UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment
No. 4)*
Fang
Holdings Limited
(Name of Issuer)
Class A Ordinary Shares, par value HK$1.00 per
share
(Title of Class of Securities)
30711Y300**
(CUSIP Number)
Tianquan Mo
Tower A, No. 20 Guogongzhuang Middle Street
Fengtai
District, Beijing 100070
The People’s Republic of China
+86-10-5631
8661
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 10,
2022
(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 which is the subject of
this Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), 1(f) or 1(g), check the following box
¨.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-1(a) for other parties to whom copies are to
be sent.
|
* |
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. |
|
** |
This
CUSIP applies to the American Depositary Shares of the
Issuer, evidenced by American Depositary Receipts, each
representing ten Class A Ordinary Shares. No CUSIP has been
assigned to the Class A Ordinary Shares or Class B
Ordinary Shares of the Issuer. |
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. 30711Y300
|
1. |
Names of Reporting Persons.
Tianquan Mo
|
|
2. |
Check the Appropriate Box if a Member of a Group (See
Instructions).
(a)
x (b)
¨
|
|
3. |
SEC Use Only
|
|
4. |
Source of Funds (See Instructions)
OO
|
|
5. |
Check if Disclosure of Legal Proceedings 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
0
|
|
8. |
Shared Voting Power
30,051,898 Class A Ordinary Shares
23,340,790
Class B Ordinary Shares (See Item 5)
|
|
9. |
Sole Dispositive Power
0
|
|
10. |
Shared Dispositive Power
30,051,898 Class A Ordinary Shares
23,340,790
Class B Ordinary Shares (See Item 5)
|
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
30,051,898 Class A Ordinary Shares
23,340,790
Class B Ordinary Shares (See Item 5)
|
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
|
|
13. |
Percent of Class Represented by Amount in Row (11)
45.5% of the Class A Ordinary Shares
95.9%
of the Class B Ordinary Shares (See Item 5)
(1)
|
|
14. |
Type of Reporting Person (See Instructions)
IN
|
|
(1) |
The percentage of the class of
securities beneficially owned by each reporting person is
calculated based on 66,020,439 Class A Ordinary Shares and
24,336,650 Class B Ordinary Shares issued and outstanding as
of December 31, 2021. |
CUSIP
No. 30711Y300
|
1. |
Names of Reporting Persons.
ACE
Smart Investments Limited
|
|
2. |
Check the Appropriate Box if a Member of a Group (See
Instructions).
(a)
x (b)
¨
|
|
3. |
SEC Use Only
|
|
4. |
Source of Funds (See Instructions)
WC
|
|
5. |
Check if Disclosure of Legal Proceedings 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
0
|
|
8. |
Shared Voting Power
22,381,344
Class A Ordinary Shares (See Item 5)
|
|
9. |
Sole Dispositive Power
0
|
|
10. |
Shared Dispositive Power
22,381,344
Class A Ordinary Shares (See Item 5)
|
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,381,344
Class A Ordinary Shares (See Item 5)
|
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
|
|
13. |
Percent of Class Represented by Amount in Row (11)
33.9%
of the Class A Ordinary Shares (See Item 5)
(1)
|
|
14. |
Type of Reporting Person (See Instructions)
CO
|
|
(1) |
The percentage of the class of securities beneficially owned by
each reporting person is calculated based on 66,020,439
Class A Ordinary Shares issued and outstanding as of
December 31, 2021. |
CUSIP No. 30711Y300
|
1. |
Names of Reporting Persons.
Media Partner Technology Limited
|
|
2. |
Check the Appropriate Box if a Member of a Group (See
Instructions).
