Molecular Data Inc. Announces Share Distribution
June 30 2020 - 8:26AM
Molecular Data Inc. (“Molecular Data” or the “Company”) (NASDAQ:
MKD), a leading technology-driven platform in China’s chemical
industry, today announced that it has completed the distribution of
the Company’s ordinary shares held by MOLBASE Inc. (“MOLBASE”) to
the existing shareholders of MOLBASE in proportion to MOLBASE’s
current shareholding structure (the “Share Distribution”),
effective June 30, 2020. This Share Distribution plan has been
disclosed in the Company’s registration statement on Form F-1
declared effective on December 27, 2019 (the “Registration
Statement”).
Prior to the Share Distribution, MOLBASE
beneficially owned all of the Company’s issued and outstanding
Class B ordinary shares, which constituted approximately 89.9% of
the Company’s total issued and outstanding ordinary shares and
98.9% of the aggregate voting power of total issued and outstanding
ordinary shares, and was deemed as the parent company of Molecular
Data.
Subsequent to the completion of the Share
Distribution, (i) Dr. Dongliang Chang beneficially owns 54,819,733
Class B ordinary shares of the Company, representing 15.9% of the
Company’s total issued and outstanding ordinary shares and 65.3% of
the aggregate voting power of the Company; and (ii) each existing
shareholder of MOLBASE other than Dr. Dongliang Chang beneficially
owns only Class A ordinary shares.
The following table sets forth information
concerning the beneficial ownership of the Company’s ordinary
shares as of June 30, 2020, following the completion of the Share
Distribution, for: (i) each of the Company’s directors and
executive officers; and (ii) each person known to the Company to
beneficially own more than 5% of the Company’s issued and
outstanding ordinary shares. The calculations in the table below
are based on ordinary shares outstanding as of June 30, 2020,
consisting of (x) 290,813,051 Class A ordinary shares, and (y)
54,819,733 Class B ordinary shares.
Beneficial ownership is determined in accordance
with the rules and regulations of the U.S. Securities and Exchange
Commission (the “SEC”). In computing the number of shares
beneficially owned by a person and the percentage ownership of that
person, the Company has included shares that the person has the
right to acquire within 60 days, including through the exercise of
any option, warrant or other right or the conversion of any other
security. These shares, however, are not included in the
computation of the percentage ownership of any other person.
|
|
|
Ordinary Shares Beneficially Owned |
|
Class Aordinaryshares |
|
Class Bordinaryshares |
|
Totalordinaryshares |
|
% ofbeneficialownership |
|
% ofaggregatevotingpower** |
|
Number |
|
Number |
|
Number |
|
% |
|
% |
Directors and Executive Officers*: |
|
|
|
|
|
|
|
|
|
Dongliang Chang |
— |
|
54,819,733 |
|
54,819,733 |
|
15.9 |
|
65.3 |
Zheng Wang |
4,485,173 |
|
— |
|
4,485,173 |
|
1.3 |
|
— |
Dawei Ma |
— |
|
— |
|
— |
|
— |
|
— |
Ning Zhu |
— |
|
— |
|
— |
|
— |
|
— |
Yanbin Wang |
— |
|
— |
|
— |
|
— |
|
— |
Zhaohong Li |
* |
|
— |
|
* |
|
* |
|
— |
Qiaoqiao Sun |
* |
|
— |
|
* |
|
* |
|
— |
Li Li |
5,376,979 |
|
— |
|
5,376,979 |
|
1.5 |
|
— |
All Directors and Executive Officers as a Group |
10,916,951 |
|
54,819,733 |
|
65,736,684 |
|
18.4 |
|
65.3 |
Principal Shareholders: |
|
|
|
|
|
|
|
|
|
Cool Emotion International Limited |
— |
|
54,819,733 |
|
54,819,733 |
|
15.9 |
|
65.3 |
Trustbridge Entities |
52,940,896 |
|
— |
|
52,940,896 |
|
15.3 |
|
6.3 |
Max Smart Limited |
49,351,150 |
|
— |
|
49,351,150 |
|
14.3 |
|
5.9 |
Greatest Investments Limited |
43,801,792 |
|
— |
|
43,801,792 |
|
12.7 |
|
5.2 |
Vangoo Entities |
38,814,375 |
|
— |
|
38,814,375 |
|
11.2 |
|
4.6 |
Sinovation Ventures
Entities |
36,225,916 |
|
— |
|
36,225,916 |
|
10.5 |
|
4.3 |
TR Grand Fund Inc. |
24,987,925 |
|
— |
|
24,987,925 |
|
7.2 |
|
3.0 |
Notes: |
* |
