Reporting Person
|
|
Amount
beneficially
owned:
|
|
Percent
of class:
|
|
Percent of
aggregate
voting
power:
|
|
Sole power to
vote or direct
the vote:
|
|
Shared power
to vote or to
direct the vote:
|
|
Sole power to
dispose or to
direct the
disposition of:
|
|
Shared power
to dispose or to
direct the
disposition of:
|
|
Chimin Cao
|
|
6,566,578
|
(1)
|
22.2
|
%(2)
|
27.2
|
%(3)
|
6,566,578
|
(1)
|
0
|
|
6,566,578
|
(1)
|
0
|
|
Joy Year Limited
|
|
6,194,859
|
(4)
|
21.2
|
%(2)
|
27.0
|
%(3)
|
6,194,859
|
(4)
|
0
|
|
6,194,859
|
(4)
|
0
|
|
(1) Represents (i) 336,719 Class A ordinary shares issuable to Top Genius Ventures Limited, a British Virgin Islands company, upon exercise of options within 60 days after December 31, 2019, (ii) 4,135,854 Class A ordinary shares and 2,059,005 Class B ordinary shares held by Joy Year Limited, a British Virgin Islands company, and (iii) 35,000 restricted share units issuable to Mr. Chimin Cao within 60 days after December 31, 2019. Both Joy Year Limited and Top Genius Ventures Limited are ultimately owned by The Top Genius Trust, a trust established with the laws of Guernsey and managed by Credit Suisse Trust Limited as the trustee. Mr. Chimin Cao is the settlor of The Top Genius Trust, and Mr. Chimin Cao and his family members are the trusts beneficiaries. Under the terms of this trust, Mr. Chimin Cao 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 of the Issuer, held by Joy Year Limited and Top Genius Ventures Limited.
(2) The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 29,213,801 ordinary shares (being the sum of 22,264,660 Class A ordinary shares and 6,949,141 Class B ordinary shares) of the Issuer outstanding as of December 31, 2019 as a single class. In computing the percentage ownership of the Reporting Persons, we have included shares that the Reporting Persons have the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security, after December 31, 2019.
(3) For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuers Class A and Class B ordinary shares as a single class.
(4) Represents 4,135,854 Class A ordinary shares and 2,059,005 Class B ordinary shares held by Joy Year Limited, a British Virgin Islands company.
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
|
Not applicable
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
|
Not applicable
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person:
|
|
Not applicable
|
|
Item 8.
|
Identification and Classification of Members of the Group:
|
|
Not applicable
|
|
Item 9.
|
Notice of Dissolution of Group:
|
|
Not applicable
|
|
|
Item 10.
|
Certifications:
|
|
Not applicable
|
5