Statement of Ownership (sc 13g)
February 03 2023 - 08:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Global Cord Blood
Corporation
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(Name of Issuer) |
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Ordinary shares, par value US$0.0001 per share
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(Title of Class of
Securities) |
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G39342103
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(CUSIP Number) |
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December 31, 2022
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(Date of Event Which Requires Filing
of this Statement) |
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
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☐ |
Rule 13d-1(b) |
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☐ |
Rule
13d-1(c) |
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☒ |
Rule
13d-1(d) |
*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 the 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).
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CUSIP No.
G39342103 |
SCHEDULE 13G |
Page 2 of 11 |
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1 |
NAME
OF REPORTING PERSON
PAGAC III Holding VII Limited
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3 |
SEC
USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5 |
SOLE
VOTING POWER
9,500,000(1)
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6 |
SHARED VOTING POWER
0
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7 |
SOLE
DISPOSITIVE POWER
9,500,000(1)
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8 |
SHARED DISPOSITIVE POWER
0
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,500,000(1)
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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☐ |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%(2)
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12 |
TYPE
OF REPORTING PERSON
CO
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(1) Represents
9,500,000 Ordinary Shares (as defined below) held by PAGAC
III Holding VII Limited. See Item 4 of the statement for additional
information.
(2) This percentage is calculated based on 121,551,075
Ordinary Shares outstanding as of March 31, 2022 pursuant to the
Issuer’s Form 20-F filed with the United States Securities and
Exchange Commission (the “SEC”) on August 16, 2022.
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CUSIP No.
G39342103 |
SCHEDULE 13G |
Page 3 of 11 |
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1 |
NAME
OF REPORTING PERSON
PAG
Asia I LP
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3 |
SEC
USE ONLY
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4 |
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 |
SOLE
VOTING POWER
9,500,000(1)
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6 |
SHARED VOTING POWER
0
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7 |
SOLE
DISPOSITIVE POWER
9,500,000(1)
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8 |
SHARED DISPOSITIVE POWER
0
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,500,000(1)
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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☐ |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%(2)
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12 |
TYPE
OF REPORTING PERSON
PN
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(1) Represents 9,500,000 Ordinary Shares held by
PAGAC III Holding VII Limited. See Item 4 of the statement for
additional information.
(2) This percentage is calculated based on 121,551,075
Ordinary Shares outstanding as of March 31, 2022 pursuant to the
Issuer’s Form 20-F filed with the SEC on August 16, 2022.
|
CUSIP No.
G39342103 |
SCHEDULE 13G |
Page 4 of 11 |
|
1 |
NAME
OF REPORTING PERSON
PAG
Asia Capital GP I Limited
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
|
|
3 |
SEC
USE ONLY
|
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5 |
SOLE
VOTING POWER
9,500,000(1)
|
|
6 |
SHARED VOTING POWER
0
|
|
7 |
SOLE
DISPOSITIVE POWER
9,500,000(1)
|
|
8 |
SHARED DISPOSITIVE POWER
0
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,500,000(1)
|
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐ |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%(2)
|
|
|
12 |
TYPE
OF REPORTING PERSON
CO
|
|
(1) Represents
9,500,000 Ordinary Shares held by PAGAC III Holding VII Limited.
See Item 4 of the statement for additional information.
(2) This percentage is calculated based on 121,551,075
Ordinary Shares outstanding as of March 31, 2022 pursuant to the
Issuer’s Form 20-F filed with the SEC on August 16, 2022.
|
CUSIP No.
G39342103 |
SCHEDULE 13G |
Page 5 of 11 |
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1 |
NAME
OF REPORTING PERSON
PAG
Capital Limited
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3 |
SEC
USE ONLY
|
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5 |
SOLE
VOTING POWER
9,500,000(1)
|
|
6 |
SHARED VOTING POWER
0
|
|
7 |
SOLE
DISPOSITIVE POWER
9,500,000(1)
|
|
8 |
SHARED DISPOSITIVE POWER
0
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,500,000(1)
|
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐ |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%(2)
|
|
|
12 |
TYPE
OF REPORTING PERSON
CO
|
|
(1) Represents
9,500,000 Ordinary Shares held by PAGAC III Holding VII Limited.
