Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment #2)*
BEST Inc.
(Name of Issuer)
Class A Ordinary Shares, par value US$0.01 per share
(Title of Class of Securities)
08653C106**
(CUSIP Number)
George Chow 2nd Floor, Block A, Huaxing Modern Industry Park No. 18 Tangmiao Road, Xihu District Hangzhou Zhejiang Province 310013 Peoples Republic of China Telephone: (86) 571 8899 5656 |
Jinwei Zhang Alibaba Group Holding Limited 26/F, Tower One, Times Square 1 Matheson Street, Causeway Bay Hong Kong Telephone: (852) 2215 5100 | |
with copies to
Mark Lehmkuhler, Esq. and Tianyi Chen, Esq. Fangda Partners 26/F, One Exchange Square, 8 Connaught Place, Central, Hong Kong (852) 3976 8828 |
with copies to
Peng Yu, Esq. Kirkland & Ellis 26th Floor, Gloucester Tower The Landmark 15 Queens Road Central, Hong Kong (852) 3761 3300 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 11, 2024
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 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 Persons 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 Issuers American Depositary Shares, evidenced by American Depositary Receipts, each representing twenty (20) Class A Ordinary Share of the Issuer. |
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. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Shao-Ning Johnny Chou | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
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
51,242,218 * | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
51,242,218 * | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,242,218 * | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☒ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%** of Class A Ordinary Shares (representing 12.7%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | Consists of (a) 47,790,698 Class C ordinary shares of the Issuer (the Class C Ordinary Shares), each of which is convertible into one Class A ordinary share of the Issuer (collectively, the Class A Ordinary Shares) at any time by the Reporting Person, Mr. Shao-Ning Johnny Chou (Mr. Chou), (b) 3,451,520 Class A Ordinary Shares acquired by Mr. Chou pursuant to the terms of restricted share units granted to him under the Issuers 2017 Equity Incentive Plan (the 2017 Plan). Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 309,439,150 Class A Ordinary Shares as the denominator, which is equal to the total number of issued and outstanding Class A Ordinary Shares, including (i) 261,648,452 Class A Ordinary Shares, and (ii) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares beneficially owned by Mr. Chou at a conversion rate of 1:1, in each case outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
2 / 125
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B ordinary shares of the Issuer (the Class B Ordinary Shares) at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1, in each case outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
3 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
George Chow | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong Special Administrative Region of the Peoples Republic of China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
7,202,907 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
7,202,907 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,202,907 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)
2.7% of Class A Ordinary Shares** (representing 1.8%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | Consists of (a) 6,027,907 Class A Ordinary Shares, (b) 320,000 Class A Ordinary Shares represented by the American Depositary Shares (ADSs); (c) 505,000 Class A Ordinary Shares acquired by the Reporting Person, Mr. George Chow (Mr. Chow) pursuant to the terms of the restricted share units granted to him under the 2017 Plan and (d) 350,000 Class A Ordinary Shares that Mr. Chow has the right to acquire within 60 days after the date hereof upon the exercise of vested options granted to Mr. Chow under the Issuers 2008 Equity and Performance Incentive Plan (the 2008 Plan). See Item 5. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. |
** | This percentage is calculated using 261,998,452 Class A Ordinary Shares as the denominator, which is equal to the sum of (a) 261,648,452 Class A Ordinary Shares outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024 and (b) 350,000 Class A Ordinary Shares that Mr. Chow has the right to acquire within 60 days after the date hereof upon the exercise of vested options granted to Mr. Chow under the 2008 Plan. |
4 / 125
*** | This percentage is calculated using 403,864,399 ordinary shares as the denominator, which is equal to the sum of (a) the total number of issued and outstanding ordinary shares of all classes of the Issuer, including (i) 261,648,452 Class A Ordinary Shares, (ii) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (iii) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1, in each case outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, plus (b) 350,000 Class A Ordinary Shares that Mr. Chow has the right to acquire within 60 days after the date hereof upon the exercise of vested options granted to Mr. Chow under the 2008 Plan. |
5 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Alibaba Group Holding Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
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
113,961,632 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
113,961,632 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,961,632 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)
31.2% of Class A Ordinary Shares ** (representing 27.6%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
CO |
* | Alibaba Group Holding Limited and its affiliates are deemed to beneficially own 113,961,632 Class A Ordinary Shares based on beneficial ownership of: (a) 10,000,000 Class A Ordinary Shares represented by ADSs, (b) 94,075,249 Class B Ordinary Shares which are convertible into the same number of Class A Ordinary Shares at any time at the option of the holder thereof, and (c) US$60,000,000 in outstanding principal amount of the 4.5% Convertible Senior Notes Due 2025 (2025 Convertible Notes), which will be convertible into 9,600,000 Class A Ordinary Shares (or in the form of ADSs) at any time after 30 consecutive trading days after May 27, 2020 at the option of the holder thereof, subject to the adjustment as provided under the 2025 Convertible Notes. The Issuer has determined that 9,886,383 Class A Ordinary Shares will be convertible from the 2025 Convertible Notes pursuant to the adjustment mechanism thereunder. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 365,610,084 Class A Ordinary Shares as the denominator, which is equal to the sum of (a) 261,648,452 Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1 beneficially owned by the Reporting Person, and (c) 9,886,383 Class A Ordinary Shares assumed to be converted in full from the outstanding principal amount of the 2025 Convertible Notes (i.e., US$60,000,000). |
6 / 125
*** | This percentage is calculated using 413,400,782 ordinary shares as the denominator, which is equal to the sum of (a) the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 202 4, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (i) 261,648,452 Class A Ordinary Shares, (ii) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (iii) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1, and (b) 9,886,383 Class A Ordinary Shares assumed to be converted in full from the outstanding principal amount of the 2025 Convertible Notes (i.e., US$60,000,000). |
7 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Alibaba Investment Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
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
85,831,692 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
85,831,692 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,831,692 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)
25.4% of Class A Ordinary Shares ** (representing 21.3%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
CO |
* | The Reporting Person is deemed to beneficially own 85,831,692 Class A Ordinary Shares based on beneficial ownership of: (i) 10,000,000 Class A Ordinary Shares represented by ADSs and (ii) 75,831,692 Class B Ordinary Shares, which are convertible into the same number of Class A Ordinary Shares at any time at the option of the holder thereof. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 337,480,144 Class A Ordinary Shares as the denominator, which is equal to the sum of (a) 261,648,452 Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024 and (b) 75,831,692 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1 beneficially owned by the Reporting Person. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
8 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Alibaba.com China Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
9,886,383 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
9,886,383 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,886,383 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)
3.6% of Class A Ordinary Shares ** (representing 2.4%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
CO |
* | The Reporting Person is deemed to beneficially own 9,886,383 Class A Ordinary Shares based on its ownership of US$60,000,000 in outstanding principal amount of the 2025 Convertible Notes, which will be convertible into 9,600,000 Class A Ordinary Shares (or in the form of ADSs) at any time after the 30th trading day after May 27, 2020 at the option of the holder thereof, subject to the adjustment as provided under the 2025 Convertible Notes. The Issuer has determined that 9,886,383 Class A Ordinary Shares will be convertible from the 2025 Convertible Notes pursuant to the adjustment mechanism thereunder. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 271,534,835 Class A Ordinary Shares as the denominator, which is equal to the sum of (a) 261,648,452 Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024 and (b) 9,886,383 Class A Ordinary Shares assumed to be converted in full from the outstanding principal amount of the 2025 Convertible Notes (i.e., US$60,000,000). |
9 / 125
*** | This percentage is calculated using 413,400,782 ordinary shares as the denominator, which is equal to the sum of (a) the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (i) 261,648,452 Class A Ordinary Shares, (ii) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, (iii) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1, and (b) 9,886,383 Class A Ordinary Shares assumed to be converted in full from the outstanding principal amount of the 2025 Convertible Notes (i.e., US$60,000,000). |
10 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Ali CN Investment Holding Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
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
18,243,557 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
18,243,557 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,243,557 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)
6.5% of Class A Ordinary Shares ** (representing 4.5%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
CO |
* | The Reporting Person is deemed to beneficially own 18,243,557 Class A Ordinary Shares based on beneficial ownership of 18,243,557 Class B Ordinary Shares, which are convertible into the same number of Class A Ordinary Shares at any time at the option of the holder thereof. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 279,892,009 Class A Ordinary Shares as the denominator, which is equal to the sum of (a) 261,648,452 Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024 and (b) 18,243,557 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1 beneficially owned by the Reporting Person. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
11 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Cainiao Smart Logistics Network Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
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
18,243,557 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
18,243,557 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,243,557 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)
6.5% of Class A Ordinary Shares ** (representing 4.5%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
CO |
* | The Reporting Person is deemed to beneficially own 18,243,557 Class A Ordinary Shares based on beneficial ownership of 18,243,557 Class B Ordinary Shares, which are convertible into the same number of Class A Ordinary Shares at any time at the option of the holder thereof. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 279,892,009 Class A Ordinary Shares as the denominator, which is equal to the sum of (a) 261,648,452 Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024 and (b) 18,243,557 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1 beneficially owned by the Reporting Person. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
12 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Cainiao Smart Logistics Investment Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
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
18,243,557 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
18,243,557 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,243,557 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)
6.5% of Class A Ordinary Shares ** (representing 4.5%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
CO |
* | The Reporting Person is deemed to beneficially own 18,243,557 Class A Ordinary Shares based on beneficial ownership of 18,243,557 Class B Ordinary Shares, which are convertible into the same number of Class A Ordinary Shares at any time at the option of the holder thereof. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 279,892,009 Class A Ordinary Shares as the denominator, which is equal to the sum of (a) 261,648,452 Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024 and (b) 18,243,557 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1 beneficially owned by the Reporting Person. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
13 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
BJ Russell 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 (see instructions)
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
0 | ||||
8 | SHARED VOTING POWER
33,548,304 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
33,548,304 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,548,304 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)
12.8%** of Class A Ordinary Shares (representing 8.3%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
CO |
* | Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
14 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Hung Chris Hui | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
33,548,304 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
33,548,304 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,548,304 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)
12.8%** of Class A Ordinary Shares (representing 8.3%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | Hung Chris Hui owns 100% of the share capital of BJ Russell Holdings Limited (BJ Russell) and may be deemed to own beneficially all of the shares held by BJ Russell. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
15 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Yahong Liang | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
33,548,304 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
33,548,304 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,548,304 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)
12.8%** of Class A Ordinary Shares (representing 8.3%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | Yahong Liang is the sole director of BJ Russell and may also be deemed to beneficially own all of the shares held BJ Russell, but hereby disclaims beneficial ownership of any of such shares. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
16 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
IDG-Accel China Capital 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 (see instructions)
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
3,970,760 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
177,100 Class A Ordinary Shares** | |||||
9 | SOLE DISPOSITIVE POWER
3,970,760 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
177,100 Class A Ordinary Shares** |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,147,860 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)
1.6%*** of Class A Ordinary Shares (representing 1.0%**** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
PN |
* | The Reporting Person is the record owner of these shares. By virtue of being the general partner of the Reporting Person, IDG-Accel China Capital II Associates 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-Accel China Capital II Associates L.P., IDG-Accel China Capital GP II Associates Ltd. may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of being shareholders and the two directors of IDG-Accel China Capital GP II Associates Ltd., Quan Zhou and Chi Sing Ho may be deemed to have shared voting and dispositive power with respect to these shares. IDG-Accel China Capital GP II Associates Ltd. is also the general partner of IDG-Accel China Capital II Investors L.P. By virtue of such relationship, IDG-Accel China Capital II Investors L.P. may be deemed to have shared voting and dispositive power with respect to these shares. See Item 5. |
** | IDG-Accel China Capital II Investors L.P. is the record owner of these shares. The Reporting Person and IDG-Accel China Capital II Investors L.P. have the same ultimate general partner. By virtue of such relationship, the Reporting Person may be deemed to share the voting and dispositive power with respect to these shares. |
*** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
17 / 125
**** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
18 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
