Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* This statement on Schedule 13D (the Schedule 13D) constitutes an initial Schedule 13D filing on behalf of Daqing Ye, LEFT BK Holdings Ltd., Mount Bonnell Limited (LEFT BK Holdings Ltd. and Mount Bonnell Limited, collectively, the Holding Companies), with respect to the Class B ordinary shares, par value US$0.0001 per share (Class B Ordinary Shares) of Jianpu Technology Inc., a Cayman Islands company (the Issuer). The Class B Ordinary Shares beneficially owned by Mr. Daqing Ye and Holding Companies were previously reported on a Schedule 13G filed on February 8, 2018.

 

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)         Represents (i) 17,663,915 Class B Ordinary Shares held by LEFT BK Holdings Ltd., (ii) 15,590,710 Class B Ordinary Shares held by Mount Bonnell Limited, and (iii) 776,796 Class A Ordinary Shares issuable upon exercise of options and vesting of restricted shares within 60 days after the date of June 30, 2018. LEFT BK Holdings Ltd. is a British Virgin Islands company wholly owned by Mr. Daqing Ye. Mount Bonnell Limited is a British Virgin Islands company wholly owned by Ms. Dawei Huang, who is Mr. Daqing Yes wife.

 

Holders of Class A Ordinary Shares and Class B Ordinary Shares will have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each Class A Ordinary Share will be entitled to one vote, and each Class B Ordinary Share will be entitled to ten votes. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.

 

(2)         The calculation is based on 420,063,797 ordinary shares outstanding as of June 30, 2018, including (1) 317,592,002 Class A Ordinary Shares, (2) 102,471,795 Class B Ordinary Shares redesignated from the Issuers outstanding ordinary shares held by RONG360 Inc., assuming conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares.

 

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(1)         Represents 17,663,915 Class B Ordinary Shares held by LEFT BK Holdings Ltd. LEFT BK Holdings Ltd. is a British Virgin Islands company wholly owned by Mr. Daqing Ye.

 

Holders of Class A Ordinary Shares and Class B Ordinary Shares will have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each Class A Ordinary Share will be entitled to one vote, and each Class B Ordinary Share will be entitled to ten votes. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.

 

(2)         The calculation is based on 420,063,797 ordinary shares outstanding as of June 30, 2018, including (1) 317,592,002 Class A Ordinary Shares, (2) 102,471,795 Class B Ordinary Shares redesignated from the Issuers outstanding ordinary shares held by RONG360 Inc., assuming conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares.

 

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(1)         Represents 15,590,710 Class B Ordinary Shares held by Mount Bonnell Limited. Mount Bonnell Limited is a British Virgin Islands company wholly owned by Ms. Dawei Huang, who is Mr. Daqing Yes wife.

 

Holders of Class A Ordinary Shares and Class B Ordinary Shares will have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each Class A Ordinary Share will be entitled to one vote, and each Class B Ordinary Share will be entitled to ten votes. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.

 

(2)         The calculation is based on 420,063,797 ordinary shares outstanding as of June 30, 2018, including (1) 317,592,002 Class A Ordinary Shares, (2) 102,471,795 Class B Ordinary Shares redesignated from the Issuers outstanding ordinary shares held by RONG360 Inc., assuming conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares.

 

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Item 1.         Security and Issuer.

 

This Schedule 13D relates to the Class B Ordinary Shares of Jianpu Technology Inc., a Cayman Islands company (the Issuer), par value US$0.0001 per share. The Issuer has also issued Class A Ordinary Shares, including Class A Ordinary Shares represented by American depositary shares (the ADSs), each two representing five Class A Ordinary Shares, of the Issuer. The ADSs are listed on the New York Stock Exchange (NYSE) under the symbol JT.

 

The principal executive offices of the Issuer are located at 21/F Internet Finance Center, Danling Street, Beijing, 100080, Peoples Republic of China.

 

Item 2.         Identity and Background.

 

(a)(c), (f)                                         This Schedule 13D is being jointly filed by Mr. Daqing Ye, LEFT BK Holdings Ltd. and Mount Bonnell Limited (the Reporting Persons and each, a Reporting Person) pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. Except as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership for all purposes of the Ordinary Shares (including Ordinary Shares represented by the ADSs) held by each other Reporting Person.

 

The agreement between the Reporting Persons relating to the joint filing is attached hereto as Exhibit A. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).

