Amended Statement of Ownership (sc 13g/a)
February 10 2021 - 8:35AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Pintec
Technology Holdings Limited
(Name of Issuer)
Class A ordinary shares, $0.000125 par value per share
(Title of Class of Securities)
72352G 107**
(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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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.
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**
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CUSIP number 72352G 107 has been assigned to the American depositary shares (ADSs) of the issuer,
which are quoted on The Nasdaq Global Market under the symbol PT. Each ADS represents seven 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).
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1
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Name of Reporting Person
Mandra iBase 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
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5
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Sole Voting Power
43,398,689(1)
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
43,398,689(1)
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
43,398,689(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
14.3%
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12
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Type of Reporting
Person
CO
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(1)
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Represents 1,084,986 Class A ordinary shares directly held by Mandra iBase Limited, 15,895,950
Class A ordinary shares in the form of 2,270,850 ADSs held by Mandra iBase Limited and approximately 26,417,753 Class A ordinary shares which may be purchased by Mandra iBase Limited through the exercise of a warrant pursuant to a Warrant
Agreement entered into between Mandra iBase Limited and the Issuer (as defined below).
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2
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1
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Name of Reporting Person
Beansprouts Ltd.
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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
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Sole Voting Power
43,398,689(2)
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6
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Shared Voting Power
2,818,908(2)
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7
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Sole Dispositive Power
43,398,689(2)
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8
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Shared Dispositive Power
2,818,908(2)
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
46,217,597(2)
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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
15.2%
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12
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Type of Reporting
Person
CO
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(2)
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Represents (i) 1,084,986 Class A ordinary shares directly held by Mandra iBase Limited, 15,895,950
Class A ordinary shares in the form of 2,270,850 ADSs held by Mandra iBase Limited and approximately 26,417,753 Class A ordinary shares which may be purchased by Mandra iBase Limited through the exercise of a warrant pursuant to a Warrant
Agreement entered into between Mandra iBase Limited and the Issuer, (ii) 1 Class A ordinary share directly held by Woo Foong Hong Limited, and (iii) 2,818,907 Class A ordinary shares in the form of 402,701 ADSs held by Mandra Mirabilite
Limited. Mandra iBase Limited is wholly owned and controlled by Beansprouts Ltd., Woo Foong Hong Limited is 51% held by Beansprouts Ltd. and Mandra Mirabilite Limited is wholly owned and controlled by Woo Foong Hong Limited.
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3
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1
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Name of Reporting Person
Bing How Mui
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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
China, Hong Kong Special Administrative
Region
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
46,217,597(3)
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
46,217,597(3)
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
46,217,597(3)
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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
15.2%
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12
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Type of Reporting
Person
IN
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(3)
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Represents (i) 1,084,986 Class A ordinary shares directly held by Mandra iBase Limited, 15,895,950
Class A ordinary shares in the form of 2,270,850 ADSs held by Mandra iBase Limited and approximately 26,417,753 Class A ordinary shares which may be purchased by Mandra iBase Limited through the exercise of a warrant pursuant to a Warrant
Agreement entered into between Mandra iBase Limited and the Issuer, (ii) 1 Class A ordinary share directly held by Woo Foong Hong Limited, and (iii) 2,818,907 Class A ordinary shares in the form of 402,701 ADSs held by Mandra Mirabilite
Limited. Mandra iBase Limited is wholly owned and controlled by Beansprouts Ltd., Woo Foong Hong Limited is 51% held by Beansprouts Ltd. and Mandra Mirabilite Limited is wholly owned and controlled by Woo Foong Hong Limited. Beansprouts Ltd. is
owned by Bing How Mui and Song Yi Zhang, and each of them holds 50% of the issued and outstanding share capital of Beansprouts Ltd.
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4
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1
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Name of Reporting Person
Song Yi Zhang
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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
China, Hong Kong Special Administrative
Region
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
38,500(4)
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6
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Shared Voting Power
46,217,597(4)
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7
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Sole Dispositive Power
38,500(4)
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8
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Shared Dispositive Power
46,217,597(4)
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
46,256,097(4)
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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
15.3%
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12
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Type of Reporting
Person
IN
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(4)
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Represents (i) 1,084,986 Class A ordinary shares directly held by Mandra iBase Limited, 15,895,950
Class A ordinary shares in the form of 2,270,850 ADSs held by Mandra iBase Limited and approximately 26,417,753 Class A ordinary shares which may be purchased by Mandra iBase Limited through the exercise of a warrant pursuant to a Warrant
Agreement entered into between Mandra iBase Limited and the Issuer, (ii) 1 Class A ordinary share directly held by Woo Foong Hong Limited, (iii) 2,818,907 Class A ordinary shares in the form of 402,701 ADSs held by Mandra Mirabilite
Limited, and (iv) 38,500 Class A ordinary shares in the form of 5,500 ADSs held by iBase Limited. Mandra iBase Limited is wholly owned and controlled by Beansprouts Ltd., Woo Foong Hong Limited is 51% held by Beansprouts Ltd., Mandra Mirabilite
Limited is wholly owned and controlled by Woo Foong Hong Limited and iBase Limited is wholly owned by Song Yi Zhang. Beansprouts Ltd. is owned by Bing How Mui and Song Yi Zhang, and each of them holds 50% of the issued and outstanding share capital
of Beansprouts Ltd.
