Statement of Ownership (sc 13g)
February 09 2021 - 4:08PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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. )*
Agora, Inc.
(Name of Issuer)
Class A ordinary shares, $0.0001 par value per share
(Title of Class of Securities)
00851L103**
(CUSIP
Number)
December 31, 2020
(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)
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*
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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.
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**
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CUSIP number 00851L103 has been assigned to the American depositary shares (“ADSs”) of the Issuer,
which are quoted on the Nasdaq Global Select Market under the symbol “API.” Each ADS represents four Class A ordinary shares of the Issuer.
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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).
Page
2
of 18 Pages
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1
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Name of
Reporting Person
Shunwei Technology II Limited
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5
|
|
Sole Voting Power
31,065,548 (1)
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|
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6
|
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Shared Voting Power
0
|
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7
|
|
Sole Dispositive Power
31,065,548 (1)
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|
|
8
|
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Shared Dispositive Power
0
|
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9
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
31,065,548 (1)
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10
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|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐
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11
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Percent of Class Represented by Amount
in Row 9
7.8%(2) (or 1.7%(2) of the aggregate voting power)
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12
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Type of Reporting Person
CO
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(1)
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Represents 31,065,548 Class A ordinary shares held by Shunwei Technology II Limited.
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(2)
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The beneficial ownership percentage is calculated based on 396,897,929 ordinary shares of the Issuer as a
single class, being the sum of (i) 320,717,991 Class A ordinary shares, and (ii) 76,179,938 Class B ordinary shares issued and outstanding as of June 25, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as
reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 25, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class.
The voting power of the shares beneficially owned by the Reporting Person represented 1.7% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
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2
Page
3
of 18 Pages
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1
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Name of
Reporting Person
Shunwei China Internet Fund, L.P.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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5
|
|
Sole Voting Power
31,065,548 (1)
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|
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6
|
|
Shared Voting Power
0
|
|
|
7
|
|
Sole Dispositive Power
31,065,548 (1)
|
|
|
8
|
|
Shared Dispositive Power
0
|
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9
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
31,065,548 (1)
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|
10
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐
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11
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Percent of Class Represented by Amount
in Row 9
7.8%(2) (or 1.7%(2) of the aggregate voting power)
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12
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Type of Reporting Person
PN
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(1)
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Represents 31,065,548 Class A ordinary shares held by Shunwei Technology II Limited. Shunwei China Internet
Fund, L.P. is the sole shareholder of Shunwei Technology II Limited.
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(2)
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The beneficial ownership percentage is calculated based on 396,897,929 ordinary shares of the Issuer as a
single class, being the sum of (i) 320,717,991 Class A ordinary shares, and (ii) 76,179,938 Class B ordinary shares issued and outstanding as of June 25, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as
reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 25, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class.
The voting power of the shares beneficially owned by the Reporting Person represented 1.7% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
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3
Page
4
of 18 Pages
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1
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Name of
Reporting Person
Shunwei Capital Partners GP, L.P.
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2
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|
Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
|
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3
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SEC Use Only
|
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4
|
|
Citizenship or Place of
Organization
Cayman Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5
|
|
Sole Voting Power
31,065,548 (1)
|
|
|
6
|
|
Shared Voting Power
0
|
|
|
7
|
|
Sole Dispositive Power
31,065,548 (1)
|
|
|
8
|
|
Shared Dispositive Power
0
|
|
9
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
31,065,548 (1)
|
|
10
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐
|
|
11
|
|
Percent of Class Represented by Amount
in Row 9
7.8%(2) (or 1.7%(2) of the aggregate voting power)
|
|
12
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Type of Reporting Person
PN
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(1)
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Represents 31,065,548 Class A ordinary shares held by Shunwei Technology II Limited. Shunwei China Internet
Fund, L.P. is the sole shareholder of Shunwei Technology II Limited. Shunwei Capital Partners GP, L.P. is the general partner of Shunwei China Internet Fund, L.P.