 

Mr. Daqing Ye is the chairman of the board of directors and the chief executive officer of the Issuer. Mr. Daqing Ye is a citizen of the United States of America. The principal business address of Mr. Daqing Ye is c/o Jianpu Technology Inc., 21/F Internet Finance Center, Danling Street,  Beijing 100080, Peoples Republic of China.

 

LEFT BK Holdings Ltd. is principally an investment holding vehicle and is wholly owned and controlled by Mr. Daqing Ye. The principal business address of LEFT BK Holdings Ltd. is c/o Jianpu Technology Inc., 21/F Internet Finance Center, Danling Street,  Beijing 100080, Peoples Republic of China. The name, business address, present principal employment and citizenship of each director and executive officer of LEFT BK Holdings Ltd. are set forth in Schedule A hereto and are incorporated herein by reference.

 

Mount Bonnell Limited is principally an investment holding vehicle and is wholly owned by Ms. Dawei Huang, who is Mr. Daqing Yes wife. The principal business address of Mount Bonnell Limited is c/o Jianpu Technology Inc., 21/F Internet Finance Center, Danling Street,  Beijing 100080, Peoples Republic of China. The name, business address, present principal employment and citizenship of each director and executive officer of Mount Bonnell Limited are set forth in Schedule A hereto and are incorporated herein by reference.

 

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(d), (e)             During the last five years, none of the Reporting Persons and, to the best knowledge of each Reporting Person, any of the persons listed on Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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.

 

Item 3.         Source and Amount of Funds or Other Consideration.

 

Not applicable.

 

Item 4.         Purpose of Transaction.

 

Before its initial public offering, the Issuer has undertaken a corporate restructuring (the Restructuring), which entails the transfer of the platform business from the RONG360 Inc., a Cayman Islands exempted company, and its consolidated subsidiaries (excluding the Issuer, its subsidiaries and its consolidated variable interest entity) (the RONG360), to the subsidiaries and consolidated variable interest entity of the Issuer. Now the Issuer has completed the Restructuring and the existing shareholders of RONG360  becomes the Issuers shareholders through a distribution of our shares in proportion to RONG360s current shareholding structure.

 

Except as indicated above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.         Interest in Securities of the Issuer.

 

(a)(b)           The responses of each Reporting Person to Rows (11) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is based on 420,063,797 ordinary shares outstanding as of June 30, 2018, including (1) 317,592,002 Class A Ordinary Shares, (2) 102,471,795 Class B Ordinary Shares redesignated from the Issuers outstanding ordinary shares held by RONG360 Inc., assuming conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares. Holders of Class A Ordinary Shares and Class B Ordinary Shares will have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each Class A Ordinary Share will be entitled to one vote, and each Class B Ordinary Share will be entitled to ten votes. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.

 

Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any Ordinary Shares or has the right to acquire any Ordinary Shares.

 

Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares which it may be deemed to beneficially own.

 

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(c)  None of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Ordinary Shares during the past 60 days.

 

(d)  Except as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by any of the Reporting Persons.

 

(e)  Not applicable.

 

Item 6.         Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

 

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.

 

Item 7.         Material to be Filed as Exhibits.

 

Exhibit No.		Description
A		Joint Filing Agreement, dated August 6, 2018 by and between the Reporting Persons.

 

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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: August 6, 2018

 

 

	/s/ Daqing Ye
	Daqing Ye
	LEFT BK Holdings Ltd.
	By:	/s/ Daqing Ye
	Name:	Daqing Ye
	Title:	Director
	Mount Bonnell Limited
	By:	/s/ Dawei Huang
	Name:	Dawei Huang
	Title:	Director

 

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SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS

 

LEFT BK Holdings Ltd.

 

The business address of the following individual is c/o Jianpu Technology Inc., 21/F Internet Finance Center, Danling Street, Beijing 100080, Peoples Republic of China.

 

Name		Country of Citizenship
Director:
Daqing Ye		United State of America
Executive Officers:
None.		N/A

 

Mount Bonnell Limited

 

The business address of the following individual is c/o Jianpu Technology Inc., 21/F Internet Finance Center, Danling Street, Beijing 100080, Peoples Republic of China.

 

Name		Country of Citizenship
Director:
Dawei Huang		Peoples Republic of China
Executive Officers:
None.		N/A

 

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