Amended Statement of Beneficial Ownership (sc 13d/a)
November 30 2020 - 5:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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)
|
|
c/o General Atlantic Service Company, L.P.
55 East 52nd Street, 33rd Floor
New York, New York 10055
(212) 715-4000
|
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices
|
|
and Communications)
|
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 1(f) or 1(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 Rule 13d-1(a) 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 applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing ten Class A Ordinary Shares. 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 (the “Exchange
Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
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CUSIP No. 836034108
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SCHEDULE 13D
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Page 2 of 18
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|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Singapore Fund Pte. Ltd.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
11,106,440
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
11,106,440
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,106,440
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
CUSIP No. 836034108
|
SCHEDULE 13D
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Page 3 of 18
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1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Singapore Interholdco Ltd.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
11,106,440
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
11,106,440
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,106,440
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
CUSIP No. 836034108
|
SCHEDULE 13D
|
Page 4 of 18
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners (Bermuda) III, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
11,106,440
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
11,106,440
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,106,440
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
CUSIP No. 836034108
|
SCHEDULE 13D
|
Page 5 of 18
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners (Bermuda) IV, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
11,106,440
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
11,106,440
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,106,440
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
CUSIP No. 836034108
|
SCHEDULE 13D
|
Page 6 of 18
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic GenPar (Bermuda), L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
11,106,440
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
11,106,440
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,106,440
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
CUSIP No. 836034108
|
SCHEDULE 13D
|
Page 7 of 18
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|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP (Bermuda) Limited
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
11,106,440
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
11,106,440
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,106,440
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
CUSIP No. 836034108
|
SCHEDULE 13D
|
Page 8 of 18
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
11,106,440
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
11,106,440
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,106,440
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
CUSIP No. 836034108
|
SCHEDULE 13D
|
Page 9 of 18
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments III, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
11,106,440
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
11,106,440
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,106,440
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
CUSIP No. 836034108
|
SCHEDULE 13D
|
Page 10 of 18
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments IV, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
11,106,440
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
11,106,440
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,106,440
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
CUSIP No. 836034108
|
SCHEDULE 13D
|
Page 11 of 18
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments V, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
11,106,440
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
11,106,440
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,106,440
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
CUSIP No. 836034108
|
SCHEDULE 13D
|
Page 12 of 18
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments CDA, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
11,106,440
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
11,106,440
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,106,440
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
CUSIP No. 836034108
|
SCHEDULE 13D
|
Page 13 of 18
|
Item 1. Security and Issuer.
This Amendment No. 8 to Schedule 13D (as so amended, the “Statement”) is being filed to amend the Statement as originally filed with the
Securities and Exchange Commission on July 18, 2016, as amended by Amendment No. 1 on July 21, 2016, by Amendment No. 2 on August 18, 2016, by Amendment No. 3 on November 14, 2016, by Amendment No. 4 on August 15, 2019, by Amendment No. 5 on
September 6, 2019, by Amendment No. 6 on November 19, 2019, and by Amendment No. 7 on December 10, 2019, and relates to the Class A ordinary shares, par value HK$1.00 per share (the “Class A Ordinary Shares”) of Fang Holdings Limited
(formerly known as, Soufun Holdings Limited), (the “Company”), whose principal executive offices are located at Tower A, No. 20 Guogongzhuang Middle Street; Fengtai District, Beijing 100070, The People’s Republic of China.
