Filing Details
- Accession Number:
- 0001104659-20-020584
- Form Type:
- 13G Filing
- Publication Date:
- 2020-02-14 06:04:00
- Filed By:
- Duan Yi
- Company:
- Fangdd Network Group Ltd. (NASDAQ:DUO)
- Filing Date:
- 2020-02-14
- 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 |
---|---|---|---|---|---|---|
Yi Duan | 0 | 329,021,793 | 329,021,793 | 0 | 329,021,793 | 18.0% |
CC NETWORK INTERNATIONAL LTD | 0 | 329,021,793 | 329,021,793 | 0 | 329,021,793 | 18.0% |
Xi Zeng | 0 | 161,396,567 | 161,396,567 | 0 | 161,396,567 | 8.9% |
ZX INTERNATIONAL LTD | 0 | 161,396,567 | 161,396,567 | 0 | 161,396,567 | 8.9% |
Jiancheng Li | 0 | 129,519,698 | 129,519,698 | 0 | 129,519,698 | 7.1% |
TIANYU NETWORK INTERNATIONAL LTD | 0 | 129,519,698 | 129,519,698 | 0 | 129,519,698 | 7.1% |
Li Zhou | 0 | 83,806,467 | 83,806,467 | 0 | 83,806,467 | 4.6% |
ZHOULI NETWORK INTERNATIONAL LTD | 0 | 83,806,467 | 83,806,467 | 0 | 83,806,467 | 4.6% |
Jiaorong Pan | 0 | 29,249,399 | 29,249,399 | 0 | 29,249,399 | 1.6% |
XUANYU NETWORK INTERNATIONAL LTD | 0 | 29,249,399 | 29,249,399 | 0 | 29,249,399 | 1.6% |
| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Fangdd Network Group Ltd.
(Name of Issuer)
Class A ordinary shares, $0.0000001 par value per share
(Title of Class of Securities)
30712L 109**
(CUSIP Number)
December 31, 2019
(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 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 30712L 109 has been assigned to the American depositary shares (ADSs) of the issuer, which are quoted on The Nasdaq Global Market under the symbol DUO. Each ADS represents 25 Class A ordinary shares of the issuer. No CUSIP has been assigned to the Issuers Class A ordinary shares.
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. 30712L 109 |
1 | Name of Reporting Person | ||
2 | Check the Appropriate Box if a Member of a Group | ||
3 | SEC Use Only | ||
4 | Citizenship or Place of Organization | ||
Number of | 5 | Sole Voting Power | |
6 | Shared Voting Power | ||
7 | Sole Dispositive Power | ||
8 | Shared Dispositive Power | ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
11 | Percent of Class Represented by Amount in Row 9 | ||
12 | Type of Reporting Person | ||
(1) Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively hold 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval.
(2) Represents 329,021,793 Class B ordinary shares directly held by CC NETWORK INTERNATIONAL LTD, a British Virgin Islands company controlled by Yi Duan. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. 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.
(3) Calculation is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.
2
CUSIP No. 30712L 109 |
1 | Name of Reporting Person | ||
2 | Check the Appropriate Box if a Member of a Group | ||
3 | SEC Use Only | ||
4 | Citizenship or Place of Organization | ||
Number of | 5 | Sole Voting Power | |
6 | Shared Voting Power | ||
7 | Sole Dispositive Power | ||
8 | Shared Dispositive Power | ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
11 | Percent of Class Represented by Amount in Row 9 | ||
12 | Type of Reporting Person | ||
(4) Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively hold 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval.
(5) Represents 329,021,793 Class B ordinary shares directly held by CC NETWORK INTERNATIONAL LTD, a British Virgin Islands. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. 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.
(6) Calculation is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.
3
CUSIP No. 30712L 109 |
1 | Name of Reporting Person | ||
2 | Check the Appropriate Box if a Member of a Group | ||
3 | SEC Use Only | ||
4 | Citizenship or Place of Organization | ||
Number of | 5 | Sole Voting Power | |
6 | Shared Voting Power | ||
7 | Sole Dispositive Power | ||
8 | Shared Dispositive Power | ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
11 | Percent of Class Represented by Amount in Row 9 | ||
12 | Type of Reporting Person | ||
(7) Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively hold 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval.
(8) Represents 161,396,567 Class B ordinary shares directly held by ZX INTERNATIONAL LTD, a British Virgin Islands company controlled by Xi Zeng. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. 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.
(9) Calculation is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.