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5
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Item 1(a).
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Name of Issuer:
Pintec Technology Holdings Limited (the Issuer)
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Item 1(b).
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Address of Issuers Principal Executive Offices:
216, 2/F East Gate, Pacific Century Place, No. A2 Gongti North Road, Chaoyang District, Beijing, Peoples Republic of China
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Item 2(a).
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Name of Person Filing:
(i) Mandra iBase Limited;
(ii) Beansprouts Ltd.;
(iii) Bing How Mui; and
(iv) Song Yi Zhang (collectively, the Reporting Persons)
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
For Mandra iBase Limited
3rd Floor, J&C Building,
P.O. Box 933, Road Town,
Tortola,
British Virgin Islands, VG1110
For Beansprouts Ltd.
3rd Floor, J&C Building,
P.O. Box 933, Road Town, Tortola,
British Virgin Islands,
VG1110
For Bing How Mui and Song Yi Zhang
Flat 8A, Magazine Court,
5-7 Magazine Gap Road,
Hong Kong
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Item 2(c)
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Citizenship:
Mandra iBase Limited - British Virgin Islands
Beansprouts Ltd. -
British Virgin Islands
Bing How Mui - China, Hong Kong Special Administrative Region
Song Yi Zhang - China, Hong Kong Special Administrative Region
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Item 2(d).
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Title of Class of Securities:
Class A ordinary shares, $0.000125 par value per share, of the Issuer
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 fifteen votes per share, subject to certain conditions, on all matters submitted to them 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.
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6
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Item 2(e).
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CUSIP Number:
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72352G 107
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This CUSIP number applies to the American depositary shares of the Issuer, each representing seven Class A ordinary shares of the Issuer.
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Item 3.
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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.
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Ownership:
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Reporting Person
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Amount
beneficially
owned:
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Percent
of class:
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Percent of
aggregate
voting
power:
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Sole power to
vote or direct
the vote:
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Shared power
to vote or to
direct the vote:
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Sole power to
dispose or to
direct the
disposition of:
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Shared power
to dispose or to
direct the
disposition of:
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Mandra iBase Limited
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43,398,689
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14.3
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%
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4.3
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%
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43,398,689
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0
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43,398,689
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0
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Beansprouts Ltd.
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46,217,597
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15.2
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%
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4.5
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%
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43,398,689
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2,818,908
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43,398,689
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2,818,908
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Bing How Mui
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46,217,597
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15.2
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%
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4.5
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%
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0
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46,217,597
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0
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46,217,597
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Song Yi Zhang
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46,256,097
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15.3
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%
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4.6
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%
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38,500
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46,217,597
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38,500
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46,217,597
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As of December 31, 2020, Mandra iBase Limited held 1,084,986 Class A ordinary shares, 15,895,950 Class A
ordinary shares in the form of 2,270,850 ADSs and approximately 26,417,753 Class A ordinary shares which may be purchased through the exercise of a warrant pursuant to a Warrant Agreement entered into between Mandra iBase Limited and the
Issuer. As of December 31, 2020, (i) Woo Foong Hong Limited held 1 Class A ordinary share, (ii) Mandra Mirabilite Limited held 2,818,907 Class A ordinary shares in the form of 402,701 ADSs, and (iii) iBase Limited held
38,500 Class A ordinary shares in the form of 5,500 ADSs. Mandra iBase Limited is wholly owned and controlled by Beansprouts Ltd., Woo Foong Hong Limited is 51% held by Beansprouts Ltd., Mandra Mirabilite Limited is wholly owned and controlled
by Woo Foong Hong Limited and iBase Limited is wholly owned by Song Yi Zhang. Beansprouts Ltd. is owned by Bing How Mui and Song Yi Zhang, and each of them holds 50% of the issued and outstanding share capital of Beansprouts Ltd.
The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 303,071,854 ordinary shares (being the sum of
252,132,334 Class A ordinary shares and 50,939,520 Class B ordinary shares) of the Issuer outstanding as of December 31, 2020 as a single class. 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 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 as of December 31, 2020. 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 fifteen votes per share, subject to certain conditions, on all matters submitted to them for vote.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Not applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable
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7
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Item 7.
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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.
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Identification and Classification of Members of the Group:
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Not applicable
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Item 9.
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Notice of Dissolution of Group:
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Not applicable
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Item 10.
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Certifications:
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Not applicable
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8
LIST OF EXHIBITS
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Exhibit No.
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Description
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A
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Joint Filing Agreement
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9
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.
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Dated: February 10, 2021
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MANDRA IBASE LIMITED
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By:
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/s/ Song Yi ZHANG
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Name:
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Song Yi ZHANG
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Title:
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Director
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BEANSPROUTS LTD.
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By:
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/s/ Song Yi ZHANG
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Name:
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Song Yi ZHANG
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Title:
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Director
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BING HOW MUI
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/s/ Bing How Mui
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SONG YI ZHANG
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/s/ Song Yi ZHANG
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10
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