Amended Statement of Beneficial Ownership (sc 13d/a)
August 12 2020 - 8:51AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
|
|
Washington, D.C. 20549
|
|
|
|
SCHEDULE 13D/A
|
|
Under the Securities Exchange Act of 1934
|
(Amendment No. 5)*
|
|
Cellular
Biomedicine Group, Inc.
|
(Name of Issuer)
|
|
Common Stock,
par value of $0.001 per share
|
(Title of Class of Securities)
|
|
15117P102
|
(CUSIP Number)
|
|
Bizuo (Tony) Liu
c/o Cellular Biomedicine Group, Inc.
1345 Avenue of Americas, 15th Floor
New York, New York 10105
(347) 905-5663
|
Full Moon Resources Limited
Pak To Leung
1902-03 Bank of America Tower, 12 Harcourt Road,
Central, Hong Kong
(852) 3900 8282
|
Maplebrook Limited
c/o Credit Suisse Trust Limited
One Raffles
Link #05-02,
Singapore 039393
Singapore
(65) 6212 6000
|
|
|
|
|
With a copy to:
Eleazer N. Klein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
(212) 756-2000
|
(Name, Address and Telephone Number of Person
|
Authorized to Receive Notices and Communications)
|
|
August 11,
2020
|
(Date of Event Which Requires Filing of This Statement)
|
|
|
|
|
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 Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box. þ**
(Page 1 of 26 Pages)
______________________________
* 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.
** With the exceptions of Mission Right Limited, Maplebrook
Limited, Full Moon Resources Limited and Pak To Leung, none of the Reporting Persons
(defined below) previously filed a statement on Schedule 13G with respect to securities of the Issuer (defined below).
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. 15117P102
|
SCHEDULE 13D/A
|
Page 2 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Bizuo (Tony) Liu
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
838,617 shares of Common Stock (comprised of 230,017
shares of outstanding Common Stock, 603,600 shares issuable upon exercise of options and 5,000 shares issuable upon the vesting
of restricted stock units)**
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
838,617 shares of Common Stock (comprised of 230,017
shares of outstanding Common Stock, 603,600 shares issuable upon exercise of options and 5,000 shares issuable upon the vesting
of restricted stock units)**
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
838,617 shares of Common Stock (comprised of 230,017
shares of outstanding Common Stock, 603,600 shares issuable upon exercise of options and 5,000 shares issuable upon the vesting
of restricted stock units)**
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
** See Items 5 and 6.
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 3 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Li (Helen) Zhang
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
112,689 shares of Common Stock (comprised of 23,087
shares of outstanding Common Stock, 88,144 shares issuable upon exercise of options and 1,458 shares issuable upon the vesting
of restricted stock units)**
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
112,689 shares of Common Stock (comprised of 23,087
shares of outstanding Common Stock, 88,144 shares issuable upon exercise of options and 1,458 shares issuable upon the vesting
of restricted stock units)**
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
112,689 shares of Common Stock (comprised of 23,087
shares of outstanding Common Stock, 88,144 shares issuable upon exercise of options and 1,458 shares issuable upon the vesting
of restricted stock units)**
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
** See Items 5 and 6.
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 4 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Yihong Yao
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
109,421 shares of Common Stock (comprised of 49,581
shares of outstanding Common Stock, 58,736 shares issuable upon exercise of options and 1,104 shares issuable upon the vesting
of restricted stock units)**
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
109,421 shares of Common Stock (comprised of 49,581
shares of outstanding Common Stock, 58,736 shares issuable upon exercise of options and 1,104 shares issuable upon the vesting
of restricted stock units)**
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
109,421 shares of Common Stock (comprised of 49,581
shares of outstanding Common Stock, 58,736 shares issuable upon exercise of options and 1,104 shares issuable upon the vesting
of restricted stock units)**
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
** See Items 5 and 6.
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 5 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Chengxiang (Chase) Dai
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
58,758 shares of Common Stock (comprised of 18,718
shares of outstanding Common Stock, 38,936 shares issuable upon exercise of options and 1,104 shares issuable upon the vesting
of restricted stock units)**
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
58,758 shares of Common Stock (comprised of 18,718
shares of outstanding Common Stock, 38,936 shares issuable upon exercise of options and 1,104 shares issuable upon the vesting
of restricted stock units)**
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
58,758 shares of Common Stock (comprised of 18,718
shares of outstanding Common Stock, 38,936 shares issuable upon exercise of options and 1,104 shares issuable upon the vesting