The Company’s American Depositary Shares (the “ADSs”), evidenced by American Depositary Receipts, each representing ten Class A Ordinary Shares,
are listed on the New York Stock Exchange under the symbol “SFUN.” The Reporting Persons (as defined below) directly own only ADSs and do not directly own any Class A Ordinary Shares.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety as follows:
(a)-(c), (f) This Statement is being filed by a “group,” as defined in Rule 13d-5 of the General Rules and Regulations promulgated
under the Exchange Act. The members of the group are:
|
|
(i)
|
General Atlantic Singapore Fund Pte. Ltd., a Singapore company (“GASF”);
|
|
|
(ii)
|
General Atlantic Singapore Interholdco Ltd. (formerly known as General Atlantic Singapore Fund Interholdco Ltd.), a Bermuda exempted company (“GAS Interholdco”);
|
|
|
(iii)
|
General Atlantic Partners (Bermuda) III, L.P., a Bermuda exempted limited partnership (“GAP Bermuda III”);
|
|
|
(iv)
|
General Atlantic Partners (Bermuda) IV, L.P., a Bermuda exempted limited partnership (“GAP Bermuda IV”);
|
|
|
(v)
|
General Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership (“GenPar Bermuda”);
|
|
|
(vi)
|
GAP (Bermuda) Limited, a Bermuda exempted company (“GAP (Bermuda) Limited”);
|
|
|
(vii)
|
General Atlantic LLC, a Delaware limited liability company (“GA LLC”);
|
|
|
(viii)
|
GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”);
|
|
|
(ix)
|
GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”);
|
|
|
(x)
|
GAP Coinvestments V, LLC, a Delaware limited liability company (“GAPCO V”); and
|
|
|
(xi)
|
GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAPCO CDA”).
|
Each of the foregoing is referred to as a Reporting Person and collectively as the “Reporting Persons.” GAP Bermuda III, GAP Bermuda IV, GAPCO
III, GAPCO IV, GAPCO V and GAPCO CDA are collectively referred to as the “GA Funds”.
The principal address of each of the Reporting Persons (other than GASF) is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. The principal address
of GASF is Asia Square Tower 1, 8 Marina View, #41-04, Singapore 018960.
Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.
|
CUSIP No. 836034108
|
SCHEDULE 13D
|
Page 14 of 18
|
The majority shareholder of GASF is GAS Interholdco. The members of GAS Interholdco that share beneficial ownership of the ADSs held
of record by GASF are the GA Funds. The general partner of GAP Bermuda III and GAP Bermuda IV is GenPar Bermuda, and the general partner of GenPar Bermuda is GAP (Bermuda) Limited. GA LLC is the managing member of GAPCO III, GAPCO IV and GAPCO
V and the general partner of GAPCO CDA. There are eight members of the management committee of GA LLC (the “GA Management Committee”) as of the date hereof. The members of the GA Management Committee are also the members of the
management committee of GAP (Bermuda) Limited. Each of the members of the GA Management Committee disclaims ownership of the ADSs except to the extent he or she has a pecuniary interest therein. The information required by General Instruction C
to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference. The present principal occupation or employment of each of the members of the GA Management Committee is as a managing director of GA LLC. The
present principal occupation or employment of each of the directors of GASF and GAS Interholdco is set forth on Schedule A.
(d)-(e) None of the Reporting Persons and none of the individuals listed on Schedule A have, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended by adding the following:
This Statement is not being made as a result of any particular acquisition or disposition of ADSs by the Reporting
Persons.
The description of the Proposal (as defined below) under Item 4 is incorporated herein by reference in their entirety.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and replaced with the following:
The Reporting Persons acquired the ADSs reported herein between June 10, 2016 and December 6, 2019 for investment purposes. The
Reporting Persons expect that they will, from time to time, review their investment position in the ADSs or the Company and may, depending on the Company’s performance and other market conditions, increase or decrease their investment
position in the ADSs or the Class A Ordinary Shares. The Reporting Persons have discussed the possibility of attaining representation on the board of directors of the Company with the Company's management; however, no decisions with respect
to such discussion have been made as of the date of this Statement. The Reporting Persons may, from time to time, and subject to the agreement disclosed in this Item 4 and Item 6 below, make additional purchases of ADSs or Class A Ordinary
Shares either in the open market or in privately-negotiated transactions, depending upon the Reporting Persons’ evaluation of the Company’s business, prospects and financial condition, the market for the ADSs or the Class A Ordinary Shares,
other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide, subject to the agreement disclosed
in this Item 4 and Item 6 below, to hold or dispose of all or part of their investments in the ADSs or Class A Ordinary Shares and/or enter into derivative transactions with institutional counterparties with respect to the Company’s
securities, including the ADSs or Class A Ordinary Shares.