See Item 4 of the statement for additional information.
(2) This percentage is calculated based on 121,551,075
Ordinary Shares outstanding as of March 31, 2022 pursuant to the
Issuer’s Form 20-F filed with the SEC on August 16, 2022.
|
CUSIP No.
G39342103 |
SCHEDULE 13G |
Page 6 of 11 |
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1 |
NAME
OF REPORTING PERSON
Pacific Alliance Group Limited
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
|
|
3 |
SEC
USE ONLY
|
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5 |
SOLE
VOTING POWER
9,500,000(1)
|
|
6 |
SHARED VOTING POWER
0
|
|
7 |
SOLE
DISPOSITIVE POWER
9,500,000(1)
|
|
8 |
SHARED DISPOSITIVE POWER
0
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,500,000(1)
|
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐ |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%(2)
|
|
|
12 |
TYPE
OF REPORTING PERSON
CO
|
|
(1) Represents
9,500,000 Ordinary Shares held by PAGAC III Holding VII Limited.
See Item 4 of the statement for additional information.
(2) This percentage is calculated based on 121,551,075
Ordinary Shares outstanding as of March 31, 2022 pursuant to the
Issuer’s Form 20-F filed with the SEC on August 16, 2022.
|
CUSIP No.
G39342103 |
SCHEDULE 13G |
Page 7 of 11 |
|
1 |
NAME
OF REPORTING PERSON
PAG
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3 |
SEC
USE ONLY
|
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5 |
SOLE
VOTING POWER
9,500,000(1)
|
|
6 |
SHARED VOTING POWER
0
|
|
7 |
SOLE
DISPOSITIVE POWER
9,500,000(1)
|
|
8 |
SHARED DISPOSITIVE POWER
0
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,500,000(1)
|
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐ |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%(2)
|
|
|
12 |
TYPE
OF REPORTING PERSON
CO
|
|
(1) Represents
9,500,000 Ordinary Shares held by PAGAC III Holding VII Limited.
See Item 4 of the statement for additional information.
(2) This percentage is calculated based on 121,551,075
Ordinary Shares outstanding as of March 31, 2022 pursuant to the
Issuer’s Form 20-F filed with the SEC on August 16, 2022.
|
CUSIP No.
G39342103 |
SCHEDULE 13G |
Page 8 of 11 |
| Item 1. |
(a) Name of
Issuer |
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Global Cord Blood Corporation (the “Issuer”)
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(b) Address of
Issuer’s Principal Executive Offices |
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48th Floor, Bank of China Tower
1 Garden Road
Central, Hong Kong S.A.R.
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| Item 2. |
(a) Name of Person
Filing |
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PAGAC III Holding VII Limited
PAG Asia I LP
PAG Asia Capital GP I Limited
PAG Capital Limited
Pacific Alliance Group Limited
PAG (collectively, the “Reporting Persons”)
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(b) Address of
Principal Business Office or, if none, Residence |
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The registered address of PAGAC III Holding VII Limited is Commence
Chambers, P.O. Box 2208, Road Town, Tortola, British Virgin
Islands.
The registered address of each of PAG Asia I LP, PAG Asia Capital
GP I Limited, PAG Capital Limited, Pacific Alliance Group Limited
and PAG is PO Box 472, 2nd Floor, Harbour Place, 103 South Church
Street, George Town, Grand Cayman KY1-1106, Cayman Islands.
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(c)
Citizenship |
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The citizenship of each Reporting Person is as follows:
PAGAC
III Holding VII Limited – British Virgin Islands
PAG
Asia I LP – Cayman Islands
PAG
Asia Capital GP I Limited – Cayman Islands
PAG
Capital Limited – Cayman Islands
Pacific Alliance Group Limited – Cayman Islands
PAG –
Cayman Islands
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(d) Title of Class
of Securities |
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Ordinary shares, par value US$0.0001 per share (“Ordinary
Shares”)
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(e) CUSIP
No. |
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G39342103 |
| Item 3. |
If this statement
is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a: |
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Not applicable.