of restricted stock units)**
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
** See Items 5 and 6.
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 6 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Mission Right Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
1,036,040 shares of Common Stock
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
1,036,040 shares of Common Stock
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,036,040 shares of Common Stock
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 7 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Viktor Pan
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Austria
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
1,000,000 shares of Common Stock
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
1,000,000 shares of Common Stock
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,000,000 shares of Common Stock
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 8 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
OPEA SRL
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
21,052 shares of Common Stock
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
21,052 shares of Common Stock
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
21,052 shares of Common Stock
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 9 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Zheng Zhou
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
371,007 shares of Common Stock
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
371,007 shares of Common Stock
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
371,007 shares of Common Stock
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 10 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Sailing Capital
Overseas Investments Fund, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
1,712,920 shares of Common Stock
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
1,712,920 shares of Common Stock
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,712,920 shares of Common Stock (1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
(1) 1,404,494 shares of
Common Stock are held by Wealth Map. Sailing Capital is the sole shareholder of Wealth Map. 308,426 shares of Common Stock
are held by Earls Mill. James Xiao Dong Liu is the sole director of Earls Mill and the Chairman of Sailing
Capital.
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 11 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Winsor Capital Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
358,974 shares of Common Stock issuable upon conversion
of Notes
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
358,974 shares of Common Stock issuable upon conversion
of Notes
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
358,974 shares of Common Stock issuable upon conversion
of Notes
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
|
14
|
TYPE OF REPORTING PERSON
IA
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 12 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
TF Venture Capital Management Co., Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
358,974 shares of Common Stock issuable upon conversion
of Notes
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
358,974 shares of Common Stock issuable upon conversion
of Notes
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
358,974 shares of Common Stock issuable upon conversion
of Notes
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
|
14
|
TYPE OF REPORTING PERSON
IA
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 13 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Chiang Chen Hsiu-Lien
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
358,974 shares of Common Stock issuable upon conversion
of Notes
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
358,974 shares of Common Stock issuable upon conversion
of Notes
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
358,974 shares of Common Stock issuable upon conversion
of Notes
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 14 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Maplebrook Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,104,933 shares of Common Stock
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,104,933 shares of Common Stock
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,104,933 shares of Common Stock
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 15 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Full Moon Resources Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
710,452 shares
of Common Stock
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
710,452 shares
of Common Stock
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
710,452 shares
of Common Stock
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 16 of 26 Pages
|
1
|
NAME OF REPORTING PERSON
Pak To Leung
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong SAR
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
789,403 shares
of Common Stock(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
789,403 shares
of Common Stock(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
789,403 shares
of Common Stock(1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1) Mr. Leung is the sole
director and 100% shareholder of Full Moon Resources Limited. Mr. Leung is the beneficial owner of 789,403 shares of Common
Stock, of which 78,951 shares of Common Stock were held in his individual capacity and 710,452 shares of Common
Stock were held through Full Moon Resources Limited.
.
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 17 of 26 Pages
|
This Amendment No. 5 (“Amendment No. 5”) amends
the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 13,
2019 (the “Original Schedule 13D”), Amendment No. 1 filed with the SEC on January 30, 2020 (“Amendment
No. 1”), Amendment No. 2 (“Amendment No. 2”) filed with the SEC on February 21, 2020, Amendment No.
3 filed with the SEC on April 1, 2020 (“Amendment No. 3”) and Amendment No. 4 filed with the SEC on June 24,
2020 (“Amendment No. 4,” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment
No. 3 and Amendment No. 5, this “Schedule 13D”) with respect to the common stock, par value $0.001 per
share (the “Common Stock”) of Cellular Biomedicine Group, Inc., a Delaware corporation (the “Issuer”).
This Schedule 13D shall be deemed to amend and incorporate herein
the Schedule 13G filed by Maplebrook Limited with the SEC on February 1, 2018 (the “Maplebrook Schedule 13G”),
as amended by the Amendment No. 2.
This Schedule 13D shall be deemed to amend and incorporate
herein the Schedule 13G filed by Full Moon Resources Limited and Pak To Leung (“Full Moon”) with the SEC
on July 7, 2014 (the “Full Moon Schedule 13G”), as amended on February 6, 2015, February 11, 2016 and
March 1, 2018, respectively.