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(2)
|
The beneficial ownership percentage is calculated based on 396,897,929 ordinary shares of the Issuer as a
single class, being the sum of (i) 320,717,991 Class A ordinary shares, and (ii) 76,179,938 Class B ordinary shares issued and outstanding as of June 25, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as
reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 25, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class.
The voting power of the shares beneficially owned by the Reporting Person represented 1.7% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
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4
Page
5
of 18 Pages
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1
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Name of
Reporting Person
Shunwei Capital Partners GP Limited
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2
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|
Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
|
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3
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SEC Use Only
|
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4
|
|
Citizenship or Place of
Organization
Cayman Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5
|
|
Sole Voting Power
31,065,548 (1)
|
|
|
6
|
|
Shared Voting Power
0
|
|
|
7
|
|
Sole Dispositive Power
31,065,548 (1)
|
|
|
8
|
|
Shared Dispositive Power
0
|
|
9
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
31,065,548 (1)
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|
10
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐
|
|
11
|
|
Percent of Class Represented by Amount
in Row 9
7.8%(2) (or 1.7%(2) of the aggregate voting power)
|
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12
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Type of Reporting Person
CO
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(1)
|
Represents 31,065,548 Class A ordinary shares held by Shunwei Technology II Limited. Shunwei China Internet
Fund, L.P. is the sole shareholder of Shunwei Technology II Limited. Shunwei Capital Partners GP, L.P. is the general partner of Shunwei China Internet Fund, L.P. Shunwei Capital Partners GP Limited is the general partner of Shunwei Capital Partners
GP, L.P.
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(2)
|
The beneficial ownership percentage is calculated based on 396,897,929 ordinary shares of the Issuer as a
single class, being the sum of (i) 320,717,991 Class A ordinary shares, and (ii) 76,179,938 Class B ordinary shares issued and outstanding as of June 25, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as
reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 25, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class.
The voting power of the shares beneficially owned by the Reporting Person represented 1.7% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
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5
Page
6
of 18 Pages
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1
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Name of
Reporting Person
Astrend Opportunity III Alpha Limted
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
|
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3
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SEC Use Only
|
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4
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Citizenship or Place of
Organization
British Virgin Islands
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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5
|
|
Sole Voting Power
3,000,000 (1)
|
|
|
6
|
|
Shared Voting Power
0
|
|
|
7
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Sole Dispositive Power
3,000,000 (1)
|
|
|
8
|
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Shared Dispositive Power
0
|
|
9
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000 (1)
|
|
10
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐
|
|
11
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Percent of Class Represented by Amount
in Row 9
0.8%(2) (or 0.2%(2) of the aggregate voting power)
|
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12
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Type of Reporting Person
CO
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(1)
|
Represents 3,000,000 Class A ordinary shares (represented by 750,000 ADSs) held by Astrend Opportunity III
Alpha Limited.
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(2)
|
The beneficial ownership percentage is calculated based on 396,897,929 ordinary shares of the Issuer as a
single class, being the sum of (i) 320,717,991 Class A ordinary shares, and (ii) 76,179,938 Class B ordinary shares issued and outstanding as of June 25, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as
reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 25, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class.
The voting power of the shares beneficially owned by the Reporting Person represented 0.2% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
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6
Page
7
of 18 Pages
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1
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Name of
Reporting Person
Shunwei China Internet Opportunity Fund III, L.P.
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2
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|
Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
|
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3
|
|
SEC Use Only
|
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4
|
|
Citizenship or Place of
Organization
Cayman Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5
|
|
Sole Voting Power
3,000,000 (1)
|
|
|
6
|
|
Shared Voting Power
0
|
|
|
7
|
|
Sole Dispositive Power
3,000,000 (1)
|
|
|
8
|
|
Shared Dispositive Power
0
|
|
9
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000 (1)
|
|
10
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐
|
|
11
|
|
Percent of Class Represented by Amount
in Row 9
0.8%(2) (or 0.2%(2) of the aggregate voting power)
|
|
12
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|
Type of Reporting Person
PN
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(1)
|
Represents 3,000,000 Class A ordinary shares (represented by 750,000 ADSs) held by Astrend Opportunity III
Alpha Limited. Shunwei China Internet Opportunity Fund III, L.P. is the sole shareholder of Astrend Opportunity III Alpha Limited.
|
|
(2)
|
The beneficial ownership percentage is calculated based on 396,897,929 ordinary shares of the Issuer as a
single class, being the sum of (i) 320,717,991 Class A ordinary shares, and (ii) 76,179,938 Class B ordinary shares issued and outstanding as of June 25, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as
reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 25, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class.