4
CUSIP No. 30712L 109 |
1 | Name of Reporting Person | ||
2 | Check the Appropriate Box if a Member of a Group | ||
3 | SEC Use Only | ||
4 | Citizenship or Place of Organization | ||
Number of | 5 | Sole Voting Power | |
6 | Shared Voting Power | ||
7 | Sole Dispositive Power | ||
8 | Shared Dispositive Power | ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
11 | Percent of Class Represented by Amount in Row 9 | ||
12 | Type of Reporting Person | ||
(10) Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively hold 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval.
(11) Represents 161,396,567 Class B ordinary shares directly held by ZX INTERNATIONAL LTD, a British Virgin Islands. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. 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.
(12) Calculation is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.
5
CUSIP No. 30712L 109 |
1 | Name of Reporting Person | ||
2 | Check the Appropriate Box if a Member of a Group | ||
3 | SEC Use Only | ||
4 | Citizenship or Place of Organization | ||
Number of | 5 | Sole Voting Power | |
6 | Shared Voting Power | ||
7 | Sole Dispositive Power | ||
8 | Shared Dispositive Power | ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
11 | Percent of Class Represented by Amount in Row 9 | ||
12 | Type of Reporting Person | ||
(13) Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively hold 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval.
(14) Represents 129,519,698 Class B ordinary shares directly held by TIANYU NETWORK INTERNATIONAL LTD, a British Virgin Islands company controlled by Jiancheng Li. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. 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.
(15) Calculation is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.
6
CUSIP No. 30712L 109 |
1 | Name of Reporting Person | ||
2 | Check the Appropriate Box if a Member of a Group | ||
3 | SEC Use Only | ||
4 | Citizenship or Place of Organization | ||
Number of | 5 | Sole Voting Power | |
6 | Shared Voting Power | ||
7 | Sole Dispositive Power | ||
8 | Shared Dispositive Power | ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
11 | Percent of Class Represented by Amount in Row 9 | ||
12 | Type of Reporting Person | ||
(16) Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively hold 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval.
(17) Represents 129,519,698 Class B ordinary shares directly held by TIANYU NETWORK INTERNATIONAL LTD, a British Virgin Islands. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. 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.
(18) Calculation is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.
7
CUSIP No. 30712L 109 |
1 | Name of Reporting Person | ||
2 | Check the Appropriate Box if a Member of a Group | ||
3 | SEC Use Only | ||
4 | Citizenship or Place of Organization | ||
Number of | 5 | Sole Voting Power | |
6 | Shared Voting Power | ||
7 | Sole Dispositive Power | ||
8 | Shared Dispositive Power | ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
11 | Percent of Class Represented by Amount in Row 9 | ||
12 | Type of Reporting Person | ||
(19) Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively hold 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval.
(20) Represents 83,806,467 Class A ordinary shares directly held by ZHOULI NETWORK INTERNATIONAL LTD, a British Virgin Islands company controlled by Li Zhou. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. 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.
(21) Calculation is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.
8
CUSIP No. 30712L 109 |
1 | Name of Reporting Person | ||
2 | Check the Appropriate Box if a Member of a Group | ||
3 | SEC Use Only | ||
4 | Citizenship or Place of Organization | ||
Number of | 5 | Sole Voting Power | |
6 | Shared Voting Power | ||
7 | Sole Dispositive Power | ||
8 | Shared Dispositive Power | ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
11 | Percent of Class Represented by Amount in Row 9 | ||
12 | Type of Reporting Person | ||
(22) Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively hold 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval.
(23) Represents 83,806,467 Class A ordinary shares directly held by ZHOULI NETWORK INTERNATIONAL LTD, a British Virgin Islands. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. 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.
(24) Calculation is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose
9
CUSIP No. 30712L 109 |
1 | Name of Reporting Person | ||
2 | Check the Appropriate Box if a Member of a Group | ||
3 | SEC Use Only | ||
4 | Citizenship or Place of Organization | ||
Number of | 5 | Sole Voting Power | |
6 | Shared Voting Power | ||
7 | Sole Dispositive Power | ||
8 | Shared Dispositive Power | ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
11 | Percent of Class Represented by Amount in Row 9 | ||
12 | Type of Reporting Person | ||
(25) Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively hold 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval.
(26) Represents 29,249,399 Class A ordinary shares directly held by XUANYU NETWORK INTERNATIONAL LTD, a British Virgin Islands company controlled by Jiaorong Pan. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. 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.
(27) Calculation is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.
10
CUSIP No. 30712L 109 |
1 | Name of Reporting Person | ||
2 | Check the Appropriate Box if a Member of a Group | ||
3 | SEC Use Only | ||
4 | Citizenship or Place of Organization | ||
Number of | 5 | Sole Voting Power | |
6 | Shared Voting Power | ||
7 | Sole Dispositive Power | ||
8 | Shared Dispositive Power | ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
11 | Percent of Class Represented by Amount in Row 9 | ||
12 | Type of Reporting Person | ||
(28) Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively hold 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval.