The Reporting Person(s), as such terms are defined, in the
Maplebrook Schedule 13G and Full Moon Schedule 13G, respectively (collectively, the “Maplebrook and Full Moon
Reporting Persons”), and all information relating to such Maplebrook and Full Moon Reporting Persons disclosed, in
each of the Maplebrook Schedule 13G and Full Moon Schedule 13G, respectively, and all other information reported therein is
hereby incorporated into this Schedule 13D.
All references to “Reporting Persons” in this Schedule
13D shall be deemed to include the Maplebrook and Full Moon Reporting Persons.
Capitalized terms used herein and not otherwise defined in this
Amendment No. 5 have the meanings set forth in the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 or
Amendment No. 4. This Amendment No. 5 amends Items 2, 3, 4, 5, 6 and 7 as set forth below.
Item 2.
|
Identity and Background
|
|
|
|
Items 2 of the Schedule 13D is hereby amended and supplemented by adding the following:
|
|
|
|
This Schedule 13D is filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The Reporting Persons are making this joint filing because they may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act with respect to the transactions as described in Item 4 below.
|
|
|
|
The joint filing agreement among the Reporting Persons relating to the joint filing of this Amendment is attached as Exhibit 12 hereto. No Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 18 of 26 Pages
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
|
|
|
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:
|
|
|
|
Pursuant to an Agreement and Plan of Merger, dated as of August 11, 2020 (the “Merger Agreement”), by and among (i) CBMG Holdings (“Parent”), an exempted company with limited liability incorporated under the laws of the Cayman Islands, (ii) CBMG Merger Sub Inc. (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Parent and (iii) the Issuer, subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Issuer (the “Merger”). The descriptions of the Merger and of the Merger Agreement set forth in Item 4 below are incorporated by reference in their entirety in this Item 3. The information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 13, and is incorporated herein by reference in its entirety.
|
|
|
|
The Reporting Person anticipate that approximately US$210
million is expected to be expended to complete the Merger. This amount includes (a) the estimated funds required by
Parent to (i) purchase all of the outstanding shares of the Common Stock other
than the Rollover Shares (as defined in Item 4 of the Schedule 13D below), at a purchase price of US$19.75 per share of Common
Stock, and (ii) settle outstanding options and restricted share units in accordance with the terms of the Merger Agreement, and
(b) the estimated transaction costs associated with Merger and the other transactions contemplated by the Merger Agreement (the
“Transactions”).
|
|
|
|
Pursuant to the Equity
Commitment Letters (as defined below), the Merger will be financed with cash contributions in Parent from each of Yunfeng
Fund III, L.P., TF Capital Fund III L.P., Velvet Investment Pte. Ltd. and Bizuo (Tony) Liu (the
“Equity Investors,” each an “Equity Investor,” and together with the Consortium Rollover
Stockholders (as defined in Item 4 of the Schedule 13D below), the “Consortium”). The Merger will not
be subject to any financing conditions.
|
Item 4.
|
Purpose of Transaction
|
|
|
|
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
|
|
|
|
Merger Agreement
|
|
|
|
On August 12, 2020, the Issuer
announced in a press release that it had entered into the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will be
merged with and into the Issuer, with the Issuer continuing as the surviving corporation. Under the terms of the Merger Agreement,
each share of the Common Stock issued and outstanding immediately prior to the effective
time of the Merger, other than (i) shares of the Common Stock owned by Parent, Merger Sub or any other direct or indirect
wholly-owned subsidiary of Parent and shares of the Common Stock owned by the Issuer, and in each case not held on behalf of third
parties, (ii) the Rollover Shares (as defined below), and (iii) shares of the Common
Stock held by stockholders who are entitled to, and who have timely perfected and
not withdrawn a demand for (or lost their right to), appraisal rights pursuant to Section 262 of the General Corporation Law of
the State of Delaware (collectively the “Excluded Shares”), will be converted
into the right to receive US$19.75 per share of Common Stock in
cash without interest. The Merger is subject to the approval of the Issuer’s shareholders, including a non-waivable condition
requiring approval by the holders of a majority of the outstanding shares of Issuer’s Common Stock that are not beneficially
owned by Parent, the Rollover Stockholders (as defined in Item 4 of the Schedule 13D below), the Equity Investors and their respective
affiliates, and various other closing conditions.