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CUSIP No.
G39342103 |
SCHEDULE 13G |
Page 9 of 11 |
| Item
4. |
Ownership |
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The Ordinary Shares reported herein are held by PAGAC III Holding
VII Limited. PAGAC III Holding VII Limited is wholly owned by PAG
Asia I LP. The general partner of PAG Asia I LP is PAG Asia Capital
GP I Limited. PAG Asia Capital GP I Limited is wholly owned by PAG
Capital Limited. PAG Capital Limited is wholly owned by Pacific
Alliance Group Limited. Pacific Alliance Group Limited is wholly
owned by PAG.
PAG Asia I LP, PAG Asia Capital GP I Limited, PAG Capital Limited,
Pacific Alliance Group Limited and PAG, as a result, and by virtue
of the relationships described above, may be deemed to beneficially
own the shares owned by PAGAC III Holding VII Limited.
Each of the Reporting Persons disclaims beneficial ownership of the
shares reported herein except to the extent of its or his pecuniary
interest therein.
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(a) |
Amount beneficially owned: |
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See row 9 on the cover page of each Reporting Person. |
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(b) |
Percent of class: |
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See row 11 on the cover page of each Reporting Person. |
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(c) |
Number of shares as to which the person
has: |
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(i) |
Sole power to vote or to direct the
vote: |
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See row 5 on the cover page of each Reporting Person. |
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(ii) |
Shared power to vote or to direct the
vote: |
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See row 6 on the cover page of each Reporting Person. |
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(iii) |
Sole power to dispose or to direct the
disposition of: |
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See row 7 on the cover page of each Reporting Person. |
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(iv) |
Shared power to dispose or to direct the
disposition of: |
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See row 8 on the cover page of each Reporting Person. |
| Item
5. |
Ownership
of Five Percent or Less of a Class |
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If
this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following: ☐
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| Item 6. |
Ownership of More Than Five
Percent on Behalf of Another Person |
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Not applicable. |
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| Item 7. |
Identification and
Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person |
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Not applicable. |
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| Item 8. |
Identification and
Classification of Members of the Group |
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Not applicable. |
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| Item 9. |
Notice of Dissolution of
Group |
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Not applicable. |
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| Item 10. |
Certification |
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Not applicable. |
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CUSIP No.
G39342103 |
SCHEDULE 13G |
Page 10 of 11 |
Exhibit Index
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CUSIP No.
G39342103 |
SCHEDULE 13G |
Page 11 of 11 |
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.
Date: February 3, 2023
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PAGAC III HOLDING VII LIMITED |
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By: |
/s/ Jon
Robert Lewis |
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Name: |
PAGAC Secretaries Limited, represented by Jon Robert Lewis |
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Title: |
Director |
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PAG ASIA I LP |
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By: |
/s/ Jon
Robert Lewis |
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Name: |
PAG Asia Capital GP I Limited, represented by Jon Robert
Lewis |
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Title: |
General partner of PAG Asia I LP |
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PAG ASIA CAPITAL GP I LIMITED |
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By: |
/s/ Jon
Robert Lewis |
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Name: |
Jon Robert Lewis |
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Title: |
Director |
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PAG CAPITAL LIMITED |
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By: |
/s/ Jon
Robert Lewis |
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Name: |
Pacific Alliance Group Limited, represented by Jon Robert
Lewis |
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Title: |
Director |
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PACIFIC ALLIANCE GROUP LIMITED |
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By: |
/s/ Jon
Robert Lewis |
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Name: |
Jon Robert Lewis |
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Title: |
Director |
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PAG |
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By: |
/s/ Derek
Roy Crane |
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Name: |
Derek Roy Crane |
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Title: |
Director |
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