Amended Statement of Ownership (sc 13g/a)
February 10 2022 - 6:23AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Yalla Group
Limited
(Name of Issuer)
Class A Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)
98459U 103(1)
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in 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).
(1)
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This CUSIP number applies to the Issuers American Depositary Shares, each representing one Class A
ordinary share.
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SCHEDULE 13G
CUSIP No. 98459U 103
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1
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Names of Reporting Persons
Jianfeng Xu
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Peoples Republic of
China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5
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Sole Voting Power
13,266,326(1)
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
13,266,326(1)
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
13,266,326(1)
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10
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11
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Percent of Class
Represented by Amount in Row (9)
10.6% of Class A ordinary shares(2)
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12
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Type of Reporting Person
(See Instructions)
IN
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(1)
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Represents (i) 11,166,326 Class A ordinary shares held by WindBell Limited, and (ii) 2,100,000 Class A ordinary
shares that Mr. Xu has the right to receive within 60 days after December 31, 2021.
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(2)
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The percentage of the class of securities beneficially owned by each reporting person is calculated based on a
total of 122,940,463 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2021.
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2
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1
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Names of Reporting Persons
Windbell Holdings Limited
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
British Virgin
Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5
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Sole Voting Power
11,166,326(3)
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
11,166,326(3)
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,166,326(3)
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10
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11
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Percent of Class
Represented by Amount in Row (9)
9.1% of Class A ordinary shares(4)
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12
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Type of Reporting Person
(See Instructions)
CO
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(3)
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Represents 11,166,326 Class A ordinary shares held by WindBell Limited.
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(4)
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The percentage of the class of securities beneficially owned by each reporting person is calculated based on a
total of 122,940,463 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2021.
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3
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1
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Names of Reporting Persons
WindBell Limited
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
British Virgin
Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5
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Sole Voting Power
11,166,326(5)
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
11,166,326(5)
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,166,326(5)
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10
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11
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Percent of Class
Represented by Amount in Row (9)
9.1% of Class A ordinary shares(6)
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12
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Type of Reporting Person
(See Instructions)
CO
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(5)
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Represents 11,166,326 Class A ordinary shares held by WindBell Limited.
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(6)
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The percentage of the class of securities beneficially owned by each reporting person is calculated based on a
total of 122,940,463 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2021.
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4
Yalla Group Limited
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(b)
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Address of Issuers Principal Executive Offices:
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#238, Building 16
Dubai
Internet City
Dubai
United Arab Emirates
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(a)
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Name of Person Filing:
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(ii)
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Windbell Holdings Limited (Windbell Holdings), a limited liability company established in the
British Virgin Islands; and
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(iii)
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WindBell Limited (WindBell), a limited liability company established in the British Virgin Islands.
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(b)
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Address of Principal Business Office or, if none, Residence:
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(i)
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The address of the principal business office of Jianfeng Xu is #238, Building 16, Dubai Internet City, Dubai,
United Arab Emirates.
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(ii)
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The registered address of Windbell Holdings is Palm Grove House, P.O. Box 438, Road Town, Tortola, VG1110,
British Virgin Islands.
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(iii)
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The registered address of WindBell is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola
VG1110, British Virgin Islands.
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(i)
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Jianfeng Xu Peoples Republic of China
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(ii)
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Windbell Holdings British Virgin Islands
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(iii)
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WindBell British Virgin Islands
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(d)
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Title and Class of Securities:
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Class A ordinary shares, par value US$0.0001 per share
98459U 103
Item 3.
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If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
5
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Reporting
Person(1)
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Amount
beneficially
owned(1)
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Percent of
class(2)
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Sole power
to vote or
direct to
vote(1)
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Shared
power to
vote or to
direct the
vote
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Sole power
to
dispose or
to
direct the
disposition
of(1)
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Shared
power
to dispose
or
to direct the
disposition
of
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Jianfeng Xu
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13,266,326
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10.6
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%
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13,266,326
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0
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13,266,326
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0
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Windbell Holdings
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11,166,326
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9.1
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%
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11,166,326
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0
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11,166,326
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0
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WindBell
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11,166,326
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9.1
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%
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11,166,326
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0
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11,166,326
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0
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(1)
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As of December 31, 2021, WindBell held 11,166,326 of the Issuers Class A ordinary shares.
WindBell is controlled by Windbell Holdings, which is in turn controlled by a trust of which Mr. Jianfeng Xu is the settlor and Mr. Xu and his family members are beneficiaries. Under the terms of this trust, Mr. Xu has the power to
direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by WindBell in the Issuer. Accordingly, each of Mr. Xu and Windbell Holdings may thereby be deemed to
beneficially own the 11,166,326 Class A ordinary shares held by WindBell.
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In addition, Mr. Xu has the right to
receive 2,100,000 Class A ordinary shares within 60 days after December 31, 2021.
(2)
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The percentage of the class of securities beneficially owned by each reporting person is calculated based on
122,940,463 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
6
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: February 10, 2022
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Jianfeng Xu
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/s/ Jianfeng Xu
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Name:
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Jianfeng Xu
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Windbell Holdings Limited
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By:
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/s/ YEU Chi Fai
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Name:
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YEU Chi Fai
on behalf of S.B. Vanwall
Ltd.
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Title:
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Director
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WindBell Limited
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By:
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/s/ Jianfeng Xu
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Name:
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Jianfeng Xu
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Title:
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Director
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7
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Joint Filing Agreement
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8
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