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 19 of 26 Pages
|
|
The purpose of the Transactions, including the Merger, is to acquire all of the shares of the Common Stock held by stockholders other than the Rollover Shares. If the Merger is consummated, the shares of the Common Stock held by stockholders will no longer be traded on the NASDAQ Global Select Market and will cease to be registered under Section 12 of the Exchange Act, and the Issuer will be privately held by the members of the Consortium and Novartis. The information disclosed in this paragraph and in the preceding paragraph of this Item 4 is qualified in its entirety by reference to the Merger Agreement, and is incorporated herein by reference in its entirety.
|
|
|
|
Equity Commitment Letters
|
|
|
|
The Transactions will be funded through cash contributions contemplated by the equity commitment letters, each dated as of August 11, 2020 (the “Equity Commitment Letters”), by and between each of the Equity Investors and Parent. Under the terms and subject to the conditions of the Equity Commitment Letters, the Equity Investors will provide equity financing of US$210 million to Parent to consummate the Transactions.
|
|
|
|
Support Agreements
|
|
|
|
Concurrently with the execution of the Merger Agreement, Bizuo (Tony)
Liu, Yihong Yao, Viktor Pan, Zheng Zhou, Li (Helen) Zhang, Chengxiang (Chase) Dai, Dangdai International Group Co., Limited, Mission
Right Limited, Wealth Map Holdings Limited, Earls Mill Limited, OPEA SRL, Maplebrook Limited and Full Moon Resources Limited (collectively,
“Consortium Rollover Stockholders”) entered into a rollover and support agreement (the “Consortium
Support Agreement”) with Parent, pursuant to which, each of the Consortium Rollover Stockholders agreed that the shares
of Common Stock held by it (except for certain shares of Common Stock held by Consortium Rollover Stockholders that are specifically
excluded in the Consortium Support Agreement, which excluded shares will be canceled for cash consideration in the Merger to the
same extent as shares of Common Stock generally) (“Consortium Rollover Shares”) will be canceled for no consideration
in the Merger and that it will subscribe for newly issued ordinary shares of Parent immediately prior to Closing.
Each of the Consortium Rollover Stockholders also agreed in the
Consortium Support Agreement that, until the earlier of the effective time of the Merger and the termination of the Merger Agreement,
it will vote all of its shares of the Common Stock (i) in favor of the adoption of the Merger Agreement and any related action
reasonably required in furtherance thereof, (ii) against any other acquisition proposal, (iii) against any action, agreement or
proposal which could reasonably be expected to impede, interfere with, delay or adversely affect the Merger Agreement, the Merger
or the Consortium Support Agreement, and (iv) any action, proposal, transaction or agreement that could reasonably be expected
to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent and Merger Sub
under the Merger Agreement, or of such Consortium Rollover Stockholder under the Consortium Support Agreement.
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 20 of 26 Pages
|
|
Concurrently with the execution of the Merger Agreement,
Novartis Pharma AG (“Novartis”, together with the Consortium Rollover Stockholders, the
“Rollover Stockholders”) entered into a rollover and support agreement (the “Novartis Support
Agreement”) with Parent with terms substantially similar to the terms of the Consortium Support Agreement and
pursuant to which Novartis has agreed that the shares of Common Stock held by it (the “Novartis Rollover
Shares,” and together with the Consortium Rollover Shares, the “Rollover Shares”) will be
canceled for no consideration in the Merger and that it will subscribe for newly issued ordinary shares of Parent immediately
prior to the closing of the Merger. Novartis also agreed in the Novartis Support Agreement to substantially similar voting
undertakings as the Consortium Rollover Stockholders agreed in the Consortium Support Agreement.
|
|
|
|
Limited Guarantees
|
|
|
|
Concurrently with the
execution of the Merger Agreement, each of the Equity Investors executed a limited guarantee in favor of the Issuer with
respect to certain obligations of Parent under the Merger Agreement (each a “Limited Guarantee” and
collectively the “Limited Guarantees”). The Limited Guarantee states that concurrently with the execution
and delivery thereof, each of the Equity Investors entered into a limited guarantee with the Issuer in a substantially
identical form.