(a) x
(b) ¨
|
|
3. |
SEC Use Only
|
|
4. |
Source of Funds (See Instructions)
OO
|
|
5. |
Check if Disclosure of Legal Proceedings 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
1,367,378
Class A Ordinary Shares
11,355,645
Class B Ordinary Shares (See Item 5)
|
|
9. |
Sole Dispositive Power
0
|
|
10. |
Shared Dispositive Power
1,367,378
Class A Ordinary Shares
11,355,645
Class B Ordinary Shares (See Item 5)
|
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,367,378
Class A Ordinary Shares
11,355,645
Class B Ordinary Shares (See Item 5)
|
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
|
|
13. |
Percent of Class Represented by Amount in Row (11)
2.1% of the Class A Ordinary Shares
46.7%
of the Class B Ordinary Shares (See Item 5)
(1)
|
|
14. |
Type of Reporting Person (See Instructions)
CO
|
|
(1) |
The percentage of the class of
securities beneficially owned by each reporting person is
calculated based on 66,020,439 Class A Ordinary Shares and
24,336,650 Class B Ordinary Shares issued and outstanding as
of December 31, 2021. |
CUSIP
No. 30711Y300
|
1. |
Names of Reporting Persons.
Next Decade Investments Limited
|
|
2. |
Check the Appropriate Box if a Member of a Group (See
Instructions).
(a) x
(b) ¨
|
|
3. |
SEC Use Only
|
|
4. |
Source of Funds (See Instructions)
OO
|
|
5. |
Check if Disclosure of Legal Proceedings 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
2,505,502
Class A Ordinary Shares
11,985,145
Class B Ordinary Shares (See Item 5)
|
|
9. |
Sole Dispositive Power
0
|
|
10. |
Shared Dispositive Power
2,505,502
Class A Ordinary Shares
11,985,145
Class B Ordinary Shares (See Item 5)
|
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,505,502
Class A Ordinary Shares
11,985,145
Class B Ordinary Shares (See Item 5)
|
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
|
|
13. |
Percent of Class Represented by Amount in Row (11)
3.8% of the Class A Ordinary Shares
49.2%
of the Class B Ordinary Shares (See Item 5)
(1)
|
|
14. |
Type of Reporting Person (See Instructions)
CO
|
|
(1) |
The percentage of the class of
securities beneficially owned by each reporting person is
calculated based on 66,020,439 Class A Ordinary Shares and
24,336,650 Class B Ordinary Shares issued and outstanding as
of December 31, 2021. |
CUSIP
No. 30711Y300
|
1. |
Names of Reporting Persons.
Karistone Limited
|
|
2. |
Check the Appropriate Box if a Member of a Group (See
Instructions).
(a) x
(b) ¨
|
|
3. |
SEC Use Only
|
|
4. |
Source of Funds (See Instructions)
OO
|
|
5. |
Check if Disclosure of Legal Proceedings 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
926,461
Class A Ordinary Shares (See Item 5)
|
|
9. |
Sole Dispositive Power
0
|
|
10. |
Shared Dispositive Power
926,461
Class A Ordinary Shares (See Item 5)
|
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
926,461
Class A Ordinary Shares (See Item 5)
|
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
|
|
13. |
Percent of Class Represented by Amount in Row (11)
1.4% of the Class A Ordinary Shares (See Item 5)
(1)
|
|
14. |
Type of Reporting Person (See Instructions)
CO
|
|
(1) |
The percentage of the class of
securities beneficially owned by each reporting person is
calculated based on 66,020,439 Class A Ordinary Shares issued
and outstanding as of December 31, 2021. |
CUSIP No. 30711Y300
|
1. |
Names of Reporting Persons.
Ateefa Limited
|
|
2. |
Check the Appropriate Box if a Member of a Group (See
Instructions).
(a) x
(b) ¨
|
|
3. |
SEC Use Only
|
|
4. |
Source of Funds (See Instructions)
OO
|
|
5. |
Check if Disclosure of Legal Proceedings 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
957,265
Class A Ordinary Shares (See Item 5)
|
|
9. |
Sole Dispositive Power
0
|
|
10. |
Shared Dispositive Power
957,265
Class A Ordinary Shares (See Item 5)
|
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
957,265
Class A Ordinary Shares (See Item 5)
|
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
|
|
13. |
Percent of Class Represented by Amount in Row (11)
1.4%
of the Class A Ordinary Shares (See Item 5)
(1)
|
|
14. |
Type of Reporting Person (See Instructions)
CO
|
|
(1) |
The percentage of the class of
securities beneficially owned by each reporting person is
calculated based on 66,020,439 Class A Ordinary Shares issued
and outstanding as of December 31, 2021. |
CUSIP
No. 30711Y300
|
1. |
Names of Reporting Persons.