IDG-Accel China Capital 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 (see instructions)
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
3,970,760 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
177,100 Class A Ordinary Shares** | |||||
9 | SOLE DISPOSITIVE POWER
3,970,760 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
177,100 Class A Ordinary Shares** |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,147,860 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)
1.6%*** of Class A Ordinary Shares (representing 1.0%**** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
PN |
* | IDG-Accel China Capital II L.P. is the record owner of these shares. By virtue of being the general partner of IDG-Accel China Capital II L.P., the Reporting Person may be deemed to have sole voting and dispositive power with respect to these shares. See Item 5. |
** | IDG-Accel China Capital II Investors L.P. is the record owner of these shares. The Reporting Person and IDG-Accel China Capital II Investors L.P. have the same ultimate general partner. By virtue of such relationship, the Reporting Person may be deemed to share the voting and dispositive power with respect to these shares. |
*** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
**** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
19 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
IDG-Accel China Capital II Investor s 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 (see instructions)
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
177,100 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
3,970,760 Class A Ordinary Shares** | |||||
9 | SOLE DISPOSITIVE POWER
177,100 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
3,970,760 Class A Ordinary Shares** |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,147,860 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)
1.6%*** of Class A Ordinary Shares (representing 1.0%**** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
PN |
* | The Reporting Person is the record owner of these shares. By virtue of being the general partner of the Reporting Person, IDG-Accel China Capital GP II Associates Ltd. may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of being shareholders and the two directors of IDG-Accel China Capital GP II Associates Ltd., Quan Zhou and Chi Sing Ho may be deemed to have shared voting and dispositive power with respect to these shares. IDG-Accel China Capital GP II Associates Ltd. is also the general partner of IDG-Accel China Capital II Associates L.P., which is the general partner of IDG-Accel China Capital II L.P. By virtue of such relationship, each of IDG-Accel China Capital II Associates L.P. and IDG-Accel China Capital II L.P. may be deemed to have shared voting and dispositive power with respect to these shares. See Item 5. |
** | IDG-Accel China Capital II L.P. is the record owner of these shares. The Reporting Person and IDG-Accel China Capital II L.P. have the same ultimate general partner. By virtue of such relationship, the Reporting Person may be deemed to share the voting and dispositive power with respect to these shares. |
*** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
20 / 125
**** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
21 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
IDG-Accel China Capital GP II 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 (see instructions)
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
4,147,860 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
4,147,860 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,147,860 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)
1.6%** of Class A Ordinary Shares (representing 1.0%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
CO |
* | IDG-Accel China Capital II L.P. and IDG-Accel China Capital II Investors L.P. are the record owner of these shares. By virtue of being the ultimate general partner of IDG-Accel China Capital II L.P. and IDG-Accel China Capital II Investors L.P., the Reporting Person may be deemed to have sole voting and dispositive power with respect to these shares. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
22 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
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 (see instructions)
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
4,147,860 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
4,147,860 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,147,860 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)
1.6%** of Class A Ordinary Shares (representing 1.0%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | Including 3,970,760 Class A Ordinary Shares of which the record owner is IDG-Accel China Capital II L.P. and 177,100 Class A Ordinary Shares of which the record owner is IDG-Accel China Capital II Investors L.P. The ultimate general partner of IDG-Accel China Capital II L.P. and IDG-Accel China Capital II Investors L.P. is IDG-Accel China Capital GP II Associates Ltd., of which the Reporting Person and Chi Sing Ho are shareholders and the two directors. By virtue of being shareholders and the two directors of IDG-Accel China Capital GP II Associates Ltd., the Reporting Person and Chi Sing Ho may be deemed to have shared voting and dispositive power with respect to these shares. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
23 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
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 (see instructions)
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
0 | ||||
8 | SHARED VOTING POWER
4,147,860 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
4,147,860 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,147,860 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)
1.6%** of Class A Ordinary Shares (representing 1.0%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | Including 3,970,760 Class A Ordinary Shares of which the record owner is IDG-Accel China Capital II L.P. and 177,100 Class A Ordinary Shares of which the record owner is IDG-Accel China Capital II Investors L.P. The ultimate general partner of IDG-Accel China Capital II L.P. and IDG-Accel China Capital II Investors L.P. is IDG-Accel China Capital GP II Associates Ltd., of which the Reporting Person and Quan Zhou are shareholders and the two directors. By virtue of being shareholders and the two directors of IDG-Accel China Capital GP II Associates Ltd., the Reporting Person and Quan Zhou may be deemed to have shared voting and dispositive power with respect to these shares. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
24 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Shaohan Joe Chou | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
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
5,081,395 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
5,081,395 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,081,395 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)
1.9%** of Class A Ordinary Shares (representing 1.3%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | Consists of (a) 4,081,395 Class A Ordinary Shares, and (b) 1,000,000 ADSs. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
25 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
David Hsiaoming Ting | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
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
614,000 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
80,680 Class A Ordinary Shares** | |||||
9 | SOLE DISPOSITIVE POWER
614,000 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
80,680 Class A Ordinary Shares** |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
694,680 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)
0.2%*** of Class A Ordinary Shares (representing 0.2%**** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | Consists of (a) 550,000 Class A Ordinary Shares, and (b) 64,000 Class A Ordinary Shares represented by ADSs. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | The Reporting Person is a trustee of the Ting Family Trust, which is the legal owner of 80,680 Class A Ordinary Shares. In his capacity as trustee of the Ting Family Trust, the Reporting Person may, together with Linda Chang Ting, the other trustee of the Ting Family Trust, be deemed to have shared voting and dispositive power with respect to those shares. |
*** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
**** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
26 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
The 2012 MKB Irrevocable Trust | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
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
670,500 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
670,500 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
670,500 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)
0.3%** of Class A Ordinary Shares (representing 0.2%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
* | Consists of (a) 550,000 Class A Ordinary Shares, and (b) 120,500 Class A Ordinary Shares represented by ADSs. Michael Chang is the trustee of the Reporting Person, and in his capacity as trustee he may be deemed to have sole voting and dispositive power with respect to the 675,500 Class A Ordinary Shares owned by the Reporting Person. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
27 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Ting Childrens Irrevocable Trust | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
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
192,000 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
192,000 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,000 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)
0.1%** of Class A Ordinary Shares (representing 0.0%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
* | Michael Chang is the trustee of the Reporting Person, and in his capacity as trustee he may be deemed to have sole voting and dispositive power with respect to the 192,000 Class A Ordinary Shares owned by the Reporting Person. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
28 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Michael Chang | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
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
862,500 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
862,500 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
862,500 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)
0.3%** of Class A Ordinary Shares (representing 0.2%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | Michael Chang is the trustee of (i) The 2012 MBK Irrevocable Trust, which is the legal owner of 670,500 Class A Ordinary Shares, and (ii) the Ting Childrens Irrevocable Trust, which is the legal owner of 192,000 Class A Ordinary Shares, and in his capacity as trustee he may be deemed to have sole voting and dispositive power with respect to the Class A Ordinary Shares owned by The 2012 MBK Irrevocable Trust and the Ting Childrens Irrevocable Trust. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
29 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Ting Family Trust | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
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
80,680 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
80,680 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,680 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)
0.0%** of Class A Ordinary Shares (representing 0.0%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
* | Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | David Hsiaoming Ting is a trustee of the Reporting Person, which is the legal owner of 80,680 Class A Ordinary Shares. In his capacity as trustee of the Reporting Person, Mr. Ting may, together with Linda Chang Ting, the other trustee of the Reporting Person, be deemed to have shared voting and dispositive power with respect to those shares. |
*** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
**** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
30 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Linda Chang Ting | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
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
80,680 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
80,680 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,680 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)
0.0%** of Class A Ordinary Shares (representing 0.0%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | The Reporting Person is a trustee of the Ting Family Trust, which is the legal owner of 80,680 Class A Ordinary Shares. In her capacity as trustee of the Reporting Person, Ms. Ting may, together with David Hsiaoming Ting, the other trustee of the Reporting Person, be deemed to have shared voting and dispositive power with respect to those shares. |
*** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
**** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
31 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Sunshui Hopeson Capital Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
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
0 | ||||
8 | SHARED VOTING POWER
2,211,340 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
2,211,340 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,211,340 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)
0.8%** of Class A Ordinary Shares (representing 0.5%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
CO |
* | Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
32 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Shanghai Yihao Stock Equity Investment Fund Partnership Enterprise (Limited Partnership) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
2,211,340 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
2,211,340 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,211,340 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)
0.8%** of Class A Ordinary Shares (representing 0.5%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
* | The Reporting Person owns a majority of the outstanding ordinary shares of Sunshui Hopeson Capital Limited and may therefore be deemed to have voting and dispositive power with respect to the 2,211,340 Class A Ordinary Shares held by Sunshui Hopeson Capital Limited. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
33 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Hu Junbo | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
2,211,340 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
2,211,340 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,211,340 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)
0.8%** of Class A Ordinary Shares (representing 0.5%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
CO |
* | The Reporting Person is a director of Sunshui Hopeson Capital Limited and owns a majority of the outstanding ordinary shares of Shanghai Yihao Stock Equity Investment Fund Partnership Enterprise (Limited Partnership), which in turn owns a majority of the outstanding shares of Sunshui Hopeson Capital Limited, and consequently the Reporting Person may therefore be deemed to have voting and dispositive power with respect to the 2,211,340 Class A Ordinary Shares held by Sunshui Hopeson Capital Limited. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
34 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Deng Yanbo | |||||
& #x2007;2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
2,211,340 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
2,211,340 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,211,340 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)
0.8%** of Class A Ordinary Shares (representing 0.5%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
CO |
* | The Reporting Person is a director of Sunshui Hopeson Capital Limited and may therefore be deemed to have shared voting and dispositive power with respect to the 2,211,340 Class A Ordinary Shares held by Sunshui Hopeson Capital Limited. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
35 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Peng Chen | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
104,600 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
| |||||
9 | SOLE DISPOSITIVE POWER
104,600 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
104,600 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)
0.0%** of Class A Ordinary Shares (representing 0.0%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | Mr. Peng Chen is an employee of the Group and he owns 104,600 Class A Ordinary Shares based on beneficial ownership of RSUs and Class A Ordinary Shares by exercising options granted to him. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
36 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Jimei Liu | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Permanent resident of the United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
748,600 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
| |||||
9 | SOLE DISPOSITIVE POWER
748,600 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
748,600 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)
0.3%** of Class A Ordinary Shares (representing 0.2%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | Ms. Jimei Liu is an employee of the Group and she owns 748,600 Class A Ordinary Shares based on beneficial ownership of RSUs and Class A Ordinary Shares by exercising options granted to her. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
37 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Mangli Zhang | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Permanent resident of the United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
750,440 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
| |||||
9 | SOLE DISPOSITIVE POWER
750,440 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,440 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)