|
|
|
|
Interim Investors Agreement
|
|
|
|
In connection with the Merger Agreement , the Consortium Rollover Stockholders, the Equity Investors, Parent and Merger Sub entered into an interim investors agreement (the “Interim Investors Agreement”), in order to establish certain terms and conditions that will govern the actions of Parent and Merger Sub and the relationship among the Consortium Rollover Stockholders and Equity Investors with respect to, among other things, the Merger Agreement, Limited Guarantees, Equity Commitment Letters and Consortium Support Agreement, and the Transactions
|
|
|
|
The
foregoing descriptions of the Merger Agreement, Equity Commitment Letters. Consortium Support Agreement, Limited Guarantees
and Interim Investors Agreement (each a “Merger Document”, and collectively, the “Merger Documents”)
do not purport to be complete and are qualified in their entirety by reference to the full text of each such Merger Document,
each of which is filed as an exhibit to this Schedule 13D and is incorporated herein by reference.
|
|
|
|
Amendment to Loan Agreement
|
|
|
|
On August 11, 2020, the Issuer and Winsor Capital Limited (“Winsor”)
entered into an Amendment Letter in respect of a bridge loan agreement, dated January 28, 2020, entered into by and between the
Issuer and Winsor (the “Loan Agreement”), pursuant to which Winsor and the Issuer agreed to extend the
Maturity Date to the earlier of (i) August 7, 2021, and (ii) the occurrence of an Event of Default (as defined in the Loan Agreement)
to the extent not cured within the applicable grace period set forth in the Notes (the “Loan Amendment”).
|
|
|
|
The information required by Item 4 not otherwise provided herein is set forth in Item 3 and is incorporated herein by reference.
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 21 of 26 Pages
|
|
General
|
|
|
|
In connection with the
Merger, the Reporting Persons may engage in discussions with management, the Board of Directors, and stockholders of the
Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore
extraordinary corporate transactions, including the Merger. There can be no assurance, however, that any of the Transactions,
including the Merger, will receive the requisite approvals from the respective governing bodies and stockholders, as
applicable, or that any such Transactions would be successfully implemented.
|
|
|
|
|
|
Other than as described above, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other persons named in Item 2, has any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
|
|
|
Item 5.
|
Interest in Securities of the Issuer
|
|
|
|
Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
|
|
|
(a)
|
See rows (11) and (13) of the cover pages to this Amendment No. 5 for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by the Reporting Persons. The percentage used in this Amendment No. 5 is calculated based upon an aggregate of 19,432,979 shares of Common Stock outstanding as of August 11, 2020 as disclosed by the Issuer to the Reporting Persons in the Merger Documents.
|
|
|
(b)
|
See rows (7) through (10) of the cover pages to this Amendment No. 5 for the number of shares of Common Stock as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
|
|
|
|
Because of the arrangements as set forth in Item 4, the Reporting Persons and Novartis may be deemed to have formed a “group” for purposes of Section 13(d)(3) of the Act. Collectively, the “group” may be deemed to beneficially own an aggregate of 11,242,071 shares of outstanding Common Stock (comprised of an aggregate of 10,085,015 shares of outstanding Common Stock, an aggregate of 789,416 shares of Common Stock issuable upon the exercise of options, 8,666 shares of Common Stock issuable upon the vesting of restricted stock units and 358,974 shares of Common Stock issuable upon the conversion of Notes held by Winsor), which represents approximately 54.6% of the total shares of outstanding Common Stock (accounting for all Common Stock that would be outstanding upon exercise of all of the foregoing options,
vesting of the foregoing restricted stock units and conversion of the foregoing Notes). Neither the filing of this
Schedule 13D nor any of its contents, however, shall be deemed to constitute an admission by any of the Reporting Persons
that they are the beneficial owners of any shares of Common Stock beneficially owned by any other member of the Consortium or
Novartis and any of his, her or their respective affiliates for purposes of Section 13(d) of the Act or for any other
purpose, and such beneficial ownership is expressly disclaimed.