On November 30, 2020, GASF delivered a preliminary non-binding proposal letter to the Company (the “Proposal”) expressing its interest in acquiring all of the outstanding ordinary shares
of the Company, including Class A Ordinary Shares represented by ADSs, for US$1.468 in cash per Class A Ordinary Share or Class B Ordinary Shares, or US$14.68 in cash per ADS (in each case other than those ADSs and ordinary shares already
beneficially owned by the Reporting Persons) (the “Proposed Transaction”). Neither the Company nor GASF is obligated to complete the Proposed Transaction, and a binding commitment with respect to the
Proposed Transaction will result only from the execution of definitive documents, and then will be on the terms provided in such documentation. A copy of the Proposal is attached hereto as Exhibit 99.2, and incorporated by
reference herein in its entirety.
If the Proposed Transaction is completed, the Company’s ADSs will be delisted from the New York Stock Exchange, and the Company’s obligation to file periodic reports under the Exchange Act will
terminate. In addition, the consummation of the Proposed Transaction could result in one or more of the actions specified in Item 4(a)-(j) of Schedule 13D, including the acquisition or disposition of securities of the Company, a merger or
other extraordinary transaction involving the Company, a change to the board of directors of the Company (as the surviving company in the merger), and a change in the Company’s memorandum and articles of association to reflect that the Company
would become a privately held company.
Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D of the Exchange Act.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and replaced with the following:
(a) The percentages used herein are calculated based upon 65,715,527 Class A Ordinary Shares issued and outstanding as of September 30, 2020, as reported in the Company’s
Announcement of Third Quarter 2020 Unaudited Financial Results, filed as an exhibit to Form 6-K with the U.S. Securities and Exchange Commission on November 16, 2020.
As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 1,110,644 ADSs representing 11,106,440 underlying Class A Ordinary Shares, or
approximately 16.9% of the Company’s issued and outstanding Class A Ordinary Shares.
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CUSIP No. 836034108
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SCHEDULE 13D
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Page 15 of 18
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By virtue of the fact that (i) GAS Interholdco owns a majority of GASF’s voting shares, (ii) the GA Funds contributed the capital to GAS Interholdco to fund GASF’s purchases of the ADSs and may
direct GAS Interholdco with respect to its shares of GASF, (iii) GAP (Bermuda) Limited is the general partner of GenPar Bermuda and GenPar Bermuda is the general partner of GAP Bermuda III and GAP Bermuda IV, (iv) GA LLC is the managing member of
GAPCO III, GAPCO IV and GAPCO V and is the general partner of GAPCO CDA and (v) the members of the GA Management Committee control the investment decisions of GAP (Bermuda) Limited and GA LLC, the Reporting Persons may be deemed to have the power
to vote and direct the disposition of the ADSs owned of record by GASF. As a result, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own an aggregate of 1,110,644 ADSs, representing 11,106,440 Class A Ordinary
Shares, calculated on the basis of the number of Class A Ordinary Shares that may be acquired by the Reporting Persons within 60 days, or approximately 16.9% of the Company’s issued and outstanding Class A Ordinary Shares.
(b) Each of the Reporting Persons has the shared power to vote or direct the vote and the shared power to dispose or to direct the disposition of the 11,106,440 Class A Ordinary Shares that may
be deemed to be beneficially owned by each of them.
(c) To the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the
Class A Ordinary Shares during the past 60 days.
(d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by
any member of the group.
(e) Not applicable.
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CUSIP No. 836034108
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SCHEDULE 13D
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Page 16 of 18
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
Item 6 is hereby amended and replaced with the following:
The information disclosed under Item 4 above is hereby incorporated by reference into this Item 6.