The voting power of the shares beneficially owned by the Reporting Person represented 0.2% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
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7
Page
8
of 18 Pages
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1
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Name of
Reporting Person
Shunwei Capital Partners IV GP, L.P.
|
|
2
|
|
Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
|
|
3
|
|
SEC Use Only
|
|
4
|
|
Citizenship or Place of
Organization
Cayman Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5
|
|
Sole Voting Power
3,000,000 (1)
|
|
|
6
|
|
Shared Voting Power
0
|
|
|
7
|
|
Sole Dispositive Power
3,000,000 (1)
|
|
|
8
|
|
Shared Dispositive Power
0
|
|
9
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000 (1)
|
|
10
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐
|
|
11
|
|
Percent of Class Represented by Amount
in Row 9
0.8%(2) (or 0.2%(2) of the aggregate voting power)
|
|
12
|
|
Type of Reporting Person
PN
|
|
(1)
|
Represents 3,000,000 Class A ordinary shares (represented by 750,000 ADSs) held by Astrend Opportunity III
Alpha Limited. Astrend Opportunity III Alpha Limited is wholly owned by Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP, L.P. is the general partner of Shunwei China Internet Opportunity Fund III, L.P.
|
|
(2)
|
The beneficial ownership percentage is calculated based on 396,897,929 ordinary shares of the Issuer as a
single class, being the sum of (i) 320,717,991 Class A ordinary shares, and (ii) 76,179,938 Class B ordinary shares issued and outstanding as of June 25, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as
reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 25, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class.
The voting power of the shares beneficially owned by the Reporting Person represented 0.2% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
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8
Page
9
of 18 Pages
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1
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Name of
Reporting Person
Shunwei Capital Partners IV GP Limited
|
|
2
|
|
Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
|
|
3
|
|
SEC Use Only
|
|
4
|
|
Citizenship or Place of
Organization
Cayman Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5
|
|
Sole Voting Power
3,000,000 (1)
|
|
|
6
|
|
Shared Voting Power
0
|
|
|
7
|
|
Sole Dispositive Power
3,000,000 (1)
|
|
|
8
|
|
Shared Dispositive Power
0
|
|
9
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000 (1)
|
|
10
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐
|
|
11
|
|
Percent of Class Represented by Amount
in Row 9
0.8%(2) (or 0.2%(2) of the aggregate voting power)
|
|
12
|
|
Type of Reporting Person
CO
|
|
(1)
|
Represents 3,000,000 Class A ordinary shares (represented by 75,000,000 ADSs) held by Astrend Opportunity III
Alpha Limted. Astrend Opportunity III Alpha Limited is wholly owned by Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP, L.P. is the general partner of Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital
Partners IV GP Limited is the general partner of Shunwei Capital Partners IV GP, L.P. Shunwei Capital Partners IV GP Limited is controlled by Silver Unicorn Ventures Limited.
|
|
(2)
|
The beneficial ownership percentage is calculated based on 396,897,929 ordinary shares of the Issuer as a
single class, being the sum of (i) 320,717,991 Class A ordinary shares, and (ii) 76,179,938 Class B ordinary shares issued and outstanding as of June 25, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as
reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 25, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class.