0.3%** of Class A Ordinary Shares (representing 0.2%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | Ms. Mangli Zhang is an employee of the Group and she owns 750,440 Class A Ordinary Shares based on beneficial ownership of RSUs and Class A Ordinary Shares by exercising options granted to her. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
38 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Yanbing Zhang | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
160,920 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
| |||||
9 | SOLE DISPOSITIVE POWER
160,920 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,920 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)
0.0%** of Class A Ordinary Shares (representing 0.04%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | Mr. Yanbing Zhang is an employee of the Group and he owns 160,920 Class A Ordinary Shares based on beneficial ownership of RSUs and Class A Ordinary Shares by exercising options granted to him. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A O rdinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
39 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Tao Liu | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
26,580 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
| |||||
9 | SOLE DISPOSITIVE POWER
26,580 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,580 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)
0.0%** of Class A Ordinary Shares (representing 0.0%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | Mr. Tao Liu is an employee of the Group and he owns 160,920 Class A Ordinary Shares based on beneficial ownership of RSUs and Class A Ordinary Shares by exercising options granted to him. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024 , the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
40 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Xiaoqing Wang | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
143,600 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
| |||||
9 | SOLE DISPOSITIVE POWER
143,600 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
143,600 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)
0.0%** of Class A Ordinary Shares (representing 0.0%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | Mr. Xiaoqing Wang is an employee of the Group and he owns 143,600 Class A Ordinary Shares based on beneficial ownership of RSUs and Class A Ordinary Shares by exercising options granted to him. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
41 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Lili He | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
40,000 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
| |||||
9 | SOLE DISPOSITIVE POWER
40,000 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000 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)
0.0%** of Class A Ordinary Shares (representing 0.0%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | Ms. Lili He is an employee of the Group and she owns 40,000 Class A Ordinary Shares based on beneficial ownership of RSUs and Class A Ordinary Shares by exercising options granted to her. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated usin g 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
42 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Bo Liu | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Permanent resident of the United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
249,200 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
| |||||
9 | SOLE DISPOSITIVE POWER
249,200 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
249,200 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)
0.0%** of Class A Ordinary Shares (representing 0.0%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | Mr. Bo Liu is a former employee of the Group and he owns 249,200 Class A Ordinary Shares based on beneficial ownership of RSUs and Class A Ordinary Shares by exercising options granted to him. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
43 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Yidong Xu | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
168,660 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
| |||||
9 | SOLE DISPOSITIVE POWER
168,660 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
168,660 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)
0.0%** of Class A Ordinary Shares (representing 0.0%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
44 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Robert Zhu | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
France |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
281,100 Class A Ordinary Shares* | ||||
8 | SHARED VOTING POWER
| |||||
9 | SOLE DISPOSITIVE POWER
281,100 Class A Ordinary Shares* | |||||
10 | SHARED DISPOSITIVE POWER
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
281,100 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)
0.1%** of Class A Ordinary Shares (representing 0.1%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
45 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Broad Street Principal Investments, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK 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
0 | ||||
8 | SHARED VOTING POWER
6,822,700 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
6,822,700 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,822,700 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)
2.6% of Class A Ordinary Shares ** (representing 1.7%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
* | 6,822,700 Class A Ordinary Share are represented by 341,135 ADSs. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
46 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
MBD 2014 Holdings, 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 (see instructions)
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
432,300 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
432,300 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
432,300 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)
0.2% of Class A Ordinary Shares ** (representing 0.1%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
PN |
* | 432,300 Class A Ordinary Share are represented by 21,615 ADSs. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
47 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Stone Street 2014 Holdings, 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 (see instructions)
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
688,980 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
688,980 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
688,980 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)
0.3% of Class A Ordinary Shares ** (representing 0.2%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
PN |
* | 688,980 Class A Ordinary Share are represented by 34,449 ADSs. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
48 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Bridge Street 2014 Holdings, 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 (see instructions)
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
1,379,300 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,379,300 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,379,300 Class A Ordinary Shares* | |||||
12 | < td valign="top" colspan="5" style="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% of Class A Ordinary Shares ** (representing 0.3%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
PN |
* | 1,379,300 Class A Ordinary Share are represented by 68,965 ADSs. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
49 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
The Goldman Sachs Group, Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
AF and OO | |||||
5 | CHECK 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
0 | ||||
8 | SHARED VOTING POWER
9,332,420 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
9,332,420 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,332,420 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)
3.6% of Class A Ordinary Shares ** (representing 2.3%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
HC-CO |
* | By virtue of being a controlling entity of Broad Street Principal Investments, L.L.C. (Broad Street), MBD 2014 Holdings, L.P. (MBD 2014), Stone Street 2014 Holdings, L.P. (Stone Street) and Bridge Street 2014 Holdings, L.P. (Bridge Street), the Reporting Person may be deemed to have the shared voting and dispositive power with respect to these shares. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
50 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Goldman Sachs & Co. LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
AF and OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
9,332,420 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
9,332,420 Class A Ordinary Shares* < /td> |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,332,420 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)
3.6% of Class A Ordinary Shares ** (representing 2.3%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
* | Goldman Sachs Asset and Wealth Management Growth Investment Committee is a controlling entity of Broad Street, MBD 2014, Stone Street and Bridge Street, and it exercises the authority of Goldman Sachs & Co. LLC in managing the investment in the Company. As such, the Reporting Person may be deemed to have the shared voting and dispositive power with respect to these shares. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
51 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Genesis Capital Enterprise Inc | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
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
0 | ||||
8 | SHARED VOTING POWER
3,959,760 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
3,959,760 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,959,760 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)
1.5% of Class A Ordinary Shares ** (representing 1.0%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
CO |
* | 3,959,760 Class A Ordinary Share are represented by 197,988 ADSs. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
52 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Mingxia Fu | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
3,959,760 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,959,760 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,959,760 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)
1.5% of Class A Ordinary Shares ** (representing 1.0%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IN |
* | 3,959,760 Class A Ordinary Share are represented by 197,988 ADSs which are held by Genesis Capital Enterprise Inc. The Reporting Person is a director and asset manager of Genesis Capital Enterprise Inc and may therefore be deemed to have shared voting and dispositive power with respect to these shares. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
53 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
CBLC Investment Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
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
0 | ||||
8 | SHARED VOTING POWER
14,373,711 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
14,373,711 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,373,711 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)
5.5% of Class A Ordinary Shares ** (representing 3.6%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
CO |
* | Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
54 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Citron PE Funds II Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
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
14,373,711 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
14,373,711 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,373,711 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)
5.5% of Class A Ordinary Shares ** (representing 3.6%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
CO |
* | The Reporting Person controls CBLC Investment Limited through a series of intermediary entities and may therefore be deemed to have voting and dispositive power with respect to the 14,373,711 Class A Ordinary Shares held by CBLC Investment Limited. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
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CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
CCAP Best Logistics 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 (see instructions)
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
0 | ||||
8 | SHARED VOTING POWER
4,422,681 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
4,422,681 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,422,681 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)
1.7% of Class A Ordinary Shares ** (representing 1.1%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
CO |
* | Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
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CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
CDIB Capital Investment I Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
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
0 | ||||
8 | SHARED VOTING POWER
1,500,000 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
1,500,000 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 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)
0.6% of Class A Ordinary Shares ** (representing 0.4%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
CO |
* | 1,500,000 Class A Ordinary Share are represented by 75,000 ADSs. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
57 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
KGI Financial Holding Co., Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Taiwan |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
5,922,681 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
5,922,681 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,922,681 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)
2.3% of Class A Ordinary Shares ** (representing 1.5%*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
CO |
* | The Reporting Person is the ultimate beneficial owner of CCAP Best Logistics Holdings Limited and CDIB Capital Investment I Limited. As such, the Reporting Person may be deemed to have voting and dispositive power with respect to the 4,422,681 Class A Ordinary Shares held by CCAP Best Logistics Holdings Limited and the 75,000 ADSs, representing 1,500,000 Class A Ordinary Shares, held by CDIB Capital Investment I Limited. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
58 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Shanghai Guangshi Investment Center (Limited Partnership) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
9,478,180 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
9,478,180 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,478,180 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)
3.62% of Class A Ordinary Shares ** (representing 2.35 %*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
CO |
* | 9,478,180 Class A Ordinary Share are represented by 473,909 ADSs. Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
59 / 125
CUSIP No. 08653C106 | 13D/A |
1 |
NAMES OF REPORTING PERSONS
Everbright (Tianjin) Industrial Investment Fund Management Co., Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
9,478,180 Class A Ordinary Shares* | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
9,478,180 Class A Ordinary Shares* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,478,180 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)
3.62% of Class A Ordinary Shares ** (representing 2.35 %*** of the total issued and outstanding ordinary shares of the Issuer) | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
CO |
* | The Reporting Person is the general partner of Shanghai Guangshi Investment Center (Limited Partnership). As such, the Reporting Person may be deemed to have voting and dispositive power with respect to the 9,478,180 Class A Ordinary Shares held by Shanghai Guangshi Investment Center (Limited Partnership). Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
** | This percentage is calculated using 261,648,452 Class A Ordinary Shares as the denominator, which is equal to the total number of Class A Ordinary Shares issued and outstanding as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024. |
*** | This percentage is calculated using 403,514,399 ordinary shares as the denominator, which is equal to the total number of issued and outstanding ordinary shares of all classes of the Issuer as of February 29, 2024, the date of the Issuers annual report for fiscal year 2023, which was reported on the Issuers current report on Form 20-F furnished on April 30, 2024, including (a) 261,648,452 Class A Ordinary Shares, (b) 94,075,249 Class A Ordinary Shares assumed to be converted from all Class B Ordinary Shares at a conversion rate of 1:1, and (c) 47,790,698 Class A Ordinary Shares assumed to be converted from all Class C Ordinary Shares at a conversion rate of 1:1. |
60 / 125
This amendment to Schedule 13D (this Amendment) constitutes Amendment No. 2 to the Schedule 13D filed with the SEC on November 6, 2023 with respect to Class A Ordinary Shares of the Issuer on behalf of Shao-Ning Johnny Chou, George Chow, AGHL, AIL, Alibaba.com Hong Kong Limited (AHKL), Ali CN, CIL, BJ Russell, Hung Chris Hui and Yahong Liang as amended by an Amendment No.1 filed with the SEC on June 21, 2024 (collectively, the Original Schedule 13D, and the Original Schedule 13D together with this Amendment, the Statement) with respect to Class A Ordinary Shares of the Issuer on behalf of Shao-Ning Johnny Chou, George Chow, AGHL, AIL, AHKL, ACL, Ali CN, CIL, BJ Russell, Hung Chris Hui, Yahong Liang, IDG-Accel China Capital II L.P., IDG-Accel China Capital II Associates L.P., IDG-Accel China Capital II Investors L.P., IDG-Accel China Capital GP II Associates Ltd., Quan Zhou and Chi Sing Ho.