Less than 1% of our total issued and outstanding ordinary shares as
of June 30, 2020. |
** |
For each person and group included in this column, percentage of
voting power is calculated by dividing the voting power
beneficially owned by such person or group by the voting power of
all of the Company’s Class A and Class B ordinary shares as a
single class. Each holder of Class A ordinary shares is entitled to
one vote per share and each holder of our Class B ordinary shares
is entitled to ten votes per share on all matters submitted to them
for a vote. The Company’s Class A ordinary shares and Class B
ordinary shares vote together as a single class on all matters
submitted to a vote of our shareholders, except as may otherwise be
required by law. The Company’s Class B ordinary shares are
convertible at any time by the holder thereof into Class A ordinary
shares on a one-for-one basis. |
|
|
Further information regarding the beneficial
ownership of ordinary shares is or will be included in the
Company’s filings with the SEC.
About Molecular Data Inc.
Molecular Data Inc. is a leading
technology-driven platform in China’s chemical industry, connecting
participants along the chemical value chain through integrated
solutions. The Company delivers e-commerce solutions, financial
solutions, warehousing and logistics solutions, and SaaS suite that
are intended to solve pain points for participants in the
traditional chemical industry. Built upon a comprehensive knowledge
engine and artificial intelligence (AI) capabilities, the Company’s
e-commerce solutions are mainly offered through its online
platform, consisting of molbase.com, molbase.cn, Moku Data Weixin
account, Chemical Community App and other ancillary platforms.
Safe Harbor Statement
This announcement contains forward-looking
statements. These statements are made under the “safe harbor”
provisions of the U.S. Private Securities Litigation Reform Act of
1995. These forward-looking statements can be identified by
terminology such as “will,” “expects,” “anticipates,” “aims,”
“future,” “intends,” “plans,” “believes,” “estimates,” “confident,”
“potential,” “continues” or other similar expressions. The Company
may also make written or oral forward-looking statements in its
periodic reports to the SEC, in its annual report to shareholders,
in press releases and other written materials and in oral
statements made by its officers, directors or employees to third
parties. Statements that are not historical facts, including but
not limited to statements about the Company’s beliefs and
expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties, and a variety
of factors could cause actual results to differ materially from
those contained in any forward-looking statement, including but not
limited to the following: the Company’s goals and strategies; the
Company’s future business development, results of operations and
financial condition; the expected growth of the education market;
the Company’s ability to monetize the user base; fluctuations in
general economic and business conditions in China; the potential
impact of the COVID-19 to the Company’s business operations and the
economy in China and elsewhere generally; and assumptions
underlying or related to any of the foregoing. Further information
regarding these and other risks is included in the Company’s
filings with the Securities and Exchange Commission. All
information provided in this press release and in the attachments
is as of the date of the press release, and the Company undertakes
no duty to update such information, except as required under
applicable law.
For investor and media inquiries, please
contact:
In China:
Molecular Data Inc.Eva MaTel:
+86-21-5419-9057E-mail: investor@molbase.com
The Piacente Group, Inc.Emilie WuTel:
+86-21-6039-8363E-mail: molbase@tpg-ir.com
In the United States:
The Piacente Group, Inc. Brandi PiacenteTel:
+1-212-481-2050E-mail: molbase@tpg-ir.com
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