The voting power of the shares beneficially owned by the Reporting Person represented 0.2% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
|
9
Page
10
of 18 Pages
|
|
|
|
|
|
|
|
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1
|
|
Name of
Reporting Person
Silver Unicorn Ventures 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
34,065,548 (1)
|
|
|
6
|
|
Shared Voting Power
0
|
|
|
7
|
|
Sole Dispositive Power
34,065,548 (1)
|
|
|
8
|
|
Shared Dispositive Power
0
|
|
9
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
34,065,548 (1)
|
|
10
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐
|
|
11
|
|
Percent of Class Represented by Amount
in Row 9
8.6%(2) (or 1.8%(2) of the aggregate voting power)
|
|
12
|
|
Type of Reporting Person
CO
|
|
(1)
|
Represents (i) 31,065,548 Class A ordinary shares held by Shunwei Technology II Limited and (ii) 3,000,000
Class A ordinary shares (represented by 75,000,000 ADSs) held by Astrend Opportunity III Alpha Limited. Shunwei China Internet Fund, L.P. is the sole shareholder of Shunwei Technology II Limited. Shunwei Capital Partners GP, L.P. is the general
partner of Shunwei China Internet Fund, L.P. Shunwei Capital Partners GP Limited is the general partner of Shunwei Capital Partners GP, L.P. Shunwei Capital Partners GP Limited is controlled by Silver Unicorn Ventures Limited. Astrend Opportunity
III Alpha Limited is wholly owned by Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP, L.P. is the general partner of Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP Limited is the
general partner of Shunwei Capital Partners IV GP, L.P. Shunwei Capital Partners IV GP Limited is controlled by Silver Unicorn Ventures Limited.
|
|
(2)
|
The beneficial ownership percentage is calculated based on 396,897,929 ordinary shares of the Issuer as a
single class, being the sum of (i) 320,717,991 Class A ordinary shares, and (ii) 76,179,938 Class B ordinary shares issued and outstanding as of June 25, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as
reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 25, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class.
The voting power of the shares beneficially owned by the Reporting Person represented 1.8% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
|
10
Page
11
of 18 Pages
|
|
|
|
|
|
|
|
|
1
|
|
Name of
Reporting Person
Tuck Lye Koh
|
|
2
|
|
Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
|
|
3
|
|
SEC Use Only
|
|
4
|
|
Citizenship or Place of
Organization
Singapore
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5
|
|
Sole Voting Power
34,065,548 (1)
|
|
|
6
|
|
Shared Voting Power
0
|
|
|
7
|
|
Sole Dispositive Power
34,065,548 (1)
|
|
|
8
|
|
Shared Dispositive Power
0
|
|
9
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
34,065,548 (1)
|
|
10
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐
|
|
11
|
|
Percent of Class Represented by Amount
in Row
8.6%(2) (or 1.8%(2) of the aggregate voting power)
|
|
12
|
|
Type of Reporting Person
IN
|
|
(1)
|
Represents (i) 31,065,548 Class A ordinary shares held by Shunwei Technology II Limited and (ii) 3,000,000
Class A ordinary shares (represented by 75,000,000 ADSs) held by Astrend Opportunity III Alpha Limited. Shunwei China Internet Fund, L.P. is the sole shareholder of Shunwei Technology II Limited. Shunwei Capital Partners GP, L.P. is the general
partner of Shunwei China Internet Fund, L.P. Shunwei Capital Partners GP Limited is the general partner of Shunwei Capital Partners GP, L.P. Shunwei Capital Partners GP Limited is controlled by Silver Unicorn Ventures Limited. Astrend Opportunity
III Alpha Limited is wholly owned by Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP, L.P. is the general partner of Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP Limited is the
general partner of Shunwei Capital Partners IV GP, L.P. Shunwei Capital Partners IV GP Limited is controlled by Silver Unicorn Ventures Limited. Silver Unicorn Ventures Limited is controlled by Mr. Tuck Lye Koh.
|
|
(2)
|
The beneficial ownership percentage is calculated based on 396,897,929 ordinary shares of the Issuer as a
single class, being the sum of (i) 320,717,991 Class A ordinary shares, and (ii) 76,179,938 Class B ordinary shares issued and outstanding as of June 25, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as
reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 25, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class.