This Amendment constitutes Amendment No. 6 to the Schedule 13D as originally filed by AGHL and AIL with the SEC on September 29, 2017, as further amended by Amendment No. 1 thereto filed by AGHL, AIL, Ali CN, Cainiao and CIL with the SEC on October 19, 2017, Amendment No. 2 thereto filed by AGHL, AIL, Ali CN, Cainiao and CIL with the SEC on September 19, 2019, Amendment No. 3 thereto filed by AGHL, AIL, AHKL, Ali CN, Cainiao and CIL with the SEC on June 3, 2020, Amendment No. 4 thereto filed by AGHL, AIL, AHKL, Ali CN, Cainiao and CIL with the SEC on November 6, 2023 and Amendment No. 5 thereto filed by AGHL, AIL, AHKL, ACL, Ali CN, Cainiao and CIL with the SEC on June 21, 2024.
This Amendment also constitutes the initial Schedule 13D filed by Peng Chen, Jimei Liu, Mangli Zhang, Yanbing Zhang, Tao Liu, Xiaoqing Wang, Lili He, Bo Liu, Yidong Xu, Robert Zhu, Broad Street Principal Investments, L.L.C., MBD 2014 Holdings, L.P., Stone Street 2014 Holdings, L.P., Bridge Street 2014 Holdings, L.P., The Goldman Sachs Group, Inc., Goldman Sachs & Co. LLC, Genesis Capital Enterprise Inc, Mingxia Fu, CBLC Investment Limited, Citron PE Funds II Limited, CCAP Best Logistics Holdings Limited, CDIB Capital Investment I Limited, KGI Financial Holding Co., Ltd., Shanghai Guangshi Investment Center (Limited Partnership) and Everbright (Tianjin) Industrial Investment Fund Management Co., Ltd. with respect to the Class A Ordinary Shares of the Issuer.
Unless otherwise stated herein, the Original Schedule 13D remains in full force and effect. Terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in the Original Schedule 13D.
Mr. Chou previously reported his beneficial ownership of the ordinary shares of the Issuer on Schedule 13Gs filed by Mr. Chou with the SEC, most recently by Amendment No. 4 to Schedule 13G filed by Mr. Chou with the SEC on December 31, 2023. BJ Russell previously reported its beneficial ownership of the ordinary shares of the Issuer on the Schedule 13G filed by BJ Russell on July 17, 2023. As a result of the events described in Item 4, Mr. Chou and BJ Russell have ceased filing statements on Schedule 13G with respect to the Issuer but may resume reporting their beneficial ownership on Schedule 13G if and when required and eligible to do so.
Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged.
61 / 125
Item 2. Identity and Background.
Item 2 of the Original Schedule 13D is hereby amended and replaced in its entirety as follows:
(1) | Mr. Shao-Ning Johnny Chou is a citizen of the United States of America. Mr. Chou has been a director, and the chairman and chief executive officer of, the Issuer since 2007. The business address of Mr. Chou is c/o BEST Inc., 2nd Floor, Block A, Huaxing Modem Industry Park, No. 18 Tangmiao Road, Xihu District, Hangzhou, Zhejiang Province 310013, Peoples Republic of China. |
(2) | Mr. George Chow is a citizen of Hong Kong. Mr. Chow has been a director, and the chief strategy and investment officer of the Issuer since 2017. The business address of Mr. Chow is c/o BEST Inc., 2nd Floor, Block A, Huaxing Modern Industry Park, No. 18 Tangmiao Road, Xihu District, Hangzhou, Zhejiang Province 310013, Peoples Republic of China. |
(3) | Alibaba Group Holding Limited (AGHL) is an exempted company incorporated under the laws of the Cayman Islands and a public company listed on the New York Stock Exchange and The Stock Exchange of Hong Kong Limited. AGHL is a holding company of six major business groups: Taobao and Tmall Group, Alibaba International Digital Commerce Group, Cloud Intelligence Group, Local Services Group, Cainiao Smart Logistics Network Limited, and Digital Media and Entertainment Group, operating online and mobile commerce, local consumer services, logistics, cloud services, digital media and entertainment, along with various other businesses. The business address of AGHL is 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. |
(4) | Alibaba Investment Limited (AIL) is a company organized under the laws of the British Virgin Islands. AIL is a direct wholly-owned subsidiary of AGHL, and principally engages in investment activities on behalf of AGHL. The business address of AIL is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. |
(5) | Alibaba.com China Limited (ACL) is a company organized under the laws of Hong Kong. ACL is a wholly-owned subsidiary of AGHL, and principally engages in the provision of internet content, software and technology services, trading of information technology products, marketing and other group administrative services. The business address of ACL is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. |
(6) | Ali CN Investment Holding Limited (Ali CN) is a company organized under the laws of the British Virgin Islands. Ali CN is a direct wholly-owned subsidiary of AGHL, and principally engages in investment activities on behalf of AGHL. The business address of Ali CN is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. |
(7) | Cainiao Smart Logistics Network Limited (Cainiao) is an exempt company organized under the laws of the Cayman Islands. Through its subsidiaries and variable interest entities, Cainiao operates e-commerce logistics business based on its smart logistics network and provides cross-border e-commerce logistics services globally. The business address of Cainiao is North Cainiao Post Station, No. 501 Fengxin Road, Yuhang District, Hangzhou, Zhejiang Province, Peoples Republic of China 310000. |
(8) | Cainiao Smart Logistics Investment Limited (CIL) is a company organized under the laws of the British Virgin Islands, and is a direct wholly-owned subsidiary of Cainiao. CIL principally engages in investment activities on behalf of Cainiao. The business address of CIL is North Cainiao Post Station, No. 501 Fengxin Road, Yuhang District, Hangzhou, Zhejiang Province, Peoples Republic of China 310000. |
(9) | BJ Russell Holdings Limited is a company organized under the laws of the British Virgin Islands. Its business address is Mandar House, 3rd Floor, Johnsons Ghut, Tortola, British Virgin Islands. |
(10) | Hung Chris Hui is a citizen of the Peoples Republic of China, and is the sole shareholder of BJ Russell. His business address is Mandar House, 3rd Floor, Johnsons Ghut, Tortola. British Virgin Islands. |
62 / 125
(11) | Yahong Liang is a citizen of the Peoples Republic of China, and is the sole director of BJ Russell. Her business address is Mandar House, 3rd Floor, Johnsons Ghut, Tortola, British Virgin Islands. As the sole director of BJ Russell, Ms. Liang may be deemed to beneficially own all of the Class A Ordinary Shares held by BJ Russell, but she hereby expressly disclaims beneficial ownership of any such shares. |
(12) | IDG-Accel China Capital II L.P. is a limited partnership organized under the laws of the Cayman Islands with its principal business in investment holding. Its business address is Unit 5505, The Center, 99 Queens Road Central, Hong Kong. |
(13) | IDG-Accel China Capital II Associates L.P. is a limited partnership organized under the laws of the Cayman Islands with its principal business in investment holding. Its business address is Unit 5505, The Center, 99 Queens Road Central, Hong Kong. It is the general partner of IDG-Accel China Capital II L.P. |
(14) | IDG-Accel China Capital II Investors L.P. is a limited partnership organized under the laws of the Cayman Islands with its principal business in investment holding. Its business address is Unit 5505, The Center, 99 Queens Road Central, Hong Kong. |
(15) | IDG-Accel China Capital GP II Associates Ltd. is a company organized under the laws of the Cayman Islands with its principal business in investment holding. Its business address is Unit 5505, The Center, 99 Queens Road Central, Hong Kong. It is the ultimate general partner of IDG-Accel China Capital II L.P. and IDG-Accel China Capital II Investors L.P. Mr. Chi Sing Ho and Mr. Quan Zhou are shareholders and the two directors of IDG-Accel China Capital GP II Associates Ltd. |
(16) | Quan Zhou is a citizen of the United States of America. His business address is Unit 5505, The Center, 99 Queens Road Central, Hong Kong. The principal occupation of Mr. Quan Zhou is private equity investment and portfolio management. |
(17) | Chi Sing Ho is a cit izen of Canada. His business address is Unit 5505, The Center, 99 Queens Road Central, Hong Kong. The principal occupation of Mr. Chi Sing Ho is private equity investment and portfolio management. |
(18) | Shaohan Joe Chou is a citizen of the United States of America. His address is 9 Hawkes Court, Bridgewater NJ 08807-2305, United States of America. |
(19) | David Hsiaoming Ting is a citizen of the United States of America. His address is 248 Polhemus Ave., Atherton CA 94027, United States of America. |
(20) | The 2012 MKB Irrevocable Trust is a trust formed under the laws of the State of California, the United States of America. The trustee of the trust is Michael Chang, a citizen of the United States of America, and his address is 26228 Scarff Way, Los Altos Hills CA 94022, United States of America. |
(21) | The Ting Childrens Irrevocable Trust is a trust formed under the laws of the State of California, the United States of America. The trustee of the trust is Michael Chang, a citizen of the United States of America, and his address is 26228 Scarff Way, Los Altos Hills CA 94022, United States of America. |
(22) | The Ting Family Trust is a trust formed under the laws of the State of California, the United States of America. The trustees of the trust are David Hsiaoming Ting, and Linda Chang Ting. Their address is 248 Polhemus Ave., Atherton CA 94027, United States of America. |
(23) | Michael Chang is a citizen of the United States of America, and his address is 26228 Scarff Way, Los Altos Hills CA 94022, United States of America. |
(24) | Linda Chang Ting is a citizen of the United States of America. Her address is 248 Polhemus Ave., Atherton CA 94027, United States of America. |
(25) | Sunshui Hopeson Capital Limited is a company organized under the laws of the British Virgin Islands. Its business address is Unit 710, 7/F., Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong. |
