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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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
17 Education & Technology Group Inc.
(Name of Issuer)
Class A ordinary shares, $0.0001 par value per share
(Title of Class of Securities)
81807M106**
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o |
Rule 13d-1(b) |
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o |
Rule 13d-1(c) |
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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 disclosures provided in a prior cover page.
**CUSIP number 81807M106 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on The Nasdaq Global Select Market under the symbol “YQ.” Two ADSs represent five Class A ordinary shares 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 (the “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).
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1 |
Name of Reporting Person
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2 |
Check the Appropriate Box if a Member of a Group (a) o (b) o
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3 |
SEC Use Only
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4 |
Citizenship or Place of Organization
British Virgin Islands | ||
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Number of |
5 |
Sole Voting Power
0 | |
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6 |
Shared Voting Power
23,016,959 (1) | ||
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7 |
Sole Dispositive Power
0 | ||
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8 |
Shared Dispositive Power
23,016,959 (1) | ||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
23,016,959 (1) | ||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11 |
Percent of Class Represented by Amount in Row 9
5.6% of Class A ordinary shares or 4.9% of total ordinary shares (representing 1.1% of the aggregate voting power) (2) | ||
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12 |
Type of Reporting Person
CO | ||
(1) Represents 23,016,959 Class A ordinary shares held by Long Great Holdings Limited, as further disclosed in Item 4 below.
(2) The beneficial ownership percentage is calculated based on 469,665,070 ordinary shares of the Issuer as a single class, being the sum of (i) 411,211,902 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares issued and outstanding as of December 3, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission (the “Commission”) on December 3, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as one class. The voting power of the shares beneficially owned by the Reporting Person represented 1.1% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
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1 |
Name of Reporting Person
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2 |
Check the Appropriate Box if a Member of a Group (a) o (b) o
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3 |
SEC Use Only
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4 |
Citizenship or Place of Organization
Seychelles | ||
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Number of |
5 |
Sole Voting Power
0 | |
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6 |
Shared Voting Power
23,016,959 (1) | ||
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7 |
Sole Dispositive Power
0 | ||
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8 |
Shared Dispositive Power
23,016,959 (1) | ||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
23,016,959 (1) | ||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11 |
Percent of Class Represented by Amount in Row 9
5.6% of Class A ordinary shares or 4.9% of total ordinary shares (representing 1.1% of the aggregate voting power) (2) | ||
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12 |
Type of Reporting Person | ||
(1) Represents 23,016,959 Class A ordinary shares held by Long Great Holdings Limited, which is wholly owned by Rosy Glow Holdings Limited, as further disclosed in Item 4 below.
(2) The beneficial ownership percentage is calculated based on 469,665,070 ordinary shares of the Issuer as a single class, being the sum of (i) 411,211,902 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares issued and outstanding as of December 3, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Commission on December 3, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as one class. The voting power of the shares beneficially owned by the Reporting Person represented 1.1% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
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1 |
Name of Reporting Person
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2 |
Check the Appropriate Box if a Member of a Group (a) o (b) o | ||
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3 |
SEC Use Only
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4 |
Citizenship or Place of Organization
British Virgin Islands | ||
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Number of |
5 |
Sole Voting Power
0 | |
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6 |
Shared Voting Power
23,016,959 (1) | ||
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7 |
Sole Dispositive Power
0 | ||
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8 |
Shared Dispositive Power
23,016,959 (1) | ||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
23,016,959 (1) | ||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11 |
Percent of Class Represented by Amount in Row 9
5.6% of Class A ordinary shares or 4.9% of total ordinary shares (representing 1.1% of the aggregate voting power) (2) | ||
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12 |
Type of Reporting Person | ||
(1) Represents 23,016,959 Class A ordinary shares held by Long Great Holdings Limited, which is wholly owned by Rosy Glow Holdings Limited, which is wholly owned by Best Belief (PTC) Limited as trustee of The Best Belief Family Trust, as further disclosed in Item 4 below.