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 22 of 26 Pages
|
(c)
|
The Reporting Persons have not transacted in any shares of Common Stock in the last 60 days.
|
|
|
(d)
|
No person other than each of the respective Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock reported herein.
|
|
|
(e)
|
Not applicable.
|
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
|
|
|
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:
|
|
|
|
The descriptions of the agreements in Item 3 and Item 4 of this Amendment No. 5 summarizes certain provisions of the Merger Documents and the Loan Amendment and are incorporated herein by reference. The summaries of certain provisions of such agreements in this Amendment No.5 are not intended to be complete and are qualified in their entirety by reference to the full text of the Merger Documents the Loan Amendment, each of which is attached as an exhibit to this Schedule 13D, and each is incorporated by reference herein.
|
|
|
Item 7.
|
Material to be Filed as Exhibits
|
|
|
|
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
|
|
|
Exhibit 12:
|
Joint Filing Agreement by
and among the Reporting Persons, dated August 12, 2020.
|
Exhibit 13:
|
Agreement and Plan of Merger by and
among CBMG Holdings, CBMG Merger Sub Inc. and Cellular Biomedicine Group, Inc., dated August 11,
2020, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Cellular Biomedicine Group, Inc. filed
with the Securities and Exchange Commission on August 12, 2020.
|
Exhibit 14:
|
Equity Commitment Letter by
and between Bizuo (Tony) Liu and CBMG Holdings, dated August 11, 2020.
|
Exhibit 15:
|
Equity Commitment Letter by
and between Yunfeng Fund III, L.P. and CBMG Holdings, dated August 11, 2020.
|
Exhibit 16:
|
Equity Commitment Letter by and between TF Capital Fund III L.P. and CBMG Holdings, dated August 11, 2020.
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 23 of 26 Pages
|
Exhibit 17:
|
Equity Commitment Letter
by and between Velvet Investment Pte. Ltd. and CBMG Holdings, dated August 11, 2020.
|
Exhibit 18:
|
Rollover and Support Agreement by and
among CBMG Holdings and certain stockholders of Cellular Biomedicine Group, Inc. named therein, dated August 11, 2020.
|
Exhibit 19:
|
Limited Guarantee by Bizuo (Tony) Liu,
in favor of Cellular Biomedicine Group, Inc., dated August 11, 2020.
|
Exhibit 20:
|
Limited Guarantee by Yunfeng Fund III,
L.P., in favor of Cellular Biomedicine Group, Inc., dated August 11, 2020.
|
Exhibit 21:
|
Limited Guarantee by TF Capital Fund
III L.P., in favor of Cellular Biomedicine Group, Inc., dated August 11, 2020.
|
Exhibit 22:
|
Limited Guarantee by Velvet Investment
Pte. Ltd., in favor of Cellular Biomedicine Group, Inc., dated August 11, 2020.
|
Exhibit 23:
|
Interim Investors Agreement by and among
the investors named therein, CBMG Holdings and CBMG Merger Sub Inc., dated August 11, 2020.
|
Exhibit 24:
|
Amendment Letter by and between Winsor
Capital Limited and Cellular Biomedicine Group, Inc., dated August 11, 2020.
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 24 of 26 Pages
|
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 5 is true, complete and
correct.
Date: August 12,
2020
|
/s/ Bizuo (Tony) Liu
|
|
BIZUO (TONY) LIU
|
|
|
|
|
|
/s/ Li (Helen) Zhang
|
|
LI (HELEN) ZHANG
|
|
|
|
|
|
/s/ Yihong Yao
|
|
YIHONG YAO
|
|
|
|
|
|
/s/ Chengxiang (Chase) Dai
|
|
CHENGXIANG (CHASE) DAI
|
|
|
|
|
|
MISSION RIGHT LIMITED
|
|
|
|
|
|
By: /s/ Chan Boon Ho Peter
|
|
Name: Chan Boon Ho Peter
|
|
Title: Director
|
|
|
|
|
|
/s/ Viktor Pan
|
|
VIKTOR PAN
|
|
|
|
|
|
OPEA SRL
|
|
|
|
|
|
By: /s/ Edoardo Fontana
|
|
Name: Edoardo Fontana
|
|
Title: Managing Director
|
|
|
|
|
|
/s/ Zheng Zhou
|
|
ZHENG ZHOU
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 25 of 26 Pages
|
|
SAILING CAPITAL OVERSEAS INVESTMENTS FUND, L.P.
|
|
|
|
|
|
By: /s/ James Xiao Dong Liu
|
|
Name: James Xiao Dong Liu
|
|
Title: Chairman
|
|
|
|
|
|
WINSOR CAPITAL LIMITED
|
|
|
|
|
|
By: /s/ Ming Li
|
|
Name: Ming Li
|
|
Title: Director
|
|
|
|
|
|
TF VENTURE CAPITAL MANAGEMENT CO., LTD.