The voting power of the shares beneficially owned by Reporting Person represented 1.8% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
|
11
Page
12
of 18 Pages
|
|
|
|
|
Item 1(a).
|
|
Name of Issuer:
Agora, Inc.
|
|
Item 1(b).
|
|
Address of Issuer’s Principal Executive Offices:
Floor 8, Building 12, Phase III of ChuangZhiTianDi, 333 Songhu Road, Yangpu District, Shanghai, People’s Republic of China
|
|
Item 2(a).
|
|
Name of Person Filing:
(i) Shunwei Technology II Limited;
(ii) Shunwei China Internet Fund, L.P.;
(iii) Shunwei Capital Partners GP, L.P.;
(iv) Shunwei Capital Partners GP Limited;
(v) Astrend Opportunity III Alpah Limited;
(vi) Shunwei China Internet Opportunity Fund III, L.P.;
(vii) Shunwei Capital Partners IV GP, L.P.;
(viii) Shunwei Capital Partners IV GP Limited;
(ix) Silver Unicorn Ventures Limited; and
(x) Tuck Lye Koh (collectively, the “Reporting Persons”).
|
|
|
|
|
Item 2(b).
|
|
Address of Principal Business Office or, if none, Residence:
The addresses of the Reporting Persons are:
For Shunwei Technology II Limited
Vistra Corporate Services Center
Wickhams Cay II, Road Town,
Tortola, VG 1110
British Virgin Islands
For Shunwei China Internet Fund, L.P.
Walker House
87 Mary Street
George Town, Grand Cayman KY1-9005
Cayman Islands
For Shunwei Capital Partners GP, L.P.
Walker House
87 Mary Street
George Town, Grand Cayman KY1-9005
Cayman Islands
For Shunwei Capital Partners GP Limited
Walker House
87 Mary Street
George Town, Grand Cayman KY1-9005
Cayman Islands
For Astrend Opportunity III Alpha Limited
Vistra Corporate
Services Center
Wickhams Cay II, Road Town, Tortola, VG 1110
British Virgin Islands
|
12
Page
13
of 18 Pages
|
|
|
|
|
|
|
For Shunwei China Internet Opportunity Fund III, L.P.
c/o Campbells Corporate Services Limited
Floor 4, Willow
House
Cricket Square, Grand Cayman KY1-9010
Cayman Islands
For Shunwei Capital Partners IV GP, L.P.
Walker House
c/o Campbells Corporate Services Limited
Floor 4, Willow
House
Cricket Square, Grand Cayman KY1-9010
Cayman Islands
For Shunwei Capital Partners IV GP Limited
c/oWalker House
87 Mary Street
George Town, Grand Cayman KY1-9005
Cayman Islands
For Silver Unicorn Ventures Limited
Vistra Corporate Services
Center
Wickhams Cay II, Road Town, Tortola, VG 1110
British
Virgin Islands
For Mr. Tuck Lye Koh
32D Watten Rise, Singapore 286651
|
|
|
|
|
Item 2(c)
|
|
Citizenship:
Shunwei Technology II Limited – British Virgin Islands
Shunwei China Internet Fund, L.P. – Cayman Islands
Shunwei
Capital Partners GP, L.P. – Cayman Islands
Shunwei Capital Partners GP Limited – Cayman Islands
Astrend Opportunity III Alpha Limited – British Virgin Islands
Shunwei China Internet Opportunity Fund III, L.P. – Cayman Islands
Shunwei Capital Partners IV GP, L.P. – Cayman Islands
Shunwei Capital Partners IV GP Limited – Cayman Islands
Silver Unicorn Ventures Limited – British Virgin Islands
Tuck Lye Koh – Singapore
|
|
|
|
|
Item 2(d).
|
|
Title of Class of Securities:
Class A ordinary shares, par value US$0.0001 per share, of the Issuer.