(29) Represents 29,249,399 Class A ordinary shares directly held by TIANYU NETWORK INTERNATIONAL LTD, a British Virgin Islands. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. 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.
(30) Calculation is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.
11
CUSIP No. 30712L 109 |
Item 1(a). | Name of Issuer: | |
Item 1(b). | Address of Issuers Principal Executive Offices: | |
| ||
Item 2(a). | Name of Person Filing: (ii) CC NETWORK INTERNATIONAL LTD, (iii) Xi Zeng, (iv) ZX INTERNATIONAL LTD, (v) Jiancheng Li, (vi) TIANYU NETWORK INTERNATIONAL LTD, (vii) Li Zhou, (viii) ZHOULI NETWORK INTERNATIONAL LTD, (ix) Jiaorong Pan, and (x) XUANYU NETWORK INTERNATIONAL LTD (collectively, the Reporting Persons). | |
Item 2(b). | Address of Principal Business Office or, if none, Residence:
18/F, Unit B2, Kexing Science Park, 15 Keyuan Road Technology Park, Nanshan District Shenzhen, Peoples Republic of China | |
Item 2(c) | Citizenship: CC NETWORK INTERNATIONAL LTD - the British Virgin Islands Xi Zeng - the Peoples Republic of China ZX INTERNATIONAL LTD - the British Virgin Islands Jiancheng Li - the Peoples Republic of China TIANYU NETWORK INTERNATIONAL LTD - the British Virgin Islands Li Zhou the Peoples Republic of China ZHOULI NETWORK INTERNATIONAL LTD - the British Virgin Islands Jiaorong Pan the Peoples Republic of China XUANYU NETWORK INTERNATIONAL LTD - the British Virgin Islands | |
Item 2(d). | Title of Class of Securities:
The Issuers ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes, on all matters submitted to shareholders for 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:
This CUSIP number applies to the American depositary shares of the Issuer, each representing 25 Class A ordinary shares of the Issuer. No CUSIP has been assigned to the Issuers Class A ordinary shares. | |
| ||
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 |
12
CUSIP No. 30712L 109 |
Item 4. | Ownership: |
Reporting Person |
| Amount |
| Percent |
| Percent of |
| Sole power |
| Shared power |
| Sole power to |
| Shared |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yi Duan |
| 329,021,793 | (4) | 18.0 | % | 44.4 | % | 0 |
| 329,021,793 |
| 329,021,793 |
| 0 |
|
CC NETWORK INTERNATIONAL LTD |
| 329,021,793 | (4) | 18.0 | % | 44.4 | % | 0 |
| 329,021,793 |
| 329,021,793 |
| 0 |
|
Xi Zeng |
| 161,396,567 | (5) | 8.9 | % | 21.8 | % | 0 |
| 161,396,567 |
| 161,396,567 |
| 0 |
|
ZX INTERNATIONAL LTD( |
| 161,396,567 | (5) | 8.9 | % | 21.8 | % | 0 |
| 161,396,567 |
| 161,396,567 |
| 0 |
|
Jiancheng Li |
| 129,519,698 | (6) | 7.1 | % | 17.5 | % | 0 |
| 129,519,698 |
| 129,519,698 |
| 0 |
|
TIANYU NETWORK INTERNATIONAL LTD |
| 129,519,698 | (6) | 7.1 | % | 17.5 | % | 0 |
| 129,519,698 |
| 129,519,698 |
| 0 |
|
Li Zhou |
| 83,806,467 | (7) | 4.6 | % | 1.1 | % | 0 |
| 83,806,467 |
| 83,806,467 |
| 0 |
|
ZHOULI NETWORK INTERNATIONAL LTD |
| 83,806,467 | (7) | 4.6 | % | 1.1 | % | 0 |
| 83,806,467 |
| 83,806,467 |
| 0 |
|
Jiaorong Pan |
| 29,249,399 | (8) | 1.6 | % | 0.4 | % | 0 |
| 29,249,399 |
| 29,249,399 |
| 0 |
|
XUANYU NETWORK INTERNATIONAL LTD |
| 29,249,399 | (8) | 1.6 | % | 0.4 | % | 0 |
| 29,249,399 |
| 29,249,399 |
| 0 |
|
(1) The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. 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. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.
(2) The percentage of voting power is calculated by dividing the voting power beneficially owned by each Reporting Person by the voting power of all of the Issuers Class A ordinary shares and Class B ordinary shares as a single class. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes, on all matters submitted to them for vote.
(3) Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively held 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval. As a result, the group held 85.3% of the voting power of all the outstanding shares of the Issuer as of December 31, 2019.