Deanhale Limited
|
|
2. |
Check the Appropriate Box if a Member of a Group (See
Instructions).
(a) x
(b) ¨
|
|
3. |
SEC Use Only
|
|
4. |
Source of Funds (See Instructions)
OO
|
|
5. |
Check if Disclosure of Legal Proceedings 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
1,472,298
Class A Ordinary Shares (See Item 5)
|
|
9. |
Sole Dispositive Power
0
|
|
10. |
Shared Dispositive Power
1,472,298
Class A Ordinary Shares (See Item 5)
|
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,472,298
Class A Ordinary Shares (See Item 5)
|
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
|
|
13. |
Percent of Class Represented by Amount in Row (11)
2.2%
of the Class A Ordinary Shares (See Item 5)
(1)
|
|
14. |
Type of Reporting Person (See Instructions)
CO
|
|
(1) |
The percentage of the class of
securities beneficially owned by each reporting person is
calculated based on 66,020,439 Class A Ordinary Shares issued
and outstanding as of December 31, 2021. |
CUSIP
No. 30711Y300
|
1. |
Names of Reporting Persons.
Open Land Holdings Limited
|
|
2. |
Check the Appropriate Box if a Member of a Group (See
Instructions).
(a) x
(b) ¨
|
|
3. |
SEC Use Only
|
|
4. |
Source of Funds (See Instructions)
WC
|
|
5. |
Check if Disclosure of Legal Proceedings 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
0
|
|
8. |
Shared Voting Power
441,650
Class A Ordinary Shares (See Item 5)
|
|
9. |
Sole Dispositive Power
0
|
|
10. |
Shared Dispositive Power
441,650
Class A Ordinary Shares (See Item 5)
|
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
441,650
Class A Ordinary Shares (See Item 5)
|
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
|
|
13. |
Percent of Class Represented by Amount in Row (11)
0.7%
of the Class A Ordinary Shares (See Item 5)
(1)
|
|
14. |
Type of Reporting Person (See Instructions)
CO
|
|
(1) |
The percentage of the class of
securities beneficially owned by each reporting person is
calculated based on 66,020,439 Class A Ordinary Shares issued
and outstanding as of December 31, 2021. |
Item 1. Security and Issuer.
This
Amendment No.4 (this “Schedule”) is being field to amend the
Schedule 13D filed with the U.S. Securities and Exchange Commission
on December 28, 2012, as amended by the Amendment No.1 on
June 30, 2016, the Amendment No.2 on July 20, 2021, and
Amendment No.3 on February 4, 2022 (collectively, the
“Original 13D”). This Schedule is being filed by the
Reporting Persons (as defined in Item 2
below) and relates to Class A ordinary shares, par value
HK$1.00 per share (the “Class A Ordinary Shares”) and
Class B ordinary shares, par value HK$1.00 per share (the
“Class B Ordinary Shares”) of Fang Holdings
Limited, an exempted company with limited liability registered
under the laws of the Cayman Islands (the “Issuer”). The
address of the principal executive offices of the Issuer is Tower
A, No. 20 Guogongzhuang Middle Street, Fengtai District,
Beijing 100070, the People’s Republic of China. Except as amended
and supplemented herein, the information set forth in the Original
13D remains unchanged.
The
Issuer’s American depositary shares (the “ADSs”),
evidenced by American Depositary Receipts, each representing ten
Class A Ordinary Shares, are listed on the New York Stock
Exchange under the symbol “SFUN.” As used in this Schedule 13D, the
term “Ordinary Shares” includes Class A Ordinary Shares
and Class B Ordinary Shares.