(26) | Shanghai Yihao Stock Equity Investment Fund Partnership Enterprise (Limited Partnership) is a limited partnership organized under the laws of the Peoples Republic of China. Its business address is Unit 710, 7/F., Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong. |
(27) | Hu Junbo is a citizen of Hong Kong. His business address is Unit 710, 7/F., Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong. |
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(28) | Deng Yanbo is a citizen of the Peoples Republic of China. His business address is Unit 710, 7/F., Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong. |
(29) | Peng Chen is a citizen of the Peoples Republic of China. His business address is BEST Inc., 2nd Floor, Block A, Huaxing Modem Industry Park, No. 18 Tangmiao Road, Xihu District, Hangzhou, Zhejiang Province 310013, Peoples Republic of China. |
(30) | Jimei Liu is a permanent resident of the United States of America. Her business address is BEST Inc., 2nd Floor, Block A, Huaxing Modem Industry Park, No. 18 Tangmiao Road, Xihu District, Hangzhou, Zhejiang Province 310013, Peoples Republic of China. |
(31) | Mangli Zhang is a permanent resident of the United States of America. Her business address is BEST Inc., 2nd Floor, Block A, Huaxing Modem Industry Park, No. 18 Tangmiao Road, Xihu District, Hangzhou, Zhejiang Province 310013, Peoples Republic of China. |
(32) | Yanbing Zhang is a citizen of the Peoples Republic of China. His business address is BEST Inc., 2nd Floor, Block A, Huaxing Modem Industry Park, No. 18 Tangmiao Road, Xihu District, Hangzhou, Zhejiang Province 310013, Peoples Republic of China. |
(33) | Tao Liu is a citizen of the Peoples Republic of China. His business address is BEST Inc., 2nd Floor, Block A, Huaxing Modem Industry Park, No. 18 Tangmiao Road, Xihu District, Hangzhou, Zhejiang Province 310013, Peoples Republic of China. |
(34) | Xiaoqing Wang is a citizen of the Peoples Republic of China. His business address is BEST Inc., 2nd Floor, Block A, Huaxing Modem Industry Park, No. 18 Tangmiao Road, Xihu District, Hangzhou, Zhejiang Province 310013, Peoples Republic of China. |
(35) | Lili He is a citizen of the Peoples Republic of China. Her business address is BEST Inc., 2nd Floor, Block A, Huaxing Modem Industry Park, No. 18 Tangmiao Road, Xihu District, Hangzhou, Zhejiang Province 310013, Peoples Republic of China. |
(36) | Bo Liu is a permanent resident of the United States of America. His business address is 14662 Franklin Ave. H, Tustin CA 92780, United States of America. |
(37) | Yidong Xu is a citizen of the Peoples Republic of China. His business address is Room 2402, Bund International Mansion, Lucheng District, Wenzhou City, Zhejiang Province, Peoples Republic of China. |
(38) | Robert Zhu is a citizen of France. His business address is Room 3-210 Cathay View, No. 1 Guantang East Road, Beijing 100102, Peoples Republic of China. |
(39) | Broad Street Principal Investments, L.L.C. is a limited liability company organized under the laws of Delaware. Its business address is 200 West Street, New York, NY 10282, United States of America. |
(40) | MBD 2014 Holdings, L.P. is a limited partnership organized under the laws of the Cayman Islands. Its business address is 200 West Street, New York, NY 10282, United States of America. |
(41) | Stone Street 2014 Holdings, L.P. is a limited partnership organized under the laws of the Cayman Islands. Its business address is 200 West Street, New York, NY 10282, United States of America. |
(42) | Bridge Street 2014 Holdings, L.P. is a limited partnership organized under the laws of the Cayman Islands. Its business address is 200 West Street, New York, NY 10282, United States of America. |
(43) | The Goldman Sachs Group, Inc. (Goldman Sachs Group) is a company organized under the laws of Delaware. Its business address is 200 West Street, New York, NY 10282, United States of America. |
(44) | Goldman Sachs & Co. LLC (Goldman Sachs) is a limited liability company organized under the laws of New York. Its business address is 200 West Street, New York, NY 10282, United States of America. |
(45) | Genesis Capital Enterprise Inc (Genesis Capital) is a company organized under the laws of the British Virgin Islands. Its business address is Vistra (BVI) Limited of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. |
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(46) | Mingxia Fu is a citizen of Hong Kong. His business address is Suite 3102, Two Exchange Square 8 Connaught Place, Central, Hong Kong. |
(47) | CBLC Investment Limited (CBLC) is a company organized under the laws of the British Virgin Islands. Its business address is Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands. |
(48) | Citron PE Funds II Limited (Citron) is a company organized under the laws of the Cayman Islands. Its business address is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
(49) | CCAP Best Logistics Holdings Limited (CCAP) is a company organized under the laws of the British Virgin Islands. Its business address is OMC Chambers, Wickhams Cay 1, Road Town Tortola British Virgin Islands. |
(50) | CDIB Capital Investment I Limited (CDIB) is a company organized under the laws of the British Virgin Islands. Its business address is CITGO B.V.I. LIMITED of Flemming House, P.O. Box 662, Wickhams Cay, Road Town, Tortola, VG1110 British Virgin Islands. |
(51) | KGI Financial Holding Co., Ltd. is a company organized under the laws of Taiwan. Its business address is No. 135, Dunhua N. Rd, Songshan Dist. Taipei City 105, Taiwan. |
(52) | Shanghai Guangshi Investment Center (Limited Partnership) is a limited partnership organized under the laws of the Peoples Republic of China. Its business address is Room 368, Part 302, 211 North Futer Road, China (Shanghai) Pilot Free Trade Zone, Shanghai, the Peoples Republic of China. |
(53) | Everbright (Tianjin) Industrial Investment Fund Management Co., Ltd. is a company incorporated under the laws of the Peoples Republic of China. Its business address is No. 83, Qiwei Road, Dawangzhuang, East District (Room 604, 6th Floor, Section C), Tianjin, Peoples Republic of China. |
This Statement is being filed jointly by and on behalf of the persons listed in (1) through (53) (each a Reporting Person and collectively the Reporting Persons) pursuant to Rule 13d-1(k) under Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act). The Reporting Persons may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Proposed Transaction described in Item 4 of this Statement. Except as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership for all purposes of the Class A Ordinary Shares, Class B Ordinary Shares, Class C Ordinary Shares and ADSs held by each other Reporting Person.
The agreement between the Reporting Persons relating to the joint filing of this Statement is attached hereto as Exhibit 99.10. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-l(k).
The name, business address, present principal occupation or employment and citizenship of each of the directors and executive officers of the Reporting Persons as of the date hereof, if any, is set forth on Schedules A-l through A-17.
None of the Reporting Persons and, to the best of their knowledge, none of the persons listed on Schedule A-l through A-17 hereto, has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) except as set forth below, been 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.
On October 22, 2020, Goldman Sachs Group entered into an order instituting cease and desist proceedings with the SEC, which alleged Goldman Sachs Group failed to reasonably maintain a sufficient system of internal accounting controls between 2012 and 2015 with respect to the process by which it reviewed and approved the commitment of firm capital in large, significant and complex transitions, such as the three bond offerings for 1Malaysia Development Berhad (1MDB), and that documentation prepared in connection with the 1MDB transactions did not accurately reflect certain aspects of the bond offerings, including the involvement of a third party intermediary in the offerings. Goldman Sachs Group has agreed to pay a civil money penalty in the amount of $400,000,000 and disgorgement of $606,300,000.
On September 27, 2022, the SEC entered an order in which it settled charges against Goldman Sachs for violating certain recordkeeping and supervisory provisions of the Exchange Act by failing to maintain or preserve certain written business communications that were conducted on unapproved communication methods and failing to implement its policies and procedures that prohibit such communications. Goldman Sachs has agreed to pay a civil monetary penalty in the amount of $125,000,000 to the SEC in connection with these charges. Also on September 27, 2022, the Commodity Futures Trading Commission (the CFTC) issued an order filing and settling charges with Goldman Sachs for failing to maintain, preserve or produce records that were required to be kept under CFTC recordkeeping requirements and failing to diligently supervise matters related to its business as a CFTC registrant. Goldman Sachs has agreed to pay a civil monetary penalty of $75,000,000 to the CFTC.
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On September 22, 2023, Goldman Sachs entered into a settlement with the SEC to resolve charges that, from November 2012 through March 2022, Goldman Sachs submitted at least 22,192 blue sheets to the SEC that inaccurately reported one or more of 43 separate types of issues that impacted its electronic blue sheets reporting. Under the SEC settlement, Goldman Sachs agreed to pay $6 million to the SEC and to cease and desist from violating recordkeeping provisions of the Exchange Act and SEC regulations. On the same day, Goldman Sachs entered into a settlement with Financial Industry Regulatory Authority (FINRA) to resolve similar charges. Under the FINRA settlement, Goldman Sachs consented to a censure and paid a fine of $6 million.
