Filing Details

Accession Number:
0001193125-19-016331
Form Type:
13G Filing
Publication Date:
2019-01-25 06:10:08
Filed By:
Luo Weidong
Company:
Aurora Mobile Ltd
Filing Date:
2019-01-25
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Weidong Luo 24,162,855 0 24,162,855 0 24,162,855 31.5%
KK Mobile Limited 24,100,189 0 24,100,189 0 24,100,189 31.5%
Filing

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )*

 

 

Aurora Mobile Limited

(Name of Issuer)

Common Shares, $0.0001 par value per share

(Title of Class of Securities)

051857 100**

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting persons 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.

 

**

CUSIP number 051857 100 has been assigned to the American Depositary Shares (ADSs) of the issuer, which are quoted on The Nasdaq Global Market under the symbol JG. Three ADSs represent two Class A common 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).

 

 

 


  1   

Name of Reporting Person

 

Weidong Luo

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

Peoples Republic of China

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

       5        

Sole Voting Power

 

24,162,855

       6        

Shared Voting Power

 

0

       7        

Sole Dispositive Power

 

24,162,855

       8        

Shared Dispositive Power

 

0

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

24,162,855

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

11  

Percent of Class Represented by Amount in Row 9

 

31.5% (The voting power of the shares beneficially owned represents 77.2% of the total outstanding voting power.) (1)

12  

Type of Reporting Person

 

IN

 

(1)

The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 76,594,315 common shares (being the sum of 59,594,126 Class A common shares and 17,000,189 Class B common shares) of the Issuer (as defined below) outstanding as of December 31, 2018 as a single class. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuers Class A common shares and Class B common shares as a single class as of December 31, 2018. Class B common shares are convertible at any time by the holder thereof into Class A common shares on a one-for-one basis. Class A common shares are not convertible into Class B common shares under any circumstances. Each holder of Class A common shares is entitled to one vote per share and each holder of Class B common shares is entitled to ten votes per share on all matters submitted to them for vote.

 

2


  1   

Name of Reporting Person

 

KK Mobile Limited

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

British Virgin Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

       5        

Sole Voting Power

 

24,100,189

       6        

Shared Voting Power

 

0

       7        

Sole Dispositive Power

 

24,100,189

       8        

Shared Dispositive Power

 

0

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

24,100,189

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

11  

Percent of Class Represented by Amount in Row 9

 

31.5% (The voting power of the shares beneficially owned represents 77.1% of the total outstanding voting power.) (2)

12  

Type of Reporting Person

 

CO

 

(2)

The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 76,594,315 common shares (being the sum of 59,594,126 Class A common shares and 17,000,189 Class B common shares) of the Issuer outstanding as of December 31, 2018 as a single class. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuers Class A common shares and Class B common shares as a single class as of December 31, 2018. Class B common shares are convertible at any time by the holder thereof into Class A common shares on a one-for-one basis. Class A common shares are not convertible into Class B common shares under any circumstances. Each holder of Class A common shares is entitled to one vote per share and each holder of Class B common shares is entitled to ten votes per share on all matters submitted to them for vote.

 

3


Item 1(a).

 

  

Name of Issuer:

 

Aurora Mobile Limited (the Issuer)

 

Item 1(b).

 

  

Address of Issuers Principal Executive Offices:

 

3/F, Building No. 7, Zhiheng Industrial Park, Nantou Guankou Road 2, Nanshan District, Shenzhen, Guangdong, 518052, Peoples Republic of China

 

Item 2(a).

 

  

Name of Person Filing:

 

(i) Weidong Luo; and

(ii) KK Mobile Limited (collectively, the Reporting Persons)

 

Item 2(b).

 

  

Address of Principal Business Office or, if none, Residence:

 

For Weidong Luo
c/o 3/F, Building No. 7, Zhiheng Industrial Park
Nantou Guankou Road 2, Nanshan District
Shenzhen, Guangdong, 518052
Peoples Republic of China

 

For KK Mobile Limited
c/o Unit 8, 3/F., Qwomar Trading Complex
Blacburne Road, Port Purcell, Road Town
Tortola, British Virgin Islands

 

Item 2(c)

 

  

Citizenship:

 

Weidong Luo - Peoples Republic of China

KK Mobile Limited - British Virgin Islands

 

Item 2(d).

 

  

Title of Class of Securities:

 

Common shares, $0.0001 par value per share, of the Issuer

 

The Issuers common shares consist of Class A common shares and Class B common shares. Holders of Class A common shares and Class B common shares have the same rights except for voting and conversion rights. Each holder of Class A common shares is entitled to one vote per share and each holder of Class B common shares is entitled to ten votes per share on all matters submitted to them for vote. Class B common shares are convertible at any time by the holder thereof into Class A common shares on a one-for-one basis. Class A common shares are not convertible into Class B common shares under any circumstances.

 

Item 2(e).   

CUSIP Number:

 

051857 100

 

This CUSIP number applies to the American depositary shares of the Issuer. Three American depositary shares represent two Class A common shares of the Issuer.

 

Item 3.    If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:
   Not applicable

 

4


Item 4.    Ownership:

 

Reporting Person

   Amount
beneficially
owned:
     Percent
of class:
    Percent of
aggregate
voting
power:
    Sole power to
vote or direct
the vote:
     Shared power
to vote or to

direct the vote:
     Sole power to
dispose or to
direct the
disposition of:
     Shared power
to dispose or to
direct the

disposition of:
 

Weidong Luo

     24,162,855        31.5     77.2     24,162,855        0        24,162,855        0  

KK Mobile Limited

     24,100,189        31.5     77.1     24,100,189        0        24,100,189        0  

As of December 31, 2018, 7,100,000 Class A common shares and 17,000,189 Class B common shares were directly held by KK Mobile Limited, a company incorporated in the British Virgin Islands and wholly owned by Mr. Weidong Luo. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Luo may be deemed to beneficially own all of the common shares of the Issuer held by KK Mobile Limited. In addition, Mr. Luo held 94,000 ADSs, representing 62,666 Class A common shares, as of December 31, 2018.

The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 76,594,315 common shares (being the sum of 59,594,126 Class A common shares and 17,000,189 Class B common shares) of the Issuer outstanding as of December 31, 2018 as a single class. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuers Class A common shares and Class B common shares as a single class as of December 31, 2018. Each holder of Class A common shares is entitled to one vote per share and each holder of Class B common shares is entitled to ten votes per share on all matters submitted to them for vote.

 

Item 5.    Ownership of Five Percent or Less of a Class:
   Not applicable
Item 6.    Ownership of More than Five Percent on Behalf of Another Person:
   Not applicable
Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person:
   Not applicable
Item 8.    Identification and Classification of Members of the Group:
   Not applicable
Item 9.    Notice of Dissolution of Group:
   Not applicable
Item 10.    Certifications:
   Not applicable

 

5


LIST OF EXHIBITS

 

Exhibit
No.

  

Description

A    Joint Filing Agreement

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.

Dated: January 25, 2019

 

WEIDONG LUO

/s/ Weidong Luo

KK MOBILE LIMITED
By:  

/s/ Weidong Luo

Name:   Weidong Luo
Title:   Director