Certain information contained in this Schedule relates to
share ownership of persons other than the Reporting Persons. The
Reporting Persons expressly disclaim any liability for any such
information and for any other information provided in this
Schedule that does not expressly pertain to a Reporting
Person.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety as
follows:
This Schedule is being filed by a group, as defined in
Rule 13d-5 of the General Rules and Regulations
promulgated under the Securities Exchange Act of 1934, as amended
(the “Act”). The members of the group are:
1)
Tianquan Mo, a PRC citizen and the founder of the Issuer
(“Mr. Mo”);
2)
ACE Smart Investments Limited (the “ACE Smart”), a
company incorporated under the Laws of Hong Kong, with its
registered office at Room 1901, 19/F, Lee Garden One, 33 Hysan
Avenue, Causeway Bay, Hong Kong; as of the date hereof, ACE Smart
is wholly owned by Mr. Mo;
3)
Media Partner Technology Limited (“Media Partner”), a
business company incorporated with limited liability under the laws
of the British Virgins Islands, with its registered office at
P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola, British Virgin Islands and its principal business in
investment holding, and all of the shares of Media Partner are held
in The MC Trust, for which Butterfield Fiduciary Services
(Cayman) Limited serves as trustee. Mr. Mo’s wife is the
sole director of Media Partner;
4) Next Decade Investments Limited (“Next Decade”), a
business company incorporated with limited liability under the laws
of the British Virgins Islands, with its registered office at
P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola, British Virgin Islands and its principal business in
investment holding, and all of the shares of Next Decade are held
in KM & KM Trust, for which Credit Suisse Trust Limited
serves as trustee. Mr. Mo’s wife is the sole director of
Next Decade;
5) Karistone Limited (“Karistone”), a business company
incorporated with limited liability under the laws of the British
Virgins Islands, with its registered office at P.O. Box 957,
Offshore Incorporations Centre, Road Town, Tortola, British Virgin
Islands and its principal business in investment holding; as of the
date hereof, Karistone is wholly owned by Mr. Mo;
6)
Ateefa Limited (“Ateefa”), a business company incorporated
with limited liability under the laws of the British Virgins
Islands, with its registered office at P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands
and its principal business in investment holding; as of the date
hereof, Ateefa is wholly owned by Mr. Mo;
7) Deanhale Limited (“Deanhale”), a business company
incorporated with limited liability under the laws of the British
Virgins Islands, with its registered office at P.O. Box 957,
Offshore Incorporations Centre, Road Town, Tortola, British Virgin
Islands and its principal business in investment holding; as of the
date hereof, Deanhale is wholly owned by Mr. Mo;
8)
Open Land Holdings Limited (“Open Land”), a company limited
by shares incorporated under the Laws of Hong Kong, whose register
office is at Room 1901, 19/F, Lee Garden One, 33 Hysan Avenue,
Causeway Bay, Hong Kong; as of the date hereof, Deanhale is wholly
owned by Mr. Mo.
The name, business address, present principal occupation or
employment and citizenship of each of the directors and executive
officers of the Reporting Persons as of the date hereof is set
forth on Schedule A.
Item 3. Source and Amount of Funds or Other
Consideration.
Item 3 is hereby amended and restated in its entirety as
follows:
On or
around April 15, 2022, Fidelidade - Companhia de Seguros, S.A.
and Peak Reinsurance Company Limited contacted Mr. Mo
to discuss the potential exit opportunities of the ADSs of the
Issuer owned by them.
On
May 10, 2022, after several rounds of private negotiation
proposed by Fidelidade - Companhia de Seguros, S.A., ACE Smart
entered into a share transfer agreement (the “Share Transfer
Agreement 1”) with Fidelidade - Companhia de Seguros, S.A. to
purchase 277,734 ADSs of the Issuer, representing 2,777,340
Class A Ordinary Shares, at the price of USD4.95 per ADS,
amounting to an aggregate purchase price of USD1,374,783.30. ACE
Smart obtained the funds to purchase the ADSs from its working
capital. As the purchase was
not made during a trading window as provided in the Issuer’s
Insider Trading Policy, a waiver from the Compliance Officer of the
Issuer was obtained for the purchase. The transfer of the ADSs as
contemplated by the Share Transfer Agreement 1 was consummated on
May 24, 2022.