Please see Item 5(a), which is hereby incorporated by reference. The GA Funds and the members of the GA Management Committee may, from
time to time, consult among themselves and coordinate the voting and disposition of ADSs held of record by GASF as well as such other action taken on behalf of the Reporting Persons with respect to the ADSs held by the Reporting Persons as they
deem to be in the collective interest of the Reporting Persons.
The Reporting Persons entered into a Joint Filing Agreement on July 18, 2016 (the “Joint Filing Agreement”), pursuant to which
they have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.1.
On November 30, 2020, GASF delivered to the Company the Proposal described in Item 4 of this Statement, and which is attached hereto as
Exhibit 99.2.
Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are
no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule A hereto and any other person with respect to any
securities of the Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
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Exhibit 99.1:
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Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Exchange Act (previously filed).
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Exhibit 99.2:
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CUSIP No. 836034108
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SCHEDULE 13D
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Page 17 of 18
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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.
Dated: November 30, 2020
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GENERAL ATLANTIC SINGAPORE FUND PTE. LTD.
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By:
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/s/ Ong Yu Huat
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Name:
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Ong Yu Huat
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Title:
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Director
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GENERAL ATLANTIC SINGAPORE INTERHOLDCO LTD.
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Director
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GENERAL ATLANTIC PARTNERS (BERMUDA) III, L.P.
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By:
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General Atlantic GenPar (Bermuda), L.P., its General Partner
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By:
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GAP (Bermuda) Limited, its General Partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P.
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By:
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General Atlantic GenPar (Bermuda), L.P., its General Partner
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By:
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GAP (Bermuda) Limited, its General Partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
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By:
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GAP (Bermuda) Limited, its General Partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GAP (BERMUDA) LIMITED
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GENERAL ATLANTIC LLC
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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CUSIP No. 836034108
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SCHEDULE 13D
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Page 18 of 18
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GAP COINVESTMENTS III, LLC
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By:
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General Atlantic LLC, its Managing Member
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GAP COINVESTMENTS IV, LLC
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By:
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General Atlantic LLC, its Managing Member
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GAP COINVESTMENTS V, LLC
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By:
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General Atlantic LLC, its Managing Member
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GAP COINVESTMENTS CDA, L.P.
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By:
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General Atlantic LLC., its General Partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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SCHEDULE A
Members of the GA Management Committee
(as of the date hereof)
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Name
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Business Address
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Citizenship
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William E. Ford
(Chief Executive Officer)
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Gabriel Caillaux
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23 Savile Row
London W1S 2ET
United Kingdom
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France
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Andrew Crawford
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Martin Escobari
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55 East 52nd Street
33rd Floor
New York, New York 10055
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Bolivia and Brazil
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Anton J. Levy
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Sandeep Naik
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Level 19, Birla Aurora
Dr. Annie Besant Road
Worli, Mumbai 400 030
India
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United States
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Graves Tompkins
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Robbert Vorhoff
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Directors of General Atlantic Singapore Fund Pte. Ltd.
(as of the date hereof)
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Name
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Business Address
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Citizenship
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Principal Occupation or Employment
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Ong Yu Huat
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Asia Square Tower 1
8 Marina View, #41-04
Singapore 018960
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Malaysia
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Director of General Atlantic Singapore Fund Management Pte. Ltd.
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Izkandar Bloy
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Asia Square Tower 1
8 Marina View, #41-04
Singapore 018960
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Malaysia
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Director of General Atlantic Singapore Fund Management Pte. Ltd.
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Directors of General Atlantic Singapore Interholdco Ltd.
(as of the date hereof)
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Name
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Business Address
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Citizenship
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Principal Occupation or Employment
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J. Frank Brown
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Managing Director of GA LLC
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Michael Gosk
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Managing Director of GA LLC
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Christopher G. Lanning
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Managing Director of GA LLC
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