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.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C.
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 8)*
ChinaCache International Holdings Ltd.
(Name of Issuer)
Ordinary shares of par value of $0.0001 per share
(Title of Class of Securities)
G21191 104
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ | Rule 13d-1(b) |
¨ | Rule 13d-1(c) |
x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1 |
Names of Reporting Persons
| |
2 |
Check the Appropriate Box if a Member of a Group
| |
(a) | ¨ | |
(b) | ¨ | |
3 |
SEC Use Only
| |
4 |
Citizenship or Place of Organization
British Virgin Islands |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5 |
Sole Voting Power
56,543,248 ordinary shares. See Item 4. |
6 |
Shared Voting Power
0 | |
7 |
Sole Dispositive Power
56,543,248 ordinary shares. See Item 4. | |
8 |
Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
56,543,248 ordinary shares |
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
11 |
Percent of Class Represented by Amount in Row (9)
12.6% |
12 |
Type of Reporting Pe rson
CO |
2
1 |
Names of Reporting Persons
| |
2 |
Check the Appropriate Box if a Member of a Group
| |
(a) | ¨ | |
(b) | ¨ | |
3 |
SEC Use Only
| |
4 |
Citizenship or Place of Organization
People’s Republic of China |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
93,400,733 ordinary shares. See Item 4. | |
7 |
Sole Dispositive Power
0 | |
8 |
Shared Dispositive Power
93,400,733 ordinary shares. See Item 4. |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
93,400,733 ordinary shares |
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
11 |
Percent of Class Represented by Amount in Row (9)
20.9% |
12 |
Type of Reporting Person
IN |
3
1 |
Names of Reporting Persons
|
2
|
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) ¨ |
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
People’s Republic of China |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
93,400,733 ordinary shares. See Item 4. | |
7 |
Sole Dispositive Power
0 | |
8 |
Shared Dispositive Power
93,400,733 ordinary shares. See Item 4. |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
93,400,733 ordinary shares |
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
11 |
Percent of Class Represented by Amount in Row (9)
20.9% |
12 |
Type of Reporting Person
IN |
4
Item 1(a). | Name of Issuer: ChinaCache International Holdings Ltd. |
Item 1(b). |
Address of Issuer’s Principal Executive Offices: No. 7 Jiuxianqiao North Road, Chaoyang District Beijing, 100015 People’s Republic of China |
Item 2(a). |
Name of Person Filing: Song Wang Jean Xiaohong Kou |
Item 2(b). |
Address of Principal Business Office, or, if none, Residence: c/o Jean Xiaohong Kou Section A, Building 3, Dian Tong Creative Square No. 7 Jiuxianqiao North Road, Chaoyang District Beijing, 100015 People’s Republic of China
Song Wang Section A, Building 3, Dian Tong Creative Square No. 7 Jiuxianqiao North Road, Chaoyang District Beijing, 100015 People’s Republic of China
Jean Xiaohong Kou Section A, Building 3, Dian Tong Creative Square No. 7 Jiuxianqiao North Road, Chaoyang District Beijing, 100015 People’s Republic of China |
Item 2(c). |
Citizenship: Song Wang — People’s Republic of China Jean Xiaohong Kou — People’s Republic of China |
Item 2(d). | Title of Class of Securities: Ordinary shares of par value of $0.0001 per share |
Item 2(e). | CUSIP No.: G21191 104 |
Item 3. | Not Applicable |
5
Item 4. | Ownership |
The following information with respect to the ownership of the ordinary shares of par value of $0.0001 per share of ChinaCache International Holdings Ltd. (the “Issuer”) by each of the reporting persons is provided as of December 31, 2019:
Reporting Person | Amount beneficially owned: | Percent of class: | Sole power to vote or direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
Consolidated Capital Holdings Ltd. | 56,543,248 | 12.6 | % | 56,543,248 | 0 | 56,543,248 | 0 | |||||||||||||||||
Song Wang | 93,400,733 | 20.9 | % | 0 | 93,400,733 | 0 | 93,400,733 | |||||||||||||||||
Jean Xiaohong Kou | 93,400,733 | 20.9 | % | 0 | 93,400,733 | 0 | 93,400,733 |
Consolidated Capital Holdings Ltd., a British Virgin Islands company, directly holds 56,487,472 ordinary shares of the Issuer and 3,486 American depositary shares representing 55,776 ordinary shares. Consolidated Capital Holdings Ltd. is a wholly owned subsidiary of Nice Mercy Holding Limited, a Bahamas incorporated company, which is in turn wholly owned by J.P. Morgan Trust Company (Bahamas) Limited, as trustee of the Hong Song Family Trust. The Hong Song Family Trust was established by Mr. Song Wang and Ms. Jean Xiaohong Kou for the benefits of their family members. Mr. Wang and Ms. Kou are husband and wife. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Song Wang and Ms. Jean Xiaohong Kou may be deemed to beneficially own all of the ordinary shares of the Issuer held by Consolidated Capital Holdings Ltd.
The 93,400,733 ordinary shares of the Issuer beneficially owned by Mr. Song Wang comprise the following: (i) 56,487,472 ordinary shares and 3,486 American depositary shares representing 55,776 ordinary shares directly held by Consolidated Capital Holdings Ltd., (ii) 313,293 ordinary shares directly held by Harvest Century International Ltd., a British Virgin Islands company and also a wholly-owned subsidiary of Nice Mercy Holding Limited, (iii) 24,944,096 ordinary shares that Mr. Sone Wang has the right to acquire upon exercise or vesting of equity incentive awards within 60 days after December 31, 2019, and (iv) 11,600,096 ordinary shares that Mr. Wang’s wife, Ms. Jean Xiaohong Kou has the right to acquire upon exercise or vesting of equity incentive awards within 60 days after December 31, 2019. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Wang may be deemed to beneficially own a total of 93,400,733 ordinary shares of the Issuer.
The ordinary shares of the Issuer beneficially owned by Ms. Jean Xiaohong Kou comprise the same shares as beneficially owned by Mr. Wang. As Ms. Kou is Mr. Wang’s wife, Ms. Kou may be deemed to beneficially own a total of 93,400,733 ordinary shares of the Issuer pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.
Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable
Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable
Item 8. | Identification and Classification of Members of the Group |
Not applicable
6
Item 9. | Notice of Dissolution of Group |
Not applicable
Item 10. | Certifications |
Not applicable
7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 18, 2020
Consolidated Capital Holdings Ltd. | By: | /s/ Jean Xiaohong Kou |
Name: Jean Xiaohong Kou | ||
Title: Director | ||
Song Wang | /s/ Song Wang | |
Song Wang | ||
Jean Xiaohong Kou | /s/ Jean Xiaohong Kou | |
Jean Xiaohong Kou |
8
LIST OF EXHIBITS
Exhibit No. | Description | |
99.1* | Joint Filing Agreement, dated January 25, 2017 |
* Previously filed
9