On
May 10, 2022, after several rounds of private negotiation
proposed by Peak Reinsurance Company Limited, ACE Smart entered
into a share transfer agreement (the “Share Transfer Agreement
2”) with Peak Reinsurance Company Limited to purchase 50,885
ADSs of the Issuer, representing 508,850 Class A Ordinary
Shares, at the price of USD4.95 per ADS, amounting to an aggregate
purchase price of USD251,880.75. ACE Smart obtained the funds to
purchase the ADSs from its working capital. As the purchase was not made during a
trading window as provided in the Issuer’s Insider Trading Policy,
a waiver from the Compliance Officer of the Issuer was obtained for
the purchase. The transfer of the ADSs as contemplated by the Share
Transfer Agreement 2 was consummated on May 24,
2022.
On or around May 7, 2022, HHLR Fund, L.P. and YHG
Investment, L.P. contacted Mr. Mo to discuss the potential
exit opportunities of the ADSs of the Issuer owned by them.
On
May 16, 2022, after several rounds of private negotiation
proposed by HHLR Fund, L.P. and YHG Investment, L.P., ACE Smart
entered into a share transfer agreement (the “Share Transfer
Agreement 3”) with HHLR Fund, L.P. (“HHLR”) and YHG Investment,
L.P.(“YHG”, and, together with HHLR, the “Transferors” and, each, a
“Transferor”) to purchase 886,443 ADSs of the Issuer, representing
8,864,430 Class A Ordinary Shares, at the price of USD4.95 per
ADS, amounting to an aggregate purchase price of USD4,387,892.85.
ACE Smart obtained the funds to purchase the ADSs from its working
capital. As the purchase was
not made during a trading window as provided in the Issuer’s
Insider Trading Policy, a waiver from the Compliance Officer of the
Issuer was obtained for the purchase. The transfer of the ADSs as
contemplated by the Share Transfer Agreement 3 was consummated on
May 20, 2022.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and replaced with the following:
ACE Smart acquired the ADSs reported herein for investment
purposes. The
Reporting Persons intend to review their investment in the Issuer
on a continuing basis. Depending on various factors including,
without limitation, the Issuer’s financial position and investment
strategy, the price levels of the shares, conditions in the
securities markets and general economic and industry conditions,
the Reporting Persons have in the past made, and may from time to
time make, additional purchases or sales of ADSs or Ordinary Shares
either in the open market or in privately-negotiated transactions,
and may in the future take such actions with respect to their
investment in the Issuer as they deem appropriate including,
without limitation, engaging in communications with management and
the Board of Directors of the Issuer, engaging in discussions with
shareholders of the Issuer or other third parties about the Issuer
and the Reporting Persons’ investment, including potential business
combinations, dispositions, mergers, reorganization or liquidation
involving the Issuer or certain of its businesses, making
recommendations or proposals to the Issuer concerning changes to
the capitalization, ownership structure, board structure (including
board composition), purchasing additional ADSs or Ordinary Shares,
selling some or all of their ADSs or Ordinary Shares, or changing
their intention with respect to any and all matters referred to in
Item 4.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated in its entirety as
follows:
(a) As
of the date hereof, ACE Smart is the record holder of
5,841,844 Class A Ordinary Shares, 16,539,500 Class A
Ordinary Shares evidenced by ADSs, representing 33.9% of issued and
outstanding Class A Ordinary Shares.
As of
the date hereof, Media Partner (i) is the record holder of
certain employee stock options and restricted shares
(exercisable within 60 days of the date hereof), which entitle
Media Partner to acquire an additional 1,367,378 Class A
Ordinary Shares, representing 2.1% of the issued and outstanding
Class A Ordinary Shares; and (ii) is the record holder of
11,355,645 Class B Ordinary Shares, representing 46.7% of the
issued and outstanding Class B Ordinary Shares. Each Class B Ordinary Share is
convertible at the option of the holder into one Class A
Ordinary Share. The rights of the holders of
Class A Ordinary Shares and
Class B Ordinary Shares are identical, except with
respect to conversion rights as noted above and voting rights. Each
Class B Ordinary Share is entitled to ten votes per
share, whereas each Class A Ordinary Share is
entitled to one vote per share.