|
|
|
|
|
|
By: /s/ Chiang Chien Hsiu-Lien
|
|
Name: Chiang Chen Hsiu-Lien
|
|
Title: Director
|
|
|
|
|
|
/s/ Chiang Chien Hsiu-Lien
|
|
CHIANG CHEN HSIU-LIEN
|
|
|
|
|
|
MAPLEBROOK LIMITED
|
|
|
|
For and on behalf of
|
|
BUKIT MERAH LIMITED
|
|
Corporate Director
|
|
|
|
By:
/s/ Valerie Wong /s/ Pauline Ong
|
|
Name: Valerie
Wong Pauline Ong
|
|
Title: Authorized Signatory Authorized Signatory
|
|
|
|
|
|
FULL MOON RESOURCES LIMITED
|
|
|
|
|
|
By: /s/ Pak To Leung
|
|
Name: Pak To Leung
|
|
Title: Director
|
CUSIP No. 15117P102
|
SCHEDULE 13D/A
|
Page 26 of 26 Pages
|
|
/s/ Pak To Leung
|
|
Pak To Leung
|
|
|
|
|
|
|
Exhibit 12
Joint Filing Agreement
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge
and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional
joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and
for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that
such information is inaccurate.
Dated: August 12, 2020
|
/s/ Bizuo (Tony) Liu
|
|
BIZUO (TONY) LIU
|
|
|
|
|
|
/s/ Li (Helen) Zhang
|
|
LI (HELEN) ZHANG
|
|
|
|
|
|
/s/ Yihong Yao
|
|
YIHONG YAO
|
|
|
|
|
|
/s/ Chengxiang (Chase) Dai
|
|
CHENGXIANG (CHASE) DAI
|
|
|
|
|
|
MISSION RIGHT LIMITED
|
|
|
|
|
|
By: /s/ Chan Boon Ho Peter
|
|
Name: Chan Boon Ho Peter
|
|
Title: Director
|
|
|
|
|
|
/s/ Viktor Pan
|
|
VIKTOR PAN
|
|
|
|
|
|
OPEA SRL
|
|
|
|
By: /s/ Edoardo Fontana
|
|
Name: Edoardo Fontana
|
|
Title: Managing Director
|
|
By: /s/ Zheng Zhou
|
|
|
ZHENG ZHOU
|
|
|
|
|
|
|
|
|
SAILING CAPITAL OVERSEAS INVESTMENTS FUND, L.P.
|
|
|
|
|
|
|
|
|
/s/ James Xiao Dong Liu
|
|
|
Name: James Xiao Dong Liu
|
|
|
Title: Chairman
|
|
|
|
|
|
|
|
|
WINSOR CAPITAL LIMITED
|
|
|
|
|
|
|
|
|
By: /s/ Ming Li
|
|
|
Name: Ming Li
|
|
|
Title: Director
|
|
|
|
|
|
|
|
|
TF VENTURE CAPITAL MANAGEMENT CO., LTD.
|
|
|
|
|
|
|
|
|
By: /s/ Chiang Chen Hsiu-Lien
|
|
|
Name: Chiang Chen Hsiu-Lien
|
|
|
Title: Director
|
|
|
|
|
|
|
|
|
/s/ Chiang Chen Hsiu-Lien
|
|
|
CHIANG CHEN HSIU-LIEN
|
|
|
|
|
|
|
|
|
MAPLEBROOK LIMITED
|
|
For and on behalf of
|
|
BUKIT MERAH LIMITED
|
|
Corporate Director
|
|
|
|
By: /s/ Valerie Wong /s/ Pauline Ong
|
|
Name: Valerie
Wong Pauline Ong
|
|
Title: Authorized Signatory Authorized Signatory
|
|
|
|
FULL MOON RESOURCES LIMITED
|
|
|
|
|
|
By: /s/ Pak To Leung
|
|
Name: Pak To Leung
|
|
Title: Director
|
|
|
|
|
|
/s/ Pak To Leung
|
|
Pak To Leung
|
|
|
|
|
|
|
Cellular Biomedicine (NASDAQ:CBMG)
Historical Stock Chart
From Mar 2024 to Apr 2024
Cellular Biomedicine (NASDAQ:CBMG)
Historical Stock Chart
From Apr 2023 to Apr 2024