BOCOM International Supreme Investment Limited (
BOCOM
), a British Virgin
Islands company, directly holds 14,764,090 Class A ordinary shares of the Issuer. Mr. Kun Dai, together with Mr. Jiarong Chen and JenCap UX, jointly decides the disposal and voting of the shares of the Issuer directly held by BOCOM,
and is deemed to be the beneficial owner of all the shares of the Issuer held by BOCOM.
The percentage of the class of securities
beneficially owned by each of the reporting persons as of December 31, 2018 is based on 880,659,899 outstanding ordinary shares as a single class, being the sum of 839,850,038 Class A ordinary shares and 40,809,861 Class B ordinary
shares outstanding as of the same date, assuming conversion of all Class B ordinary shares into Class A ordinary shares, and excluding the 23,520,495 Class A ordinary shares issued to the Issuers depositary bank for bulk
issuance of ADSs reserved for future issuances upon the exercising or vesting of awards granted under the Issuers share incentive plan.
Share Transfer by Kingkey New Era Auto Industry Limited (
Kingkey
)
Kingkey, a British Virgin Islands company, directly held 57,045,450 Class A ordinary shares of the Issuer immediately after the completion
of the initial public offering of the Issuer (the
IPO
), and currently does not hold any shares in the Issuer after the Share Transfer as described below. The shareholders of Kingkey are Excellent Ace Holdings Limited and ACME
Celestial Limited, which hold 40% and 60% of the shares in Kingkey, respectively. Excellent Ace Holdings Limited is wholly owned by Mr. Kun Dai. ACME Celestial Limited is 66.7% and 33.3% held by Mr. Jiarong Chen and JenCap UX,
respectively. Mr. Kun Dai, together with Mr. Jiarong Chen and JenCap UX, jointly decides the disposal and voting of the shares of the Issuer directly held by Kingkey, and is deemed to be the beneficial owner of all the shares of the Issuer
held by Kingkey, if any.
Prior to the completion of the IPO of the Issuer, the shares held by Gao Li Group Limited, Kingkey, Kingkey
Global and BOCOM in the Issuer, accounting for 2.2%, 7.2%, 7.7%, and 1.9% of the outstanding ordinary shares of the Issuer on an
as-converted
basis at the time, respectively, had been pledged in favor of
third-party lenders in connection with certain loan agreements entered into in 2017 with a term of two years, most proceeds of which were used to fund the purchase of shares in the Issuer in the latest rounds of
pre-IPO
equity financings. The enforcement of the pledged shares by the lenders upon an event of default is not subject to restrictions in the
lock-up
agreements entered
into between these shareholders of the Issuer and the underwriters of the IPO.
Among these entities, Kingkey as borrower pledged
57,045,450 Class A ordinary shares (the
Pledged Shares
) pursuant to a share charge in favor of a third-party lender in connection with a loan under a facility agreement entered into with the lender on October 25, 2017.
After the IPO of the Issuer, a confirmatory security deed relating to the original share charge was entered into by Kingkey as chargor on July 27, 2018 in light of the pledged shares being converted from preferred shares into Class A
ordinary shares upon the completion of the IPO of the Issuer, and a deed of undertaking supplementing the original facility agreement was entered into by Kingkey as borrower on September 28, 2018, which added a margin call and
top-up
requirement relating to the loan. On December 19, 2018, the lender issued an instruction letter to enforce its security interests in the Pledged Shares, and the Pledged Shares have been transferred by
Kingkey to the lender as a result thereof (the
Share Transfer
). The lender may hold or dispose of these securities at its discretion, including on the public market, as repayment of the outstanding loan and satisfaction of other
obligations under the facility agreement. After the Share Transfer, Kingkey does not hold any shares in the Issuer.
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