The Issuer’s 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 20 votes per share, 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:
00851L103
This CUSIP number applies to the American depositary shares of the Issuer, each representing two Class A ordinary shares of the Issuer.
|
13
Page
14
of 18 Pages
|
|
|
|
|
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
|
|
|
|
|
Item 4.
|
|
Ownership:
|
The following information with respect to the ownership of Class A ordinary shares by the Reporting Persons filing this
statement on Schedule 13G is provided as of December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reporting
Persons
|
|
Sole Voting
Power
|
|
|
Shared
Voting
Power)
|
|
|
Sole
Dispositive
Power
|
|
|
Shared
Dispositive
Power
|
|
|
Beneficial
Ownership
|
|
|
Percentage
of Class A
Ordinary
Shares(1)
|
|
|
Percentage
of Total
Ordinary
Shares(1)
|
|
|
Percentage
of the
Aggregate
Voting
Power(2)
|
|
|
Shunwei Technology II Limited .(3)
|
|
|
31,065,548
|
|
|
|
0
|
|
|
|
31,065,548
|
|
|
|
0
|
|
|
|
31,065,548
|
|
|
|
9.7
|
%
|
|
|
7.8
|
%
|
|
|
1.7
|
%
|
|
Shunwei China Internet Fund, L.P.(3)
|
|
|
31,065,548
|
|
|
|
0
|
|
|
|
31,065,548
|
|
|
|
0
|
|
|
|
31,065,548
|
|
|
|
9.7
|
%
|
|
|
7.8
|
%
|
|
|
1.7
|
%
|
|
Shunwei Capital Partners GP, L.P.
(3)
|
|
|
31,065,548
|
|
|
|
0
|
|
|
|
31,065,548
|
|
|
|
0
|
|
|
|
31,065,548
|
|
|
|
9.7
|
%
|
|
|
7.8
|
%
|
|
|
1.7
|
%
|
|
Shunwei Capital Partners GP Limited
(3)
|
|
|
31,065,548
|
|
|
|
0
|
|
|
|
31,065,548
|
|
|
|
0
|
|
|
|
31,065,548
|
|
|
|
9.7
|
%
|
|
|
7.8
|
%
|
|
|
1.7
|
%
|
|
Astrend Opportunity III Alpha
Limited(4)
|
|
|
3,000,000
|
|
|
|
0
|
|
|
|
3,000,000
|
|
|
|
0
|
|
|
|
3,000,000
|
|
|
|
0.9
|
%
|
|
|
0.8
|
%
|
|
|
0.2
|
%
|
|
Shunwei China Internet Opportunity Fund III, L.P.(4)
|
|
|
3,000,000
|
|
|
|
0
|
|
|
|
3,000,000
|
|
|
|
0
|
|
|
|
3,000,000
|
|
|
|
0.9
|
%
|
|
|
0.8
|
%
|
|
|
0.2
|
%
|
|
Shunwei Capital Partners IV GP,
L.P.(4)
|
|
|
3,000,000
|
|
|
|
0
|
|
|
|
3,000,000
|
|
|
|
0
|
|
|
|
3,000,000
|
|
|
|
0.9
|
%
|
|
|
0.8
|
%
|
|
|
0.2
|
%
|
|
Shunwei Capital Partners IV GP
Limited(4)
|
|
|
3,000,000
|
|
|
|
0
|
|
|
|
3,000,000
|
|
|
|
0
|
|
|
|
3,000,000
|
|
|
|
0.9
|
%
|
|
|
0.8
|
%
|
|
|
0.2
|
%
|
|
Silver Unicorn Ventures Limited
(3)(4)
|
|
|
34,065,548
|
|
|
|
0
|
|
|
|
34,065,548
|
|
|
|
0
|
|
|
|
34,065,548
|
|
|
|
10.6
|
%
|
|
|
8.6
|
%
|
|
|
1.8
|
%
|
|
Tuck Lye Koh (3)(4)
|
|
|
34,065,548
|
|
|
|
0
|
|
|
|
34,065,548
|
|
|
|
0
|
|
|
|
34,065,548
|
|
|
|
10.6
|
%
|
|
|
8.6
|
%
|
|
|
1.8
|
%
|
|
(1)
|
The beneficial ownership percentage is calculated based on 396,897,929 ordinary shares of the Issuer as a
single class, being the sum of (i) 320,717,991 Class A ordinary shares, and (ii) 76,179,938 Class B ordinary shares issued and outstanding as of June 25, 2020, assuming conversion of all Class B ordinary shares into Class A
ordinary shares, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 25, 2020.
