
After taking into account the Irrevocable Proxy granted by Tencent Holdings and its affiliates, the voting power
held by Tencent Holdings represents approximately 23.3% of the aggregate voting power of the Issuers total issued and outstanding shares voting together as a single class with respect to all matters that require shareholder vote, except with
respect to the size and/or composition of the Issuers board for which Tencent Holdings voting power is lower as a result of the separate proxy discussed in this Item 5.
The Irrevocable Proxy
Under an irrevocable proxy dated
as of September 1, 2017 (the Irrevocable Proxy), the Reporting Parties and their affiliate have granted the founder of the Issuer, Forrest Xiaodong Li (the founder), the following irrevocable proxies: