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

 

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 3)*†

Fang Holdings Limited

(Name of Issuer)

 

Class A ordinary shares, par value HK$1.00 per share

(Title of Class of Securities)

 

836034108**

(CUSIP Number)

 

Howard Zhang

Davis Polk & Wardwell LLP

2201 China World Office 2
1 Jian Guo Men Wai Avenue
Chao Yang District
Beijing 100004

P. R. China
+86 10 8567 5002

 

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

 

December 2, 2019

(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-l(f) or 240.13d-l(g), check the following box.

 

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.

 

*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.

 

**This CUSIP number applies to the American Depositary Shares, evidenced by American Depositary Receipts, five American Depositary Shares representing one Class A Ordinary Share. No CUSIP has been assigned to the Class A Ordinary Shares.

 

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).

 

CUSIP No. 836034108 13D/A  

 

1.

NAME OF REPORTING PERSON

 

IDG Alternative Global Limited

2.

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

(a) ☒ (b) ☐ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO, BK

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

480,000 Class A Ordinary Shares (1)

8.

SHARED VOTING POWER

8,054,277 Class A Ordinary Shares (2)

9.

SOLE DISPOSITIVE POWER

480,000 Class A Ordinary Shares (1)

10.

SHARED DISPOSITIVE POWER

8,054,277 Class A Ordinary Shares (2)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (3)

14.

TYPE OF REPORTING PERSON (See Instructions)

CO

 

(1) By virtue of holding 100% of the equity interest of the Reporting Person, IDG Maximum Financial Limited may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of holding 100% of the voting shares of IDG Maximum Financial Limited, Blinkmax Limited may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of being the person controlling Blinkmax Limited, Dongliang Lin may be deemed to have sole voting and dispositive power with respect to these shares.

 

(2) IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, IDG Ultimate Global Limited, Velda Power Limited and Clever Sight Limited are the record owners of these shares. The Reporting Person and these entities have the same ultimate controlling person or director. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with these entities and thus share voting and dispositive power with respect to these shares.

 

(3) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

 

CUSIP No. 836034108 13D/A  

 

1.

NAME OF REPORTING PERSON

 

IDG Maximum Financial Limited

2.

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

(a) ☒ (b) 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH 

7.

SOLE VOTING POWER

480,000 Class A Ordinary Shares (1)

8.

SHARED VOTING POWER

8,054,277 Class A Ordinary Shares (2)

9.

SOLE DISPOSITIVE POWER

480,000 Class A Ordinary Shares (1)

10.

SHARED DISPOSITIVE POWER

8,054,277 Class A Ordinary Shares (2)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (3)

14.

TYPE OF REPORTING PERSON (See Instructions)

CO

 

(1) The record owner of these shares is IDG Alternative Global Limited. By virtue of holding 100% of the equity interest of IDG Alternative Global Limited, the Reporting Person may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of holding 100% of the voting shares of the Reporting Person, Blinkmax Limited may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of being the person controlling Blinkmax Limited, Dongliang Lin may be deemed to have sole voting and dispositive power with respect to these shares.

 

(2) IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, IDG Ultimate Global Limited, Velda Power Limited and Clever Sight Limited are the record owners of these shares. The Reporting Person and these entities have the same ultimate controlling person or director. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with these entities and thus share voting and dispositive power with respect to these shares.

 

(3) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

 

CUSIP No. 836034108 13D/A  

 

1.

NAME OF REPORTING PERSON

 

Blinkmax Limited

2.

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

(a) ☒ (b) ☐ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

480,000 Class A Ordinary Shares (1)

8.

SHARED VOTING POWER

8,054,277 Class A Ordinary Shares (2)

9.

SOLE DISPOSITIVE POWER

480,000 Class A Ordinary Shares (1)

10.

SHARED DISPOSITIVE POWER

8,054,277 Class A Ordinary Shares (2)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (3)

14.

TYPE OF REPORTING PERSON (See Instructions)

CO

 

(1) The record owner of these shares is IDG Alternative Global Limited. By virtue of holding 100% of the voting shares of IDG Maximum Financial Limited, which holds 100% of the equity interest of IDG Alternative Global Limited, the Reporting Person may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of being the person controlling the Reporting Person, Dongliang Lin may be deemed to have sole voting and dispositive power with respect to these shares.

 

(2) IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, IDG Ultimate Global Limited, Velda Power Limited and Clever Sight Limited are the record owners of these shares. The Reporting Person and these entities have the same ultimate controlling person or director. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with these entities and thus share voting and dispositive power with respect to these shares.

 

(3) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

 

CUSIP No. 836034108 13D/A  

 

1.

NAME OF REPORTING PERSON

 

IDG-ACCEL CHINA CAPITAL L.P.

2.

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

(a) ☒ (b) ☐ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER 

2,116,061 Class A Ordinary Shares (1)

8.

SHARED VOTING POWER 

6,418,216 Class A Ordinary Shares (2)

9.

SOLE DISPOSITIVE POWER 

2,116,061 Class A Ordinary Shares (1)

10.

SHARED VOTING POWER 

6,418,216 Class A Ordinary Shares (2)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (3)

14.

TYPE OF REPORTING PERSON (See Instructions)

CO

 

(1) By virtue of being the general partner of the Reporting Person and the persons controlling such general partner, IDG-Accel China Capital Associates L.P., IDG-Accel China Capital GP Associates Ltd., Chi Sing Ho and Quan Zhou acting together may also be deemed to have sole voting and dispositive power with respect to these shares.

 

(2) IDG Alternative Global Limited, IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, IDG Ultimate Global Limited, Velda Power Limited and Clever Sight Limited are the record owners of these shares. The Reporting Person and these entities have the same ultimate controlling person or director. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with these entities and thus share voting and dispositive power with respect to these shares.

 

(3) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

 

CUSIP No. 836034108 13D/A  

 

1.

NAME OF REPORTING PERSON

 

IDG-ACCEL CHINA CAPITAL INVESTORS L.P.

2.

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

(a) ☒ (b)  

3. SEC USE ONLY
4.

SOURCE OF FUNDS 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER 

97,699 Class A Ordinary Shares (1)

8.

SHARED VOTING POWER 

8,436,578 Class A Ordinary Shares (2)

9.

SOLE DISPOSITIVE POWER 

97,699 Class A Ordinary Shares (1)

10.

SHARED VOTING POWER 

8,436,578 Class A Ordinary Shares (2)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (3)

14.

TYPE OF REPORTING PERSON (See Instructions)

CO

 

(1) By virtue of being the general partner of the Reporting Person and the persons controlling such general partner, IDG-Accel China Capital GP Associates Ltd., Chi Sing Ho and Quan Zhou acting together may also be deemed to have sole voting and dispositive power with respect to these shares.

 

(2) IDG Alternative Global Limited, IDG-Accel China Capital L.P., Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, IDG Ultimate Global Limited, Velda Power Limited and Clever Sight Limited are the record owners of these shares. The Reporting Person and these entities have the same ultimate controlling person or director. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with these entities and thus share voting and dispositive power with respect to these shares.

 

(3) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

CUSIP No. 836034108 13D/A  

 

1.

NAME OF REPORTING PERSON

 

IDG-ACCEL CHINA CAPITAL ASSOCIATES L.P.

2.

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

(a) ☒ (b)  

3. SEC USE ONLY
4.

SOURCE OF FUNDS 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER 

2,116,061 Class A Ordinary Shares (1)

8.

SHARED VOTING POWER 

6,418,216 Class A Ordinary Shares (2)

9.

SOLE DISPOSITIVE POWER 

2,116,061 Class A Ordinary Shares (1)

10.

SHARED VOTING POWER 

6,418,216 Class A Ordinary Shares (2)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (3)

14.

TYPE OF REPORTING PERSON (See Instructions)

CO

 

(1) The record owner of these shares is IDG-Accel China Capital L.P. By virtue of being the general partner of IDG-Accel China Capital L.P., the Reporting Person may be deemed to have sole voting and dispositive power with respect to these shares.

 

(2) IDG Alternative Global Limited, IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, IDG Ultimate Global Limited, Velda Power Limited and Clever Sight Limited are the record owners of these shares. The Reporting Person and these entities have the same ultimate controlling person or director. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with these entities and thus share voting and dispositive power with respect to these shares.

 

(3) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

CUSIP No. 836034108 13D/A  

 

1.

NAME OF REPORTING PERSON

 

IDG-ACCEL CHINA CAPITAL GP ASSOCIATES LTD.

2.

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

(a) ☒ (b) ☐ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

Sole Voting Power

2,213,760 Class A Ordinary Shares (1)

8.

Shared Voting Power

6,320,517 Class A Ordinary Shares (2)

9.

Sole Dispositive Power

2,213,760 Class A Ordinary Shares (1)

10.

Shared Dispositive Power

6,320,517 Class A Ordinary Shares (2)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (3)

14.

TYPE OF REPORTING PERSON (See Instructions)

CO

 

(1) IDG-Accel China Capital L.P. and IDG-Accel China Capital Investors L.P. are the record owners of these shares. By virtue of being the general partner of both IDG-Accel China Capital Investors L.P. and IDG-Accel China Capital Associates L.P., which is the general partner of IDG-Accel China Capital L.P., the Reporting Person may be deemed to have sole voting and dispositive power with respect to these shares.

 

(2) IDG Alternative Global Limited, Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, IDG Ultimate Global Limited, Velda Power Limited and Clever Sight Limited are the record owners of these shares. The Reporting Person and these entities have the same ultimate controlling person or director. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with these entities and thus share voting and dispositive power with respect to these shares.

 

(3) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

 

CUSIP No. 836034108 13D/A  

 

1.

NAME OF REPORTING PERSON

CHUANG XI CAPITAL HOLDINGS LIMITED

2.

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

(a) ☒  (b) 

3. SEC USE ONLY
4.

SOURCE OF FUNDS 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION 

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

Sole Voting Power

477,880 Class A Ordinary Shares (1)

8.

Shared Voting Power

8,056,397 Class A Ordinary Shares (2)

9.

Sole Dispositive Power

477,880 Class A Ordinary Shares (1)

10.

Shared Dispositive Power

8,056,397 Class A Ordinary Shares (2)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (3)

14.

TYPE OF REPORTING PERSON (See Instructions)

CO

 

(1) By virtue of being the person controlling the Reporting Person, Chi Sing Ho may also be deemed to have sole voting and dispositive power with respect to these shares.

 

(2) IDG Alternative Global Limited, IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Quartz Fortune Limited, IDG Ultimate Global Limited, Velda Power Limited and Clever Sight Limited are the record owners of these shares. The Reporting Person and these entities have the same ultimate controlling person or director. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with these entities and thus share voting and dispositive power with respect to these shares.

 

(3) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

 

CUSIP No. 836034108 13D/A

 

1.

NAME OF REPORTING PERSON

 

IDG China Capital Fund III L.P.

2.

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

(a) ☒ (b)  

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

4,105,075 Class A Ordinary Shares(1)

8.

SHARED VOTING POWER

4,429,202 Class A Ordinary Shares (2)

9.

SOLE DISPOSITIVE POWER

4,105,075 Class A Ordinary Shares(1)

10.

SHARED DISPOSITIVE POWER

4,429,202 Class A Ordinary Shares (2)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (3)

14.

TYPE OF REPORTING PERSON (See Instructions)

CO

 

(1) The record owners of these shares are IDG Ultimate Global Limited and Clever Sight Limited. By virtue of holding 88.4% of the equity interest of IDG Ultimate Global Limited and 88.4% of the equity interest of Clever Sight Limited, the Reporting Person may be deemed to have sole voting and dispositive power with respect to these shares.

 

(2) IDG Alternative Global Limited, IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, Velda Power Limited and Clever Sight Limited are the record owners of these shares. The Reporting Person holds 16.79% of the class B ordinary shares of IDG Maximum Financial Limited, which holds 100% of the equity interest of IDG Alternative Global Limited. The Reporting Person also holds 50% of the equity interest of Quartz Fortune Limited. In addition, the Reporting Person shares the same ultimate controlling person with IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited and Velda Power Limited. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with these entities and thus share voting and dispositive power with respect to these shares.

 

(3) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

CUSIP No. 836034108 13D/A  

 

1.

NAME OF REPORTING PERSON

 

IDG China Capital III Investors L.P.

2.

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

(a)  (b)☐   

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

8,534,277 Class A Ordinary Shares (1)

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

8,534,277 Class A Ordinary Shares (1)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (2)

14.

TYPE OF REPORTING PERSON (See Instructions)

CO

 

(1) IDG Alternative Global Limited, IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, IDG Ultimate Global Limited, Velda Power Limited and Clever Sight Limited are the record owners of these shares. The Reporting Person holds 2.2% of the class B ordinary shares of IDG Maximum Financial Limited, which holds 100% of the equity interest of IDG Alternative Global Limited. The Reporting Person also holds 50% of the equity interest of Quartz Fortune Limited, 11.6% of the equity interest of IDG Ultimate Global Limited and 11.6% of the equity interest of Clever Sight Limited. In addition, the Reporting Person shares the same ultimate controlling person with IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited and Velda Power Limited. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with these entities and thus share voting and dispositive power with respect to these shares.

 

(2) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

 

CUSIP No. 836034108 13D/A  

 

1.

NAME OF REPORTING PERSON

 

IDG China Media Fund II L.P.

2.

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

(a)  (b) ☐   

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

8,534,277 Class A Ordinary Shares (1)

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

8,534,277 Class A Ordinary Shares (1)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (2)

14.

TYPE OF REPORTING PERSON (See Instructions)

PN

  

(1) IDG Alternative Global Limited, IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, IDG Ultimate Global Limited, Velda Power Limited and Clever Sight Limited are the record owners of these shares. The Reporting Person holds 5.18% of the class B ordinary shares of IDG Maximum Financial Limited, which holds 100% of the equity interest of IDG Alternative Global Limited. In addition, the Reporting Person shares the same ultimate controlling person with IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, IDG Ultimate Global Limited and Velda Power Limited. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with these entities and thus share voting and dispositive power with respect to these shares.

 

(2) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

 

CUSIP No. 836034108 13D/A  

 

1.

NAME OF REPORTING PERSON

 

IDG China Capital Fund III Associates L.P.

2.

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

(a) ☒ (b)  

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

5,151,648 Class A Ordinary Shares(1)

8.

SHARED VOTING POWER

3,382,629 Class A Ordinary Shares (2)

9.

SOLE DISPOSITIVE POWER

5,151,648 Class A Ordinary Shares(1)

10.

SHARED DISPOSITIVE POWER

3,382,629 Class A Ordinary Shares (2)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (3)

14.

TYPE OF REPORTING PERSON (See Instructions)

CO

 

(1) Quartz Fortune Limited, IDG Ultimate Global Limited and Clever Sight Limited are the record owners of these shares. The Reporting Person is the general partner of IDG China Capital Fund III L.P. and IDG China Capital III Investors L.P., which collectively hold all equity interest of Quartz Fortune Limited, IDG Ultimate Global Limited and Clever Sight Limited. By virtue of this affiliation, the Reporting Person, as well as its general partner, IDG China Capital Fund GP III Associates Ltd., may be deemed to have sole voting and dispositive power with respect to these shares.

 

(2) IDG Alternative Global Limited, IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited and Velda Power Limited are the record owners of these shares. The Reporting Person is the general partner of IDG China Capital Fund III L.P. and IDG China Capital III Investors L.P., which hold 16.79% and 2.2 % of the class B ordinary shares of IDG Maximum Financial Limited, respectively. IDG Maximum Financial Limited holds 100% of the equity interest of IDG Alternative Global Limited. In addition, the Reporting Person shares the same ultimate controlling person with IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited and Velda Power Limited. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with these entities and thus share voting and dispositive power with respect to these shares.

 

(3) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

 

CUSIP No. 836034108 13D/A  

 

1.

NAME OF REPORTING PERSON

 

IDG China Capital Fund GP III Associates Ltd.

2.

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

(a) ☒ (b)   

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

5,151,648 Class A Ordinary Shares(1)

8.

SHARED VOTING POWER

3,382,629 Class A Ordinary Shares (2)

9.

SOLE DISPOSITIVE POWER

5,151,648 Class A Ordinary Shares(1)

10.

SHARED DISPOSITIVE POWER

3,382,629 Class A Ordinary Shares (2)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (3)

14.

TYPE OF REPORTING PERSON (See Instructions)

CO

 

(1) Quartz Fortune Limited, IDG Ultimate Global Limited and Clever Sight Limited are the record owners of these shares. The Reporting Person is the general partner of IDG China Capital Fund III Associates L.P., which is the general partner of IDG China Capital Fund III L.P. and IDG China Capital III Investors L.P., which collectively hold all equity interest of Quartz Fortune Limited, IDG Ultimate Global Limited and Clever Sight Limited. By virtue of this affiliation, the Reporting Person may be deemed to have sole voting and dispositive power with respect to these shares.

 

(2) IDG Alternative Global Limited, IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited and Velda Power Limited are the record owners of these shares. The Reporting Person is the general partner of IDG China Capital Fund III Associates L.P., which is the general partner of IDG China Capital Fund III L.P. and IDG China Capital III Investors L.P., which hold 16.79% and 2.2 % of the class B ordinary shares of IDG Maximum Financial Limited, respectively. IDG Maximum Financial Limited holds 100% of the equity interest of IDG Alternative Global Limited. In addition, the Reporting Person shares the same ultimate controlling person with IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited and Velda Power Limited. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with these entities and thus share voting and dispositive power with respect to these shares.

 

(3) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

 

CUSIP No. 836034108 13D/A  

 

1.

NAME OF REPORTING PERSON

 

IDG China Media Fund II Associates L.P.

2.

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

(a) ☒ (b)  

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

8,534,277 Class A Ordinary Shares (1)

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

8,534,277 Class A Ordinary Shares (1)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (2)

14.

TYPE OF REPORTING PERSON (See Instructions)

CO

 

(1) IDG Alternative Global Limited, IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, IDG Ultimate Global Limited, Velda Power Limited and Clever Sight Limited are the record owners of these shares. The Reporting Person is the general partner of IDG China Media Fund II L.P., which holds 5.18% of the class B ordinary shares of IDG Maximum Financial Limited, which in turn holds 100% of the equity interest of IDG Alternative Global Limited. In addition, the Reporting Person shares the same ultimate controlling person with IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, IDG Ultimate Global Limited, Velda Power Limited and Clever Sight Limited. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with these entities and thus share voting and dispositive power with respect to these shares.

 

(2) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

 

CUSIP No. 836034108 13D/A  

 

1.

NAME OF REPORTING PERSON

 

IDG China Media Fund GP Associates Ltd.

2.

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

(a) ☒ (b)   

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

8,534,277 Class A Ordinary Shares (1)

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

8,534,277 Class A Ordinary Shares (1)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (2)

14.

TYPE OF REPORTING PERSON (See Instructions)

CO

 

(1) IDG Alternative Global Limited, IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, IDG Ultimate Global Limited, Velda Power Limited and Clever Sight Limited are the record owners of these shares. The Reporting Person is the general partner of IDG China Media Fund II Associates L.P., which is the general partner of IDG China Media Fund II L.P. IDG China Media Fund II L.P. holds 5.18% of the class B ordinary shares of IDG Maximum Financial Limited, which holds 100% of the equity interest of IDG Alternative Global Limited. In addition, the Reporting Person shares the same ultimate controlling person with IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, IDG Ultimate Global Limited, Velda Power Limited and Clever Sight Limited. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with these entities and thus share voting and dispositive power with respect to these shares.

 

(2) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

 

CUSIP No. 836034108 13D/A  

 

1.

NAME OF REPORTING PERSON

 

QUAN ZHOU

2.

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

(a) ☒ (b) ☐ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

Sole Voting Power

0

8.

Shared Voting Power

8,534,277 Class A Ordinary Shares (1)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

8,534,277 Class A Ordinary Shares (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (2)

14.

TYPE OF REPORTING PERSON (See Instructions)

IN

 

(1) IDG Alternative Global Limited, IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, IDG Ultimate Global Limited, Velda Power Limited and Clever Sight Limited are the record owners of these shares. IDG-Accel China Capital L.P. and IDG-Accel China Capital Investors L.P. have the same ultimate general partner, IDG-Accel China Capital GP Associates Ltd., of which the Reporting Person and Chi Sing Ho are directors. By virtue of acting together to direct the management and operations of IDG-Accel China Capital GP Associates Ltd., the Reporting Person and Chi Sing Ho may be deemed to have shared voting and dispositive power with respect to all these shares.

 

(2) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

 

CUSIP No. 836034108 13D/A  

 

1.

NAME OF REPORTING PERSON

 

CHI SING HO

2.

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

(a) ☒ (b) ☐ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION 

Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

Sole Voting Power

210,989 Class A Ordinary Shares (1)

8.

Shared Voting Power

8,323,288 Class A Ordinary Shares (2)

9.

Sole Dispositive Power

210,989 Class A Ordinary Shares (1)

10.

Shared Dispositive Power

8,323,288 Class A Ordinary Shares (2)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (3)

14.

TYPE OF REPORTING PERSON (See Instructions)

IN

  

(1) Velda Power Limited is the record owner of these shares. The Reporting Person is the sole shareholder of Velda Power Limited and therefore may be deemed to have sole voting and dispositive power with respect to all these shares.

 

(2) IDG Alternative Global Limited, IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, IDG Ultimate Global Limited and Clever Sight Limited are the record owners of these shares. IDG-Accel China Capital L.P. and IDG-Accel China Capital Investors L.P. have the same ultimate general partner, IDG-Accel China Capital GP Associates Ltd., of which the Reporting Person and Quan Zhou are directors. The Reporting Person is also a director of IDG Alternative Global Limited, Chuang Xi Capital Holdings Limited and Clever Sight Limited. By virtue of acting together with Quan Zhou to direct the management and operations of IDG-Accel China Capital GP Associates Ltd., the Reporting Person may be deemed to have shared voting and dispositive power with respect to all these shares.

 

(3) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

 

CUSIP No. 836034108 13D/A  

 

1.

NAME OF REPORTING PERSON

 

DONGLIANG LIN

2.

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

(a) ☒ (b) ☐ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION 

People’s Republic of China

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

480,000 Class A Ordinary Shares (1)

8.

SHARED VOTING POWER

8,054,277 Class A Ordinary Shares (2)

9.

SOLE DISPOSITIVE POWER

480,000 Class A Ordinary Shares (1)

10.

SHARED DISPOSITIVE POWER

8,054,277 Class A Ordinary Shares (2)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (3)

14.

TYPE OF REPORTING PERSON (See Instructions)

IN

 

(1) The record owner of these shares is IDG Alternative Global Limited. By virtue of being the person controlling Blinkmax Limited, the Reporting Person may be deemed to have sole voting and dispositive power with respect to these shares. Blinkmax Limited holds 100% of the voting shares of IDG Maximum Financial Limited, which holds 100% of the equity interest of IDG Alternative Global Limited.

 

(2) IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, IDG Ultimate Global Limited, Velda Power Limited and Clever Sight Limited are the record owners of these shares. The ultimate controlling person of these entities, Chi Sing Ho, is a director of IDG Maximum Financial Limited. By virtue of this affiliation, the Reporting Person may be deemed to share voting and dispositive power with respect to these shares.

 

(3) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

 

CUSIP No. 836034108 13D/A

 

1.

NAME OF REPORTING PERSON

 

Quartz Fortune Limited

2.

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

(a) ☒ (b) ☐ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

AF

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

1,046,573 Class A Ordinary Shares (1)

8.

SHARED VOTING POWER

7,487,704 Class A Ordinary Shares (2)

9.

SOLE DISPOSITIVE POWER

1,046,573 Class A Ordinary Shares (1)

10.

SHARED DISPOSITIVE POWER

7,487,704 Class A Ordinary Shares (2)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (3)

14.

TYPE OF REPORTING PERSON (See Instructions)

CO

 

(1) By virtue of being the general partner of IDG China Capital Fund III L.P. and IDG China Capital III Investors, each holding 50% of the equity interest of the Reporting Person, IDG China Capital Fund III Associates L.P., along with its general partner, IDG China Capital Fund GP III Associates Ltd., may be deemed to have sole voting and dispositive power with respect to these shares.

 

(2) IDG Alternative Global Limited, IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited, IDG Ultimate Global Limited, Velda Power Limited and Clever Sight Limited are the record owners of these shares. The Reporting Person and these entities have the same ultimate controlling person or director. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with these entities and thus share voting and dispositive power with respect to these shares.

 

(3) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

 

CUSIP No. 836034108 13D/A  

  

1.

NAME OF REPORTING PERSON

 

IDG Ultimate Global Limited

2.

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

(a) ☒ (b) ☐ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

AF

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

697,715 Class A Ordinary Shares (1)

8.

SHARED VOTING POWER

7,836,562 Class A Ordinary Shares (2)

9.

SOLE DISPOSITIVE POWER

697,715 Class A Ordinary Shares (1)

10.

SHARED DISPOSITIVE POWER

7,836,562 Class A Ordinary Shares (2)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (3)

14.

TYPE OF REPORTING PERSON (See Instructions)

CO

 

(1) By virtue of holding 88.4% of the equity interest of the Reporting Person, IDG China Capital Fund III L.P. may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of being the general partner of IDG China Capital Fund III L.P., IDG China Capital Fund III Associates L.P., along with its general partner, IDG China Capital Fund GP III Associates Ltd., may be deemed to have sole voting and dispositive power with respect to these shares.

 

(2) IDG Alternative Global Limited, IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, Velda Power Limited and Clever Sight Limited are the record owners of these shares. The Reporting Person and these entities have the same ultimate controlling person or director. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with these entities and thus share voting and dispositive power with respect to these shares.

 

(3) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

 

CUSIP No. 836034108 13D/A  

  

1.

NAME OF REPORTING PERSON

 

Velda Power Limited

2.

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

(a) ☒ (b) ☐ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

AF

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

210,989 Class A Ordinary Shares (1)

8.

SHARED VOTING POWER

8,323,288 Class A Ordinary Shares (2)

9.

SOLE DISPOSITIVE POWER

210,989 Class A Ordinary Shares (1)

10.

SHARED DISPOSITIVE POWER

8,323,288 Class A Ordinary Shares (2)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (3)

14.

TYPE OF REPORTING PERSON (See Instructions)

CO

 

(1) By virtue of holding 100% of the equity interest of the Reporting Person, Chi Sing Ho may be deemed to have sole voting and dispositive power with respect to these shares.

 

(2) IDG Alternative Global Limited, IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, IDG Ultimate Global Limited and Clever Sight Limited are the record owners of these shares. The Reporting Person and these entities have the same ultimate controlling person or director. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with these entities and thus share voting and dispositive power with respect to these shares.

 

(3) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

 

CUSIP No. 836034108 13D/A  

 

1.

NAME OF REPORTING PERSON

 

Clever Sight Limited

2.

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

(a) ☒ (b) ☐ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

AF

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

3,407,360 Class A Ordinary Shares (1)

8.

SHARED VOTING POWER

5,126,917 Class A Ordinary Shares (2)

9.

SOLE DISPOSITIVE POWER

3,407,360 Class A Ordinary Shares (1)

10.

SHARED DISPOSITIVE POWER

5,126,917 Class A Ordinary Shares (2)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,534,277 Class A Ordinary Shares

12.

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

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.7% (3)

14.

TYPE OF REPORTING PERSON (See Instructions)

CO

 

(1) By virtue of being the general partner of IDG China Capital Fund III L.P. and IDG China Capital III Investors, which collectively hold all equity interest of the Reporting Person, IDG China Capital Fund III Associates L.P., along with its general partner, IDG China Capital Fund GP III Associates Ltd., may be deemed to have sole voting and dispositive power with respect to these shares.

 

(2) IDG Alternative Global Limited, IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P., Chuang Xi Capital Holdings Limited, Quartz Fortune Limited, IDG Ultimate Global Limited and Velda Power Limited are the record owners of these shares. The Reporting Person and these entities have the same ultimate controlling person or director. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with these entities and thus share voting and dispositive power with respect to these shares.

 

(3) Percentage calculated based on 65,062,992 Class A Ordinary Shares outstanding as of June 30, 2019 as disclosed by the Issuer in its Form 6-K filed on September 3, 2019 and an additional 1,955,277 Class A Ordinary Shares issuable pursuant to the transactions disclosed in this Statement.

 

Introductory Note

 

This Amendment No. 3 (“Amendment No.3”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on November 17, 2015, as amended by Amendment No. 1 to Schedule 13D filed by the SEC on November 1, 2018, and further amended by Amendment No. 2 to Schedule 13D filed by the SEC on December 8, 2018 (the “Original Schedule 13D”). Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged. Capitalized terms used but not defined in this Schedule 13D have the respective meanings set forth in the Original Schedule 13D.

 

Item 2. Identity and Background

 

Item 2 of the Original Schedule 13D is hereby amended by replacing the fourth paragraph from the end:

 

As of the date hereof, IDG Alternative is owned as to 100% by IDG Maximum. IDG Maximum is affiliated with IDG-Accel China Capital GP Associates Ltd. and IDG China Capital Fund GP III Associates Ltd.

 

Item 5. Interest in Securities of the Issuer

 

Item 5(a) of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:

 

The information set forth in the cover pages of this Schedule 13D, Items 1, 2, 4 of the Original Schedule 13D and Item 3 of this Schedule 13D are incorporated herein by reference.

 

(a) As of the date hereof, IDG Alternative directly beneficially owns 480,000 Class A Ordinary Shares, representing 0.7% of the Issuer’s issued and outstanding Class A Ordinary Shares. In addition, as a result of the relationships described in the cover pages of this Schedule 13D, IDG Alternative may be deemed to share beneficial ownership of 8,054,277 Class A Ordinary Shares, representing 12.0% of the Issuer’s issued and outstanding Class A Ordinary Shares.

 

IDG Maximum may be deemed to beneficially own 480,000 Class A Ordinary Shares owned by IDG Alternative, representing 0.7% of the Issuer’s issued and outstanding Class A Ordinary Shares. In addition, as a result of the relationships described in the cover pages of this Schedule 13D, IDG Maximum may be deemed to share beneficial ownership of 8,054,277 Class A Ordinary Shares, representing 12.0% of the Issuer’s issued and outstanding Class A Ordinary Shares.

 

Blinkmax may be deemed to beneficially own 480,000 Class A Ordinary Shares owned by IDG Alternative, representing 0.7% of the Issuer’s issued and outstanding Class A Ordinary Shares. In addition, as a result of the relationships described in the cover pages of this Schedule 13D, Blinkmax may be deemed to share beneficial ownership of 8,054,277 Class A Ordinary Shares, representing 12.0% of the Issuer’s issued and outstanding Class A Ordinary Shares.

 

IDG Capital directly beneficially owns 2,116,061 Class A Ordinary Shares, representing 3.2% of the issued and outstanding Class A Ordinary Shares. In addition, as a result of the relationships described in the cover pages of this Schedule 13D, IDG Capital may be deemed to share beneficial ownership of 6,418,216 Class A Ordinary Shares, representing 9.6% of the Issuer’s issued and outstanding Class A Ordinary Shares.

 

IDG Investors directly beneficially owns 97,699 Class A Ordinary Shares, representing 0.1% of the issued and outstanding Class A Ordinary Shares. In addition, as a result of the relationships described in the cover pages of this Schedule 13D, IDG Investors may be deemed to share beneficial ownership of 8,436,578 Class A Ordinary Shares, representing 12.6% of the Issuer’s issued and outstanding Class A Ordinary Shares.

 

IDG Capital Associates may be deemed to beneficially own 2,116,061 Class A Ordinary Shares, representing 3.2% of the issued and outstanding Class A Ordinary Shares. In addition, as a result of the relationships described in the cover pages of this Schedule 13D, IDG Capital Associates may be deemed to share beneficial ownership of 6,418,216 Class A Ordinary Shares, representing 9.6% of the Issuer’s issued and outstanding Class A Ordinary Shares.

 

IDG GP may be deemed to beneficially own 2,213,760 Class A Ordinary Shares, representing 3.3% of the issued and outstanding Class A Ordinary Shares. In addition, as a result of the relationships described in the cover pages of this Schedule 13D, IDG GP may be deemed to share beneficial ownership of 6,320,517 Class A Ordinary Shares, representing 9.4% of the Issuer’s issued and outstanding Class A Ordinary Shares.

 

 

Chuang Xi directly beneficially owns 477,880 Class A Ordinary Shares, representing 0.7% of the issued and outstanding Class A Ordinary Shares. In addition, as a result of the relationships described in the cover pages of this Schedule 13D, Chuang Xi may be deemed to share beneficial ownership of 8,056,397 Class A Ordinary Shares, representing 12.0% of the Issuer’s issued and outstanding Class A Ordinary Shares.

 

IDG Capital III may be deemed to beneficially own 4,105,075 Class A Ordinary Shares, representing 6.1% of the Issuer’s issued and outstanding Class A Ordinary Shares. In addition, as a result of the relationships described in the cover pages of this Schedule 13D, IDG Capital III may be deemed to share beneficial ownership of 4,429,202 Class A Ordinary Shares, representing 6.6% of the Issuer’s issued and outstanding Class A Ordinary Shares.

 

IDG Capital III Associates may be deemed to beneficially own 5,151,648 Class A Ordinary Shares, representing 7.7% of the Issuer’s issued and outstanding Class A Ordinary Shares. In addition, as a result of the relationships described in the cover pages of this Schedule 13D, IDG Capital III Associates may be deemed to share beneficial ownership of 3,382,629 Class A Ordinary Shares, representing 5.0% of the Issuer’s issued and outstanding Class A Ordinary Shares.

 

IDG Capital III GP may be deemed to beneficially own 5,151,648 Class A Ordinary Shares, representing 7.7% of the Issuer’s issued and outstanding Class A Ordinary Shares. In addition, as a result of the relationships described in the cover pages of this Schedule 13D, IDG Capital III GP may be deemed to share beneficial ownership of 3,382,629 Class A Ordinary Shares, representing 5.0% of the Issuer’s issued and outstanding Class A Ordinary Shares.

 

Quartz Fortune directly beneficially owns a Convertible Note in a principal amount of US$37,500,000, which may be converted into 1,046,573 Class A Ordinary Shares at an initial conversion price of approximately US$35.83 per Class A Ordinary Share (the “Initial Conversion Price”), representing 1.6% of the Issuer’s issued and outstanding Class A Ordinary Shares. In addition, as a result of the relationships described in the cover pages of this Schedule 13D, Quartz Fortune may be deemed to share beneficial ownership of 7,487,704 Class A Ordinary Shares, representing 11.2% of the Issuer’s issued and outstanding Class A Ordinary Shares.

 

IDG Ultimate directly beneficially owns a Convertible Note in a principal amount of US$25,000,000, which may be converted into 697,715 Class A Ordinary Shares at the Initial Conversion Price, representing 1.0% of the Issuer’s issued and outstanding Class A Ordinary Shares. In addition, as a result of the relationships described in the cover pages of this Schedule 13D, IDG Ultimate may be deemed to share beneficial ownership of 7,836,562 Class A Ordinary Shares, representing 11.7% of the Issuer’s issued and outstanding Class A Ordinary Shares.

 

Velda Power directly beneficially owns a Convertible Note in a principal amount of US$7,560,000, which may be converted into 210,989 Class A Ordinary Shares at the Initial Conversion Price, representing 0.3% of the Issuer’s issued and outstanding Class A Ordinary Shares. In addition, as a result of the relationships described in the cover pages of this Schedule 13D, Velda Power may be deemed to share beneficial ownership of 8,323,288 Class A Ordinary Shares, representing 12.4% of the Issuer’s issued and outstanding Class A Ordinary Shares.

 

Clever Sight directly beneficially owns 3,407,360 Class A Ordinary Shares, representing 5.1% of the Issuer’s issued and outstanding Class A Ordinary Shares. In addition, as a result of the relationships described in the cover pages of this Schedule 13D, Clever Sight may be deemed to share beneficial ownership of 5,126,917 Class A Ordinary Shares, representing 7.7% of the Issuer’s issued and outstanding Class A Ordinary Shares.

 

As a result of the relationships described in the cover pages of this Schedule 13D, each of IDG Capital III Investors, IDG Media, IDG Media Associates and IDG Media GP may be deemed to share beneficial ownership of 8,534,277 Class A Ordinary Shares, representing 12.7% of the Issuer’s issued and outstanding Class A Ordinary Shares.

 

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of such persons, other than IDG Alternative, IDG Capital, IDG Investors, Chuang Xi, Quartz Fortune, IDG Ultimate or Velda Power, that it is the beneficial owner of any of the shares of Class A Ordinary Shares referred to herein for purposes of the Securities Exchange Act of 1934, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

 

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

 

Note Repurchase Agreement II

 

On October 28, 2019, IDG Alternative entered into a note repurchase agreement (the “Note Repurchase Agreement II”) with the Issuer, pursuant to which the Issuer repurchased a convertible note in the principle amounts of US$54,940,000 (the “Convertible Note II”) from IDG Alternative for a consideration of US$55,013,253. As a result, IDG Alternative ceased to hold the Convertible Note II of the Issuer.

 

Restructuring of IDG Alternative

 

In November 2019, IDG Alternative repurchased from Deanhale 1,472,298 Class A ordinary shares and 1,533,225 Class B ordinary shares of IDG Alternative in consideration of the transfer of 1,472,298 Class A Ordinary Shares and 1,472,298 Class A ordinary shares of China Index Holdings Limited to Deanhale. As a result, IDG Alternative ceased to own 1,472,298 Class A Ordinary Shares on November 28, 2019.

 

Item 7. Materials to be Filed as Exhibits.

 

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

 

Exhibit 99.40 Note Repurchase Agreement II dated October 28, 2019 by and between the Issuer and IDG Alternative

 

 

 

SIGNATURES

 

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.

 

  IDG ALTERNATIVE GLOBAL LIMITED
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Director

 

 

 

SIGNATURES

 

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.

 

  IDG MAXIMUM FINANCIAL LIMITED
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Director

 

 

SIGNATURES

 

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.

 

  BLINKMAX LIMITED
   
   
  By: /s/ Dongliang LIN
    Name: Dongliang LIN
    Title: Director

 

 

SIGNATURES

 

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.

 

  IDG-ACCEL CHINA CAPITAL L.P.
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Authorized Signatory

 

 

SIGNATURES

 

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.

 

  IDG-ACCEL CHINA CAPITAL INVESTORS L.P.
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Authorized Signatory

 

 

SIGNATURES

 

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.

 

  IDG-ACCEL CHINA CAPITAL ASSOCIATES L.P.
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Authorized Signatory

 

 

SIGNATURES

 

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.

 

  IDG-ACCEL CHINA CAPITAL GP ASSOCIATES LTD.
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Director

 

 

SIGNATURES

 

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.

 

  CHUANG XI CAPITAL HOLDINGS LIMITED
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Director

 

 

SIGNATURES

 

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.

 

  IDG CHINA CAPITAL FUND III L.P.
   
   
  By:  /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Authorized Signatory

 

 

SIGNATURES

 

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.

 

  IDG CHINA CAPITAL III INVESTORS L.P.
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Authorized Signatory

 

SIGNATURES

 

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.

 

  IDG CHINA MEDIA FUND II L.P.
   
   
  By: /s/ Hugo SHONG
    Name: Hugo SHONG
    Title: Authorized Signatory

 

 

SIGNATURES

 

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.

 

  IDG CHINA CAPITAL FUND III ASSOCIATES L.P.
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Authorized Signatory

 

 

SIGNATURES

 

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.

 

  IDG CHINA CAPITAL FUND GP III ASSOCIATES LTD.
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Director

 

 

SIGNATURES

 

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.

 

  IDG CHINA MEDIA FUND II ASSOCIATES L.P.
   
   
  By: /s/ Hugo SHONG
    Name: Hugo SHONG
    Title: Authorized Signatory

 

 

SIGNATURES

 

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.

 

  IDG CHINA MEDIA FUND GP ASSOCIATES LTD.
   
   
  By: /s/ Chi Sing HO
    Name: Chi Sing HO
    Title: Director

 

 

SIGNATURES

 

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.

 

  QUAN ZHOU
   
   
  By: /s/ Quan Zhou
    Name: Quan Zhou
       

 

 

SIGNATURES

 

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.

 

  CHI SING HO
   
   
  By: /s/ Chi Sing Ho
    Name: Chi Sing Ho
       

 

 

SIGNATURES

 

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.

 

  DONGLIANG LIN
   
   
  By: /s/ Dongliang Lin
    Name: Dongliang Lin
       

 

 

SIGNATURES

 

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.

 

  QUARTZ FORTUNE LIMITED
   
   
  By: /s/ Chi Sing Ho
    Name: Chi Sing Ho
    Title: Director

 

 

SIGNATURES

 

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.

 

  IDG ULTIMATE GLOBAL LIMITED
   
   
  By: /s/ Chi Sing Ho
    Name: Chi Sing Ho
    Title: Director

 

 

SIGNATURES

 

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.

 

  VELDA POWER LIMITED
   
   
  By: /s/ Chi Sing Ho
    Name: Chi Sing Ho
    Title: Director

 

 

SIGNATURES

 

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.

 

  CLEVER SIGHT LIMITED
   
   
  By: /s/ Chi Sing Ho
    Name: Chi Sing Ho
    Title: Director

 

 

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