As of
the date hereof, Next Decade (i) is the record holder
of 1,123,955 Class A Ordinary Shares, 14,170
Class A Ordinary Shares evidenced by ADSs, and certain
employee stock options and restricted shares (exercisable within 60
days of the date hereof) which entitle Next Decade to acquire an
additional 1,367,377 Class A Ordinary Shares, representing
3.8% of issued and outstanding Class A Ordinary Shares; and
(ii) is the record holder of 10,230,645 Class B Ordinary
Shares, and certain employee stock options (exercisable within 60
days of the date hereof) which entitle Next Decade to acquire an
additional 1,754,500 Class B Ordinary Shares, representing
49.2% of issued and outstanding Class B Ordinary
Shares. Each Class B Ordinary Share is convertible at the
option of the holder into one Class A Ordinary Share. The
rights of the holders of Class A Ordinary Shares and
Class B Ordinary Shares are identical, except with
respect to conversion rights as noted above and voting rights. Each
Class B Ordinary Share is entitled to ten votes per
share, whereas each Class A Ordinary Share is
entitled to one vote per share.
As of
the date hereof, Karistone is the record holder of
926,461 Class A Ordinary Shares, representing 1.4% of issued
and outstanding Class A Ordinary Shares.
As of
the date hereof, Ateefa is the record holder of
957,265 Class A Ordinary Shares, representing 1.4% of issued
and outstanding Class A Ordinary Shares.
As of
the date hereof, Deanhale is the record holder of
1,472,298 Class A Ordinary Shares, representing 2.2% of issued
and outstanding Class A Ordinary Shares.
As of
the date hereof, Open Land is the record holder of
441,650 Class A Ordinary Shares evidenced by ADSs,
representing 0.7% of issued and outstanding Class A Ordinary
Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Issuer.
Item 6 is hereby amended and replaced with the following:
The information set forth in
or incorporated by reference in Item 2, 3, 4 and 5 of this Schedule
13D is incorporated by reference into this Item 6.
Item 7. Materials to be Filed as Exhibits.
SIGNATURES
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.
Date:
May 24, 2022
| |
TIANQUAN MO |
| |
|
| |
By: |
/s/ Tianquan Mo |
| |
|
Name: |
Tianquan Mo |
| |
|
| |
ACE SMART
INVESTMENTS LIMITED |
| |
|
| |
By: |
/s/ Tianquan Mo |
| |
|
Name: |
Tianquan
Mo |
| |
|
Title: |
Director |
| |
|
| |
MEDIA PARTNER
TECHNOLOGY LIMITED |
| |
|
| |
By: |
/s/ Jing Cao |
| |
|
Name: |
Jing Cao |
| |
|
Title: |
Director |
| |
|
| |
NEXT DECADE
INVESTMENTS LIMITED |
| |
|
| |
By: |
/s/ Jing Cao |
| |
|
Name: |
Jing Cao |
| |
|
Title: |
Director |
| |
|
| |
KARISTONE
LIMITED |
| |
|
| |
By: |
/s/ Tianquan Mo |
| |
|
Name: |
Tianquan
Mo |
| |
|
Title: |
Director |
| |
|
| |
ATEEFA LIMITED |
| |
|
| |
By: |
/s/ Tianquan Mo |
| |
|
Name: |
Tianquan
Mo |
| |
|
Title: |
Director |
| |
|
| |
DEANHALE
LIMITED |
| |
|
| |
By: |
/s/ Tianquan Mo |
| |
|
Name: |
Tianquan
Mo |
| |
|
Title: |
Director |
| |
|
| |
OPEN LAND HOLDINGS
LIMITED |
| |
|
| |
By: |
/s/ Tianquan Mo |
| |
|
Name: |
Tianquan
Mo |
| |
|
Title: |
Director |
Schedule A
|
Name
|
Present
Principal Occupation or Employment and Business Address
|
| |
|
|
Tianquan Mo
(PRC citizen)
|
Director
of ACE Smart Investments Limited, Director of Ateefa
Limited, Director of Deanhale Limited, Director of Karistone
Limited and Director of Open Land Holdings Limited, Tower A,
No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing
100070, PRC |
| |
|
Jing
Cao
(U.S. citizen) |
Director
of Media Partner, Director of Next Decade, and Director of Open
Land Holdings Limited, c/o P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin
Islands |
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