Item 4. Purpose of Transactio n.
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
On October 11, 2024 each of Peng Chen, Jimei Liu, Mangli Zhang, Yanbing Zhang, Tao Liu, Xiaoqing Wang, Lili He, Bo Liu, Yidong Xu, Robert Zhu, Broad Street, MBD 2014, Stone Street, Bridge Street, Genesis Capital, CBLC, CCAP, CDIB and Shanghai Guangshi Investment Center (Limited Partnership) executed and delivered a Joinder Agreement to the Interim Consortium Agreement, pursuant to which each of the above persons became a party to the Interim Consortium Agreement.
On October 11, 2024 each of Peng Chen, Jimei Liu, Mangli Zhang, Yanbing Zhang, Tao Liu, Xiaoqing Wang, Lili He, Bo Liu, Yidong Xu, Robert Zhu, Broad Street, MBD 2014, Stone Street, Bridge Street, Genesis Capital, CBLC, CCAP, CDIB and Shanghai Guangshi Investment Center (Limited Partnership) executed and delivered a Joinder Agreement to the Rollover and Contribution Agreement, pursuant to which each of the above persons became a party to the Rollover and Contribution Agreement.
For the purposes of the Statement, and where the context so provides, all references to the Consortium Members shall be deemed to include Peng Chen, Jimei Liu, Mangli Zhang, Yanbing Zhang, Tao Liu, Xiaoqing Wang, Lili He, Bo Liu, Yidong Xu, Robert Zhu, Broad Street, MBD 2014, Stone Street, Bridge Street, Genesis Capital, CBLC, CCAP, CDIB and Shanghai Guangshi Investment Center (Limited Partnership).
Item 5. Interest in Securities of the Issuer.
Paragraph (d) of Item 5 of the Original Schedule 13D is hereby amended and replaced in its entirety as follows:
Except for clients of Goldman Sachs or another investment advisor subsidiary of Goldman Sachs Group who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, ordinary shares, if any, held in client accounts, no person, other than the Reporting Persons are known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any ordinary shares beneficially owned by the Reporting Persons and described in this Item 5.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.10 | Joint Filing Agreement, dated October 11, 2024 | |
Exhibit 99.11 | Form of Joinder Agreement to Interim Consortium Agreement | |
Exhibit 99.12 | Form of Joinder Agreement to Rollover and Contribution Agreement | |
Exhibit 99.13 | Power of Attorney relating to Broad Street Principal Investments, L.L.C. | |
Exhibit 99.14 | Power of Attorney relating to MBD 2014 Holdings, L.P. | |
Exhibit 99.15 | Power of Attorney relating to Stone Street 2014 Holdings, L.P. | |
Exhibit 99.16 | Power of Attorney relating to Bridge Street 2014 Holdings, L.P. | |
Exhibit 99.17 | Power of Attorney relating to The Goldman Sachs Group, Inc. (incorporated by reference to Exhibit 99.9 (with respect to Power of Attorney relating to The Goldman Sachs Group, Inc. only) to the Schedule 13D/A filed by certain reporting persons thereto with the SEC on June 17, 2024 in respect of Class A Common Stock of Stagwell Inc.) | |
Exhibit 99.18 | Power of Attorney relating to Goldman Sachs & Co. LLC (incorporated by reference to Exhibit 99.9 (with respect to Power of Attorney relating to Goldman Sachs & Co. LLC only) to the Schedule 13D/A filed by certain reporting persons thereto with the SEC on June 17, 2024 in respect of Class A Common Stock of Stagwell Inc.) |
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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.
Date: October 11, 2024
Shao-Ning Johnny Chou | ||
By: | /s/ Shao-Ning Johnny Chou |
George Chow | ||
By: | /s/ George Chow |
67 / 125
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.
Date: October 11, 2024
Alibaba Group Holding Limited | ||
By: | /s/ Jinwei Zhang | |
Name: | Jinwei Zhang | |
Title: | Authorized Signatory |
68 / 125
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.
Date: October 11, 2024
Alibaba Investment Limited | ||
By: | /s/ Lei Jin | |
Name: | Lei Jin | |
Title: | Authorized Signatory |
69 / 125
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.
Date: October 11, 2024
Alibaba.com China Limited | ||
By: | /s/ Lei Jin | |
Name: | Lei Jin | |
Title: | Authorized Signatory |
70 / 125
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.
Date: October 11, 2024
Ali CN Investment Holding Limited | ||
By: | /s/ Lei Jin | |
Name: | Lei Jin | |
Title: | Authorized Signatory |
71 / 125
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.
Date: October 11, 2024
Cainiao Smart Logistics Network Limited | ||
By: | /s/ Lin Wan | |
Name: | Lin Wan | |
Title: | Director |
72 / 125
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.
Date: October 11, 2024
Cainiao Smart Logistics Investment Limited | ||
By: | /s/ Lin Wan | |
Name: | Lin Wan | |
Title: | Director |
73 / 125
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.
Date: October 11, 2024
BJ Russell Holdings Limited | ||
By: | /s/ Yahong Liang | |
Name: | Yahong Liang | |
Title: | Authorized Signatory |
Hung Chris Hui | ||
By: | /s/ Hung Chris Hui |
Yahong Liang | ||
By: | /s/ Yahong Liang |
74 / 125
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.
Date: October 11, 2024
IDG-Accel China Capital II L.P. | ||
By: | IDG-Accel China Capital II Associates L.P., its General Partner | |
By: | IDG-Accel China Capital GP II Associates Ltd., its General Partner | |
By: | /s/ Quan ZHOU | |
Name: | Quan ZHOU | |
Title: | Authorized Signatory |
IDG-Accel China Capital II Investors L.P. | ||
By: | IDG-Accel China Capital GP II Associates Ltd., its General Partner | |
By: | /s/ Quan ZHOU | |
Name: | Quan ZHOU | |
Title: | Authorized Signatory |
IDG-Accel China Capital II Associates L.P. | ||
By: | IDG-Accel China Capital GP II Associates Ltd., its General Partner | |
By: | /s/ Quan ZHOU | |
Name: | Quan ZHOU | |
Title: | Authorized Signatory |
IDG-Accel China Capital GP II Associates Ltd. | ||
By: | /s/ Quan ZHOU | |
Name: | Quan ZHOU | |
Title: | Authorized Signatory |
By: | /s/ Quan Zhou | |
Name: | Quan Zhou |
By: | /s/ Chi Sing Ho | |
Name: | Chi Sing Ho |
75 / 125
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.
Date: October 11, 2024
Shaohan Joe Chou | ||
By: | /s/ Shaohan Joe Chou |
76 / 125
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.
Date: October 11, 2024
David Hsiaoming Ting | ||
By: | /s/ David Hsiaoming Ting |
77 / 125
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.
Date: October 11, 2024
The 2012 MKB Irrevocable Trust | ||
By: | /s/ Michael Chang | |
Name: | Michael Chang | |
Title: | Authorized Signatory |
78 / 125
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.
Date: October 11, 2024
Ting Childrens Irrevocable Trust | ||
By: | /s/ Michael Chang | |
Name: | Michael Chang | |
Title: | Authorized Signatory |
79 / 125
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.
Date: October 11, 2024
Ting Family Trust | ||
By: | /s/ David Ting | |
Name: | David Ting | |
Title: | Authorized Signatory |
80 / 125
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.
Date: October 11, 2024
Michael Chang | ||
By: | /s/ Michael Chang |
81 / 125
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.
Date: October 11, 2024
Linda Chang Ting | ||
By: | /s/ Linda Chang Ting |
82 / 125
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.
Date: October 11, 2024
Sunshui Hopeson Capital Limited | ||
By: | /s/ Deng Yanbo | |
Name: | Deng Yanbo | |
Title: | Authorized Signa tory |
Shanghai Yihao Stock Equity Investment Fund Partnership Enterprise (Limited Partnership) | ||
By: | /s/ Deng Yanbo | |
Name: | Deng Yanbo | |
Title: | Authorized Signatory |
Hu Junbo | ||
By: | /s/ Hu Junbo |
Deng Yanbo | ||
By: | /s/ Deng Yanbo |
83 / 125
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.
Date: October 11, 2024
Peng Chen | ||
By: | /s/ Peng Chen |
84 / 125
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.
Date: October 11, 2024
Jimei Liu | ||
By: | /s/ Jimei Liu |
85 / 125
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.
Date: October 11, 2024
Mangli Zhang | ||
By: | /s/ Mangli Zhang |
86 / 125
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.
Date: October 11, 2024
Yanbing Zhang | ||
By: | /s/ Yanbing Zhang |
87 / 125
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.
Date: October 11, 2024
Tao Liu | ||
By: | /s/ Tao Liu |
88 / 125
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.
Date: October 11, 2024
Xiaoqing Wang | ||
By: | /s/ Xiaoqing Wang |
89 / 125
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.
Date: October 11, 2024
Lili He | ||
By: | /s/ Lili He |
90 / 125
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.
Date: October 11, 2024
Bo Liu | ||
By: | /s/ Bo Liu |
91 / 125
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.
Date: October 11, 2024
Yidong Xu | ||
By: | /s/ Yidong Xu |
92 / 125
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.
Date: October 11, 2024
Robert Zhu | ||
By: | /s/ Robert Zhu |
93 / 125
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.
Date: October 11, 2024
Broad Street Principal Investments, L.L.C. | ||
By: | /s/ Crystal Orgill | |
Name: Crystal Orgill | ||
Title: Authorized Signatory |
94 / 125
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.
Date: October 11, 2024
MBD 2014 Holdings, L.P. | ||
By: MBD Advisors, L.L.C., its General Partner | ||
By: | /s/ Crystal Orgill | |
Name: Crystal Orgill | ||
Title: Authorized Signatory |
95 / 125
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.
Date: October 11, 2024
Stone Street 2014 Holdings, L.P. | ||
By: Bridge Street Opportunity Advisors, L.L.C., its General Partner | ||
By: | /s/ Crystal Orgill | |
Name: Crystal Orgill | ||
Title: Authorized Signatory |
96 / 125
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.
