Filing Details

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.

  NAME OF REPORTING PERSON

  Charles Zhang

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  PF, OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Peoples Republic of China

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  396,200 Ordinary Shares

  SHARED VOTING POWER

  11,048,400 Ordinary Shares

  SOLE DISPOSITIVE POWER

  396,200 Ordinary Shares

  SHARED DISPOSITIVE POWER

  11,048,400 Ordinary Shares

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  11,444,600 Ordinary Shares

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  33.8%

  TYPE OF REPORTING PERSON (See Instructions)

  IN

Source and Amount of Funds or Other Consideration.

From March 14, 2022 to April 12, 2022 and from August 12, 2022 to September 8, 2022, Photon purchased on the open market an aggregate of 331,967 American depositary shares (ADSs), each representing one Ordinary Share, consisting of (i) 14,007 ADSs purchased on March 14, 2022 for a purchase price of $14.60 per ADS; (ii) 23,139 ADSs purchased on March 30, 2022 for a purchase price of $16.66 per ADS; (iii) 23,139 ADSs purchased on March 31, 2022 for a purchase price of $16.75 per ADS; (iv) 23,139 ADSs purchased on April 1, 2022 for a purchase price of $17.43 per ADS; (v) 22,791 ADSs purchased on April 4, 2022 for a purchase price of $18.23 per ADS; (vi) 22,791 ADSs purchased on April 5, 2022 for a purchase price of $18.43 per ADS; (vii) 22,791 ADSs purchased on April 6, 2022 for a purchase price of $18.56 per ADS; (viii) 21,288 ADSs purchased on April 7, 2022 for a purchase price of $18.87 per ADS; (ix) 22,791 ADSs purchased on April 8, 2022 for a purchase price of $19.50 per ADS; (x) 20,960 ADSs purchased on April 11, 2022 for a purchase price of $19.26 per ADS; (xi) 17,171 ADSs purchased on April 12, 2022 for a purchase price of $19.52 per ADS; (xii) 4,065 ADSs purchased on August 12, 2022 for a purchase price of $17.97 per ADS; (xiii) 4,819 ADSs purchased on August 15, 2022 for a purchase price of $17.85 per ADS; (xiv) 4,819 ADSs purchased on August 16, 2022 for a purchase price of $18.04 per ADS; (xv) 4,819 ADSs purchased on August 17, 2022 for a purchase price of $17.89 per ADS; (xvi) 4,819 ADSs purchased on August 18, 2022 for a purchase price of $17.87 per ADS; (xvii) 4,819 ADSs purchased on August 19, 2022 for a purchase price of $17.64 per ADS; (xviii) 5,209 ADSs purchased on August 22, 2022 for a purchase price of $18.04 per ADS; (xix) 5,209 ADSs purchased on August 23, 2022 for a purchase price of $17.64 per ADS; (xx) 5,209 ADSs purchased on August 24, 2022 for a purchase price of $17.94 per ADS; (xxi) 5,209 ADSs purchased on August 25, 2022 for a purchase price of $18.02 per ADS; (xxii) 5,209 ADSs purchased on August 26, 2022 for a purchase price of $17.85 per ADS; (xxiii) 5,511 ADSs purchased on August 29, 2022 for a purchase price of $17.84 per ADS; (xxiv) 5,511 ADSs purchased on August 30, 2022 for a purchase price of $17.20 per ADS; (xxv) 5,511 ADSs purchased on August 31, 2022 for a purchase price of $17.76 per ADS; (xxvi) 5,511 ADSs purchased on September 1, 2022 for a purchase price of $17.68 per ADS; (xxvii) 5,511 ADSs purchased on September 2, 2022 for a purchase price of $17.83 per ADS; (xxviii) 5,400 ADSs purchased on September 6, 2022 for a purchase price of $17.35 per ADS; (xxix) 5,400 ADSs purchased on September 7, 2022 for a purchase price of $17.50 per ADS; and (xxx) 5,400 ADSs purchased on September 8, 2022 for a purchase price of $17.69 per ADS (collectively, the Photon Purchases).

Purpose of the Transaction.

Interest in Securities of the Issuer.

Amount Beneficially Owned:

Number of shares as to which Dr. Zhang has:

sole power to vote or to direct the vote: 396,200 Ordinary Shares.

shared power to vote or to direct the vote: 11,048,400 Ordinary Shares.

sole power to dispose or to direct the disposition of: 396,200 Ordinary Shares.

shared power to dispose or to direct the disposition of: 11,048,400 Ordinary Shares.

The following transactions have been effected during the past 60 days:

Not applicable.

Not applicable.

Includes (i) 268,700 Ordinary Shares represented by ADSs held by Dr. Zhang; (ii) 127,500 Ordinary Shares issuable upon the exercise of share options held by Dr. Zhang that are vested or will vest within 60 days following the date of this Amendment; and (iii) 11,048,400 Ordinary Shares represented by ADSs held by Photon. Dr. Zhang disclaims beneficial ownership of the 11,048,400 Ordinary Shares represented by the ADSs held by Photon except to the extent of his pecuniary interest in such Ordinary Shares. Photon is a British Virgin Islands corporation with principal offices at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. Photon is an investment holding company. During the five years prior to the date of this Amendment, neither Photon nor any of its directors, officers, shareholders, or control persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Also, during the five years prior to the date hereof, neither Photon nor any of its directors, officers, shareholders, or control persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.