Filing Details
- Accession Number:
- 0001104659-19-003261
- Form Type:
- 13G Filing
- Publication Date:
- 2019-01-25 06:12:01
- Filed By:
- Li Qiaoling
- Company:
- Cootek (Cayman) Inc. (NYSE:CTK)
- Filing Date:
- 2019-01-25
- SEC Url:
- 13G Filing
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 |
|---|---|---|---|---|---|---|
| Qiaoling Li | 215,624,465 | 0 | 215,624,465 | 0 | 215,624,465 | 7.3% |
| LQL Global Innovation Investment Inc | 215,624,465 | 0 | 215,624,465 | 0 | 215,624,465 | 7.3% |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
CooTek (Cayman) Inc.
(Name of Issuer)
Class A Ordinary Shares, par value $0.00001 per share
(Title of Class of Securities)
G2490L 109
(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:
| o | Rule 13d-1(b) |
| o | Rule 13d-1(c) |
| x | 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 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).
| CUSIP No. G2490L 109 |
| Page 2 of 7 pages |
| 1 | Name of Reporting Person
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | o | ||
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| (b)
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| 3 | SEC Use Only
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| 4 | Citizenship or Place of Organization
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| Number of | 5 | Sole Voting Power
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| 6 | Shared Voting Power
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| 7 | Sole Dispositive Power
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| 8 | Shared Dispositive Power
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
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| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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| 11 | Percent of Class Represented by Amount in Row 9
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| 12 | Type of Reporting Person | |||
| CUSIP No. G2490L 109 |
| Page 3 of 7 pages |
| 1 | Name of Reporting Person
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | o | ||
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| (b)
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| 3 | SEC Use Only
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| 4 | Citizenship or Place of Organization
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| Number of | 5 | Sole Voting Power
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| 6 | Shared Voting Power
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| 7 | Sole Dispositive Power
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| 8 | Shared Dispositive Power
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
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| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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| 11 | Percent of Class Represented by Amount in Row 9
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| 12 | Type of Reporting Person | |||
| CUSIP No. G2490L 109 |
| Page 4 of 7 pages |
| Item 1(a). | Name of Issuer: |
| Item 1(b). | Address of Issuers Principal Executive Offices: |
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| Item 2(a). | Name of Person Filing: |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
| Item 2(c) | Citizenship: |
| Item 2(d). | Title of Class of Securities:
The Issuers ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty-five votes per share on all matters submitted to them for a vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| Item 2(e). | CUSIP Number: |
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| 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: |
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| Not applicable |
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| Item 4. | Ownership: |
| Reporting Person |
| Amount |
| Percent |
| Percent of |
| Sole power to |
| Shared power |
| Sole power to |
| Shared power |
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| Qiaoling Li |
| 215,624,465 | (1) | 7.3%(2) |
| 2.4%(3) |
| 215,624,465 | (1) | 0 |
| 215,624,465 | (1) | 0 |
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| LQL Global Innovation Investment Inc. |
| 215,624,465 | (1) | 7.3%(2) |
| 2.4%(3) |
| 215,624,465 | (1) | 0 |
| 215,624,465 | (1) | 0 |
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(1) Represents 215,624,465 Class A ordinary shares held by LQL Global Innovation Investment Inc., a British Virgin Islands company. LQL Global Innovation Investment Inc. is ultimately owned by LQL International Trust, a trust established under the laws of Guernsey and managed by Cantrust (Far East) Limited as the trustee. Qiaoling Li is the settlor of this trust , and Ms. Li and her family members are the trusts beneficiaries. Under the terms of this trust, Ms. Li has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares of the Issuer held by LQL Global Innovation Investment Inc. Ms. Li is the sole director of LQL Global Innovation Investment Inc.
| CUSIP No. G2490L 109 |
| Page 5 of 7 pages |
(2) The beneficial ownership of Ms. Li and LQL Global Innovation Investment Inc. represents 7.3% of total Class A ordinary shares (or 6.8% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares) as of December 31, 2018. The percentage of class of securities beneficially owned by each Reporting Person is calculated based on 2,934,056,736 Class A ordinary shares and 246,224,465 Class B ordinary shares of the Issuer outstanding as of December 31, 2018, based on the information provided by the Issuer.
(3) For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuers 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 Class B ordinary shares is entitled to twenty-five votes per share on all matters submitted to them for a vote.
| Item 5. | Ownership of Five Percent or Less of a Class: |
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| Not applicable |
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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 Controlling 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 |
| CUSIP No. G2490L 109 |
| Page 6 of 7 pages |
| Item 10. | Certifications: |
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| Not applicable |
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 |
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| Qiaoling Li | |
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| /s/ Qiaoling Li | |
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| LQL Global Innovation Investment Inc. | |
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| By: | /s/ Qiaoling Li |
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| Name: | Qiaoling Li |
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| Title: | Director |
| CUSIP No. G2490L 109 |
| Page 7 of 7 pages |
LIST OF EXHIBITS
| Exhibit No. |
| Description |
| A |
| Joint Filing Agreement |