Date: October 11, 2024
Bridge Street 2014 Holdings, L.P. | ||
By: Bridge Street Opportunity Advisors, L.L.C., its General Partner | ||
By: | /s/ Crystal Orgill | |
Name: Crystal Orgill | ||
Title: Authorized Signatory |
97 / 125
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.
Date: October 11, 2024
The Goldman Sachs Group, Inc. | ||
By: | /s/ Crystal Orgill | |
Name: | Crystal Orgill | |
Title: | Authorized Signatory |
98 / 125
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.
Date: October 11, 2024
Goldman Sachs & Co. LLC | ||
By: | /s/ Crystal Orgill | |
Name: Crystal Orgill | ||
Title: Authorized Signatory |
99 / 125
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.
Date: October 11, 2024
Genesis Capital Enterprise Inc | ||
By: | /s/ FU Mingxia | |
Name: | FU Mingxia | |
Title: | Authorized Signatory |
100 / 125
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.
Date: October 11, 2024
Mingxia Fu | ||
By: | /s/ Mingxia Fu |
101 / 125
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.
Date: October 11, 2024
CBLC Investment Limited | ||
By: | /s/ WONG Wai Shan | |
Name: | WONG Wai Shan | |
Title: | Authorized Signatory |
102 / 125
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.
Date: October 11, 2024
Citron PE Funds II Limited | ||
By: | /s/ WONG Wai Shan | |
Name: | WONG Wai Shan | |
Title: | Authorized Signatory |
103 / 125
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.
Date: October 11, 2024
CCAP Best Logistics Holdings Limited | ||
By: | /s/ Chan Chi Kwan Karen | |
Name: |
Chan Chi Kwan Karen | |
Title: |
Director |
104 / 125
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.
Date: October 11, 2024
CDIB Capital Investment I Limited | ||
By: | /s/ David Chou | |
Name: | David Chou | |
Title: | Director |
105 / 125
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.
Date: October 11, 2024
KGI Financial Holding Co., Ltd. | ||
(former name China Development Financial Holding Corporation) | ||
By: | /s/ Janet Sheng | |
Name: | Janet Sheng | |
Title: | Authorized Signatory |
106 / 125
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.
Date: October 11, 2024
Shanghai Guangshi Investment Center (Limited Partnership) | ||
By: | /s/ WEIFENG WANG | |
Name: | WEIFENG WANG | |
Title: | Authorized Signatory |
107 / 125
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.
Date: October 11, 2024
Everbright (Tianjin) Industrial Investment Fund Management Co., Ltd. | ||
By: | /s/ WEIFENG WANG | |
Name: | WEIFENG WANG | |
Title: | Authorized Signatory |
108 / 125
SCHEDULE A-1
Directors and Executive Officers of Alibaba Group Holding Limited
The following table sets forth the name, citizenship, business address and present principal occupation of each director and executive officer of Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands (AGHL).
Name and Citizenship |
Present Principal Occupation | |
Directors1 | ||
Joseph C. TSAI, Canada | Chairman of AGHL | |
Eddie Yongming WU, Singapore c/o 969 West Wen Yi Road Yu Hang District, Hangzhou 311121 Peoples Republic of China |
Director and Chief Executive Officer of AGHL | |
J. Michael EVANS, Canada | Director and President of AGHL | |
Maggie Wei WU, Peoples Republic of China | Director of AGHL | |
Jerry YANG, United States of America | Independent Director of AGHL; Founding Partner of AME Cloud Ventures | |
Wan Ling MARTELLO, United States of America | Independent Director of AGHL; Founding Partner of BayPine | |
Weijian SHAN, Peoples Republic of China | Independent Director of AGHL; Executive Chairman and Founder of PAG | |
Irene Yun-Lien LEE, Peoples Republic of China | Independent Director of AGHL; Executive Chairman of Hysan Development Limited | |
Albert Kong Ping NG, Peoples Republic of China | Independent Director of AGHL | |
Kabir MISRA, United States of America | Independent Director of AGHL; Managing Partner at RPS Ventures | |
Executive Officers2 | ||
Toby Hong XU, Peoples Republic of China | Chief Financial Officer of AGHL | |
Jane Fang JIANG, Peoples Republic of China | Chief People Officer of AGHL | |
Sara Siying YU, Peoples Republic of China | General Counsel of AGHL | |
Fan JIANG, Peoples Republic of China | Co-Chairman and Chief Executive Officer of Alibaba International Digital Commerce Group of AGHL | |
Lin WAN, Peoples Republic of China | Chief Executive Officer of Cainiao Smart Logistics Network Limited of AGHL | |
Luyuan FAN, Peoples Republic of China | Chairman and Chief Executive Officer of Digital Media and Entertainment Group of AGHL |
1 | Unless otherwise noted, the business address for each director listed is 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. |
2 | Unless otherwise noted, the business address for each executive officer listed is c/o 969 West Wen Yi Road, Yu Hang District, Hangzhou 311121, Peoples Republic of China. |
SCHEDULE A-2
Directors and Executive Officers of Alibaba Investment Limited
The following table sets forth the names and present principal occupation of each director of Alibaba Investment Limited, a company organized under the laws of the British Virgin Islands (AIL). The business address for each person listed below is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. AIL does not have any executive officers. As used below, the term AGHL refers to Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands.
Name/Citizenship |
Present Principal Occupation | |
Lei JIN, Peoples Republic of China | Senior Director of Legal of AGHL | |
Yik Lam LEE, Peoples Republic of China | Director of Finance of AGHL | |
Yuehong QIN, Peoples Republic of China | Vice President, Corporate Finance of AGHL |
SCHEDULE A-3
Directors and Executive Officers of Alibaba.com China Limited
The following table sets forth the names and present principal occupation of each director of Alibaba.com China Limited, a company organized under the laws of Hong Kong (ACL). The business address for each person listed below is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. ACL does not have any executive officers. As used below, the term AGHL refers to Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands.
Name/Citizenship |
Present Principal Occupation | |
Jinwei ZHANG, Peoples Republic of China |
Company Secretary of AGHL | |
Yik Lam LEE, Peoples Republic of China |
Director of Finance of AGHL |
SCHEDULE A-4
Directors and Executive Officers of Ali CN Investment Holding Limited
The following table sets forth the names and present principal occupation of each director of Ali CN Investment Holding Limited, a company organized under the laws of the British Virgin Islands (Ali CN). The business address for each person listed below is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. Ali CN does not have any executive officers. As used below, the term AGHL refers to Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands.
Name/Citizenship |
Present Principal Occupation | |
Jinwei ZHANG, Peoples Republic of China | Company Secretary of AGHL | |
Yik Lam LEE, Peoples Republic of China | Director of Finance of AGHL |
SCHEDULE A-5
Directors and Executive Officers of Cainiao Smart Logistics Network Limited
The following table sets forth the names and present principal occupation of each director and executive officer of Cainiao Smart Logistics Network Limited, an exempted company incorporated under the laws of the Cayman Islands (Cainiao). The business address for each person listed below is c/o North Cainiao Post Station, No. 501 Fengxin Road, Yuhang District, Hangzhou, Zhejiang Province 310000, Peoples Republic of China. As used below, the term AGHL refers to Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands.
Name/Citizenship |
Present Principal Occupation | |
Joseph C. TSAI, Canada | Chairman of Cainiao; Chairman of AGHL | |
Jane Fang JIANG, Peoples Republic of China | Director of Cainiao | |
Fan JIANG, Peoples Republic of China | Director of Cainiao; Co-Chairman and Chief Executive Officer of Alibaba International Digital Commerce Group of AGHL | |
Lin WAN, Peoples Republic of China | Director and Chief Executive Officer of Cainiao | |
Zheng LIU, Peoples Republic of China | Director and Chief Financial Officer of Cainiao | |
Hong LIU, Peoples Republic of China | Chief People Officer of Cainiao |
SCHEDULE A-6
Directors and Executive Officers of Cainiao Smart Logistics Investment Limited
The following table sets forth the name, business address and present principal occupation of the sole director of Cainiao Smart Logistics Investment Limited, a company organized under the laws of the British Virgin Islands (CIL). The business address for the sole director listed below is c/o North Cainiao Post Station, No. 501 Fengxin Road, Yuhang District, Hangzhou, Zhejiang Province 310000, Peoples Republic of China. CIL does not have any executive officers.
Name/Citizenship |
Present Principal Occupation | |
Lin WAN, Peoples Republic of China | Sole Director of CIL; Director and Chief Executive Officer of Cainiao Smart Logistics Network Limited |
SCHEDULE A-7
Directors and Executive Officers of BJ Russell Holdings Limited
The following table sets forth the name, business address and present principal occupation of the sole director of BJ Russell Holdings Limited, a company organized under the laws of the British Virgin Islands (BJ Russell). The business address for the sole director listed below is Mandar House, 3rd Floor, Johnsons Ghut, Tortola, British Virgin Islands. BJ Russell does not have any executive officers.
Name/Citizenship |
Present Principal Occupation | |
Yahong LIANG, Peoples Republic of China | Sole Director of Russell |
SCHEDULE A-8
Directors and Executive Officers of IDG-Accel China Capital GP II Associates Ltd.
The following table sets forth the names and present principal occupation of each director of IDG-Accel China Capital GP II Associates Ltd., a company organized under the laws of the Cayman Islands (IDG-Accel GP). The business address for each person listed below is Unit 5505, The Center, 99 Queens Road Central, Hong Kong. IDG-Accel GP does not have any executive officers.
Name/Citizenship |
Present Principal Occupation | |
Quan Zhou, United States of America | Director of IDG-Accel GP | |
Chi Sing Ho, Canada | Director of IDG-Accel GP |
SCHEDULE A-9
Directors and Executive Officers of The Goldman Sachs Group, Inc.
The following table sets forth the names and present principal occupation of each director and executive officer of The Goldman Sachs Group, Inc., a company organized under the laws of Delaware. The business address for each person listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282.
Each person is a citizen of the United States of America except for Lakshmi N. Mittal, who is a citizen of India. The present principal occupation or employment of each of the listed persons is set forth below.