|
14
Page
15
of 18 Pages
|
(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 Issuer’s 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 20
votes, on all matters submitted to them for vote.
|
|
(3)
|
Shunwei China Internet Fund, L.P. is the sole shareholder of Shunwei Technology II Limited. Shunwei Capital
Partners GP, L.P. is the general partner of Shunwei China Internet Fund, L.P. Shunwei Capital Partners GP Limited is the general partner of Shunwei Capital Partners GP, L.P. Shunwei Capital Partners GP Limited is controlled by Silver Unicorn
Ventures Limited, which is controlled by Mr. Tuck Lye Koh.
|
|
(4)
|
Astrend Opportunity III Alpha Limited is wholly owned by Shunwei China Internet Opportunity Fund III, L.P.
Shunwei Capital Partners IV GP, L.P. is the general partner of Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP Limited is the general partner of Shunwei Capital Partners IV GP, L.P. Shunwei Capital Partners IV GP
Limited is controlled by Silver Unicorn Ventures Limited. Silver Unicorn Ventures Limited is controlled by Mr. Tuck Lye Koh.
|
|
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
Not applicable
15
Page
16
of 18 Pages
LIST OF EXHIBITS
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
99.1
|
|
Joint Filing Agreement by and among the Reporting Persons dated February 9, 2021
|
16
Page
17
of 18 Pages
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 9, 2021
|
|
|
|
|
|
|
|
|
Shunwei Technology II Limited
|
|
|
|
By:
|
|
/s/ Tuck Lye Koh
|
|
|
|
|
|
Name:
|
|
Tuck Lye Koh
|
|
|
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
Shunwei China Internet Fund, L.P.
|
|
|
|
By:
|
|
/s/ Tuck Lye Koh
|
|
|
|
|
|
Name:
|
|
Tuck Lye Koh
|
|
|
|
|
|
Title:
|
|
Authorized Representative
|
|
|
|
|
|
|
Shunwei Capital Partners GP, L.P.
|
|
|
|
By:
|
|
/s/ Tuck Lye Koh
|
|
|
|
|
|
Name:
|
|
Tuck Lye Koh
|
|
|
|
|
|
Title:
|
|
Authorized Representative
|
|
|
|
|
|
|
Shunwei Capital Partners GP Limited
|
|
|
|
By:
|
|
/s/ Tuck Lye Koh
|
|
|
|
|
|
Name:
|
|
Tuck Lye Koh
|
|
|
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
Astrend Opportunity III Alpha Limited
|
|
|
|
By:
|
|
/s/ Tuck Lye Koh
|
|
|
|
|
|
Name:
|
|
Tuck Lye Koh
|
|
|
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
Shunwei China Internet Opportunity Fund III, L.P.
|
|
|
|
By:
|
|
/s/ Tuck Lye Koh
|
|
|
|
|
|
Name:
|
|
Tuck Lye Koh
|
|
|
|
|
|
Title:
|
|
Authorized Representative
|
|
|
|
|
|
|
Shunwei Capital Partners IV GP, L.P.
|
|
|
|
By:
|
|
/s/ Tuck Lye Koh
|
|
|
|
|
|
Name:
|
|
Tuck Lye Koh
|
|
|
|
|
|
Title:
|
|
Authorized Representative
|
|
|
|
|
|
|
Shunwei Capital Partners IV GP Limited
|
|
|
|
By:
|
|
/s/ Tuck Lye Koh
|
|
|
|
|
|
Name:
|
|
Tuck Lye Koh
|
|
|
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
Silver Unicorn Ventures Limited
|
|
|
|
By:
|
|
/s/ Tuck Lye Koh
|
|
|
|
|
|
Name:
|
|
Tuck Lye Koh
|
|
|
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
Tuck Lye Koh
|
|
|
|
|
|
/s/ Tuck Lye Koh
|
17
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