(4) Represents 329,021,793 Class B ordinary shares held by CC NETWORK INTERNATIONAL LTD, a company incorporated in the British Virgin Islands. CC NETWORK INTERNATIONAL LTD is controlled by CC Network Holding Ltd, a company incorporated under the laws of British Virgin Islands. CC Network Holding Ltd is controlled by CC Trust, a trust established under the laws of the British Virgin Islands and managed by Cantrust (Far East) Limited as the trustee. Yi Duan is the settlor of CC Trust and Yi Duan and his family members are the trusts beneficiaries. Under the terms of this trust, Yi Duan 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 share held by CC NETWORK INTERNATIONAL LTD.
13
CUSIP No. 30712L 109 |
(5) Represents 161,396,567 Class B ordinary shares held by ZX INTERNATIONAL LTD, a company incorporated in the British Virgin Islands. ZX INTERNATIONAL LTD is controlled by ZX Rising Ltd, a company incorporated under the laws of British Virgin Islands. ZX Rising Ltd is controlled by ZX Family Trust, a trust established under the laws of the British Virgin Islands and managed by Cantrust (Far East) Limited as the trustee. Xi Zeng is the settlor of ZX Family Trust, and Xi Zeng and his family members are the trusts beneficiaries. Under the terms of this trust, Xi Zeng 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 share held by ZX INTERNATIONAL LTD.
(6) Represents 129,519,698 Class B ordinary shares held by TIANYU NETWORK INTERNATIONAL LTD, a company incorporated in the British Virgin Islands. TIANYU NETWORK INTERNATIONAL LTD is controlled by Tianyu Network Holding Ltd, a company incorporated under the laws of British Virgin Islands. Tianyu Network Holding Ltd is controlled by Tianyu Family Trust, a trust established under the laws of the British Virgin Islands and managed by Cantrust (Far East) Limited as the trustee. Mr. Jiancheng Li is the settlor of Tianyu Family Trust, and Mr. Li and his family members are the trusts beneficiaries. Under the terms of this trust, Mr. 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 share held by TIANYU NETWORK INTERNATIONAL LTD.
(7) Represents 83,806,467 Class A ordinary shares held by ZHOULI NETWORK INTERNATIONAL LTD, a company incorporated in the British Virgin Islands. ZHOULI NETWORK INTERNATIONAL LTD is controlled by YUMO Network Holding Ltd, a company incorporated under the laws of British Virgin Islands. YUMO Network Holding Ltd is controlled by YUMO Family Trust, a trust established under the laws of the British Virgin Islands and managed by Cantrust (Far East) Limited as the trustee. Ms. Li Zhou is the settlor of YUMO Family Trust, and Ms. Zhou and her family members are the trusts beneficiaries. Under the terms of this trust, Ms. Zhou 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 share held by ZHOULI NETWORK INTERNATIONAL LTD.
(8) Represents 29,249,399 Class A ordinary shares held by XUANYU NETWORK INTERNATIONAL LTD, a company incorporated in the British Virgin Islands. Ms. Jiaorong Pan is the sole shareholder of XUANYU NETWORK INTERNATIONAL LTD.
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: |
| See Item 2(a) in lieu of an exhibit. |
| |
Item 9. | Notice of Dissolution of Group: |
| Not applicable |
|
|
Item 10. | Certifications: |
| Not applicable |
14
CUSIP No. 30712L 109 |
LIST OF EXHIBITS
Exhibit No. |
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99.1 |
| Joint Filing Agreement |
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CUSIP No. 30712L 109 |
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: February 14, 2020
| Yi Duan | |
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| /s/ Yi Duan | |
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| CC NETWORK INTERNATIONAL LTD | |
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| By: | /s/ Yi Duan |
| Name: | Yi Duan |
| Title: | Director |
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| Xi Zeng | |
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| /s/ Xi Zeng | |
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\ | ZX INTERNATIONAL LTD | |
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| By: | /s/ Xi Zeng |
| Name: | Xi Zeng |
| Title: | Director |
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| Jiancheng Li | |
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| /s/ Jiancheng Li | |
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| TIANYU NETWORK INTERNATIONAL LTD | |
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| By: | /s/ Jiancheng Li |
| Name: | Jiancheng Li |
| Title: | Director |
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| Li Zhou | |
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| /s/ Li Zhou |
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| ZHOULI NETWORK INTERNATIONAL LTD | |
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| By: | /s/ Li Zhou |
| Name: | Li Zhou |
| Title: | Director |
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| Jiaorong Pan | |
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| /s/ Jiaorong Pan | |
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| XUANYU NETWORK INTERNATIONAL LTD | |
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| By: | /s/ Jiaorong Pan |
| Name: | Jiaorong Pan |
| Title: | Director |
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