Name |
Present Principal Occupation | |
David M. Solomon | Chairman and Chief Executive Officer of The Goldman Sachs Group, Inc. | |
M. Michele Burns | Former Chairman and Chief Executive Officer, Mercer LLC; Former Chief Financial Officer of each of: Marsh & McLennan Companies, Inc., Mirant Corp. and Delta Air Lines, Inc. | |
Denis P. Coleman III | Chief Financial Officer of The Goldman Sachs Group, Inc. | |
Mark A. Flaherty | Former Vice Chairman, Wellington Management Company | |
Sheara J. Fredman | Chief Accounting Officer of The Goldman Sachs Group, Inc. | |
Carey Halio | Global Treasurer of The Goldman Sachs Group, Inc. | |
Kimberley D. Harris | Executive Vice President of Comcast Corporation; General Counsel of NBCUniversal | |
John Hess | Chief Executive Officer of Hess Corporation and Chairman and Chief Executive Officer of Hess Midstream LP | |
Kevin R. Johnson | Former President and Chief Executive Officer, Starbucks Corporation | |
Ellen J. Kullman | Executive Chair, Carbon 3D, Inc. | |
Brian J. Lee | Chief Risk Officer of The Goldman Sachs Group, Inc. | |
Lakshmi N. Mittal | Executive Chairman of ArcelorMittal S.A. | |
Thomas K. Montag | Chief Executive Officer of Rubicon Carbon LLC | |
Peter Oppenheimer | Former Senior Vice President and Chief Financial Officer of Apple, Inc. | |
John F.W. Rogers | Executive Vice President of The Goldman Sachs Group, Inc. | |
Kathryn H. Ruemmler | Chief Legal Officer and General Counsel of The Goldman Sachs Group, Inc. | |
Jan E. Tighe | Former Vice Admiral, United States Navy | |
David A. Viniar | Former Chief Financial Officer of The Goldman Sachs Group, Inc. | |
John E. Waldron | President and Chief Operating Officer of The Goldman Sachs Group, Inc. |
SCHEDULE A-10
Members of Goldman Sachs Asset and Wealth Management Growth Investment Committee
The following table sets forth the names and present principal occupation of each member of the Goldman Sachs Asset and Wealth Management Growth Investment Committee, which exercises the authority of Goldman Sachs & Co. LLC in managing the investment in the Company.
NAME |
PRESENT PRINCIPAL OCCUPATION |
BUSINESS ADDRESS |
CITIZENSHIP | |||
Richard Friedman | Managing Director of Goldman Sachs & Co. LLC | 360 S Rosemary Avenue, Suite 1200, West Palm Beach, Florida, 33401 | United States of America | |||
Michael Bruun | Managing Director of Goldman Sachs International | 25 Shoe Lane, London EC4A 4AU, England | Denmark | |||
Darren Cohen | Managing Director of Goldman Sachs & Co. LLC | 200 West Street, New York, New York 10282 | United States of America | |||
Joe DiSabato | Managing Director of Goldman Sachs & Co. LLC | 555 California Street, 45th Floor, San Francisco, CA 94104 | United States of America | |||
Bradley J. Gross | Managing Director of Goldman Sachs & Co. LLC | 200 West Street, New York, New York 10282 | United States of America | |||
Stephanie Hui | Managing Director of Goldman Sachs (Asia) L.L.C. | Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong | United Kingdom | |||
Adrian M. Jones | Managing Director of Goldman Sachs & Co. LLC | 200 West Street, New York, New York 10282 | Ireland | |||
Hillel Moerman | Managing Director of Goldman Sachs & Co. LLC | 200 West Street, New York, New York 10282 | United States of America | |||
Gregory Olafson | Managing Director of Goldman Sachs & Co. LLC | 200 West Street, New York, New York 10282 | Canada | |||
Kenneth Pontarelli | Managing Director of Goldman Sachs & Co. LLC | 200 West Street, New York, New York 10282 | United States of America | |||
Chris Resch | Managing Director of Goldman Sachs Internation al | 25 Shoe Lane, London EC4A 4AU, England | Germany | |||
Emily Ramsden | Vice President of Goldman Sachs International | 25 Shoe Lane, London EC4A 4AU, England | United Kingdom | |||
Hristo Dimitrov | Managing Director of Goldman Sachs & Co. LLC | 200 West Street, New York, New York 10282 | United States of America | |||
James Nolan | Managing Director of Goldman Sachs & Co. LLC | 200 West Street, New York, New York 10282 | United States of America | |||
Saba Shikari | Managing Director of Goldman Sachs & Co. LLC | 200 West Street, New York, New York 10282 | United States of America | |||
Thomas R. McAndrew | Managing Director of Goldman Sachs & Co. LLC | 200 West Street, New York, New York 10282 | United States of America |
SCHEDULE A-11
Directors and Executive Officers of Genesis Capital Enterprise Inc
The following table sets forth the names and present principal occupation of each director and executive officer of Genesis Capital Enterprise Inc (Genesis Capital), a company organized under the laws of the British Virgin Islands. The business address for each person listed below is Vistra (BVI) Limited of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
Name/Citizenship |
Present Principal Occupation | |
Mingxia FU, Hong Kong | Director and Asset Manager of Genesis Capital | |
LEUNG Wai Man Cathy, Hong Kong | Director and Accountant of Genesis Capital |
SCHEDULE A-12
Directors and Executive Officers of CBLC Investment Limited
The following table sets forth the names and present principal occupation of each director and executive officer of CBLC Investment Limited (CBLC), a company organized under the laws of the British Virgin Islands. The business address for each person listed below is Suite 3201, 32/F., One Pacific Place, 88 Queensway, Admiralty, Hong Kong.
Name/Citizenship |
Present Principal Occupation | |
Yifei Lu, Peoples Republic of China | Director of CBLC | |
Ching Nar Cindy Chan, Hong Kong | Director of CBLC | |
Wai Shan Wong, United Kingdom |
Director of CBLC |
SCHEDULE A-13
Directors and Executive Officers of Citron PE Funds II Limited
The following table sets forth the names and present principal occupation of each director and executive officer of Citron PE Funds II Limited (Citron), a company organized under the laws of the Cayman Islands. The business address for each person listed below is Suite 3201, 32/F., One Pacific Place, 88 Queensway, Admiralty, Hong Kong.
Name/Citizenship |
Present Principal Occupation | |
Nie Lei, Peoples Republic of China | Director of Citron | |
Ching Nar Cindy Chan, Hong Kong | Director of Citron | |
Wai Shan Wong, United Kingdom |
Director of Citron |
SCHEDULE A-14
Directors and Executive Officers of CCAP Best Logistics Holdings Limited
The following table sets forth the names and present principal occupation of each director and executive officer of CCAP Best Logistics Holdings Limited (CCAP), a company organized under the laws of the British Virgin Islands. The business address for each person listed below is OMC Chambers, Wickhams Cay 1, Road Town Tortola British Virgin Islands.
Name/Citizenship |
Present Principal Occupation | |
Chan Chi Kwan Karen, Hong Kong | Director of CCAP | |
Peng Yaolu, Peoples Republic of China | Director of CCAP |
SCHEDULE A-15
Directors and Executive Officers of CDIB Capital Investment I Limited
The following table sets forth the names and present principal occupation of each director and executive officer of CDIB Capital Investment I Limited (CDIB), a company organized under the laws of the British Virgin Islands. The business address for each person listed below is CITGO B.V.I. LIMITED of Flemming House, P.O. Box 662, Wickhams Cay, Road Town, Tortola, VG1110 British Virgin Islands.
Name/Citizenship |
Present Principal Occupation | |
David Tse Young Chou, United Kingdom | Director of CDIB | |
Lisa Li-Ling Guo, Taiwan | Director of CDIB | |
Hsiao-Chi Tsai, Taiwan | Director of CDIB | |
Yu-Shan Lin, Taiwan | Director of CDIB |
SCHEDULE A-16
Directors and Executive Officers of KGI Financial Holding Co., Ltd
The following table sets forth the names and present principal occupation of each director and executive officer of KGI Financial Holding Co., Ltd. (KGI Financial, former name China Development Financial Holding Corporation), a company organized under the laws of Taiwan. The business address for each person listed below is No.135, Dunhua N. Rd, Songshan Dist. Taipei City 105, Taiwan.
Name/Citizenship |
Present Principal Occupation | |
Alan Wang, Taiwan | Director and Chairman of KGI Financial | |
Jong-Chin Shen, Taiwan | Director and Vice Chairman of KGI Financial | |
Paul Yang, Taiwan | Director and President of KGI Financial | |
Stefano Paolo Bertamini, United States of America | Director of KGI Financial | |
Hung-Yi Hsiao, Taiwan | Director of KGI Financial | |
Lionel de Saint-Exupéry, France | Director of KGI Financial | |
Tyzz-Jiun Duh, Taiwan | Independent Director of KGI Financial | |
Shih-Chieh Chang, Taiwan | Independent Director of KGI Financial | |
Wei Chung, Taiwan
Julian Yen, Taiwan
Jenny Huang, Taiwan
Janet Sheng, Taiwan
Jane Lai, Taiwan
Terence Yeung, Hong Kong
Melody Chen, Taiwan
Frank Lai, Taiwan
Marisol Wang, Taiwan
Richard Sun, Taiwan
Winnie Huang, Taiwan
Hans Tzou, Taiwan
Vincent Hung, Taiwan
Lichun Wang, Taiwan |
Independent Director of KGI Financial
Senior Executive Vice President of KGI Financial
Executive Vice President of KGI Financial
Executive Vice President of KGI Financial
Executive Vice President of KGI Financial
Executive Vice President of KGI Financial
Executive Vice President of KGI Financial
Executive Vice President of KGI Financial
Executive Vice President of KGI Financial
Executive Vice President of KGI Financial
Executive Vice President of KGI Financial
Executive Vice President of KGI Financial
Executive Vice President of KGI Financial
Executive Vice President of KGI Financial |
SCHEDULE A-17
Directors and Executive Officers of Everbright (Tianjin) Industrial Investment Fund Management Co., Ltd.
The following table sets forth the names and present principal occupations of each director and executive officer of Everbright (Tianjin) Industrial Investment Fund Management Co., Ltd., a company organized under the laws of China (Everbright GP). The business address for each person listed below is No. 83, Qiwei Road, Dawangzhuang, East District (Room 604, 6th Floor, Section C), Tianjin, China.
Name/Citizenship |
Present Principal Occupation | |
Liou Zhang, China | Director, Chairman of Everbright GP | |
Min Li, China | Director, Vice Chairman of Everbright GP | |
Weifang Wang, China | Director, Chief Executive Officer of Everbright GP | |
Bokai Zhaug, China | Director of Everbright GP | |
Cheng Gao, China | Director of Everbright GP |