(2) The beneficial ownership percentage is calculated based on 469,665,070 ordinary shares of the Issuer as a single class, being the sum of (i) 411,211,902 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares issued and outstanding as of December 3, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Commission on December 3, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as one class. The voting power of the shares beneficially owned by the Reporting Person represented 1.1% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
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1 |
Name of Reporting Person
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2 |
Check the Appropriate Box if a Member of a Group (a) o (b) o
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3 |
SEC Use Only
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4 |
Citizenship or Place of Organization | ||
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Number of |
5 |
Sole Voting Power
23,016,959 (1) | |
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6 |
Shared Voting Power
0 | ||
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7 |
Sole Dispositive Power
23,016,959 (1) | ||
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8 |
Shared Dispositive Power
0 | ||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
23,016,959 (1) | ||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11 |
Percent of Class Represented by Amount in Row 9
5.6% of Class A ordinary shares or 4.9% of total ordinary shares (representing 1.1% of the aggregate voting power) (2) | ||
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12 |
Type of Reporting Person | ||
(1) Represents 23,016,959 Class A ordinary shares held by Long Great Holdings Limited, which is wholly owned by Rosy Glow Holdings Limited, which is wholly owned by Best Belief (PTC) Limited as trustee of The Best Belief Family Trust with Xu Xiaoping as settlor, as further disclosed in Item 4 below.
(2) The beneficial ownership percentage is calculated based on 469,665,070 ordinary shares of the Issuer as a single class, being the sum of (i) 411,211,902 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares issued and outstanding as of December 3, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Commission on December 3, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as one class. The voting power of the shares beneficially owned by the Reporting Person represented 1.1% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
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Item 1(a). |
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Name of Issuer: |
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Item 1(b). |
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Address of Issuer’s Principal Executive Offices: |
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Item 2(a). |
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Name of Person Filing: |
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Item 2(b). |
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Address of Principal Business Office or, if none, Residence: |
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Item 2(c) |
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Citizenship: |
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Item 2(d). |
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Title of Class of Securities: |
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Item 2(e). |
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CUSIP Number: |
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Item 3. |
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If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: |
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Not applicable |
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Item 4. |
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Ownership: |
The following information with respect to the ownership of Class A ordinary shares by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020:
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Reporting |
Sole Voting |
Shared |
Sole |
Shared |
Beneficial |
Percentage |
Percentage |
Percentage |
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Long Great Holdings Limited.(1) |
0 |
23,016,959 |
0 |
23,016,959 |
23,016,959 |
5.6% |
4.9% |
1.1% |
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Rosy Glow Holdings Limited (1) |
0 |
23,016,959 |
0 |
23,016,959 |
23,016,959 |
5.6% |
4.9% |
1.1% |
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Best Belief (PTC) Limited, as trustee of The Best Belief Family Trust (1) |
0 |
23,016,959 |
0 |
23,016,959 |
23,016,959 |
5.6% |
4.9% |
1.1% |
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Xu Xiaoping (1) |
23,016,959 |
0 |
23,016,959 |
0 |
23,016,959 |
5.6% |
4.9% |
1.1% |
(1) Long Great Holdings Li mited is wholly owned by Rosy Glow Holdings Limited. Rosy Glow Holdings Limited is wholly owned by Best Belief (PTC) Limited as trustee of The Best Belief Family Trust (the “Trust”) with Xu Xiaoping as settlor. Xu Xiaoping and his family are the Trust’s beneficiaries. As a result of Xu Xiaoping’s right to direct voting and disposition decisions of ordinary shares of the Issuer controlled by the Trust, pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, each of Rosy Glow Holdings Limited, Best Belief (PTC) Limited, as trustee of the Trust, and Xu Xiaoping may be deemed to beneficially own the ordinary shares of the Issuer directly held by Long Great Holdings Limited.
(2) The beneficial ownership percentage is calculated based on 469,665,070 ordinary shares of the Issuer as a single class, being the sum of (i) 411,211,902 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares issued and outstanding as of December 3, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Commission on December 3, 2020.
(3) The percentage of voting power is calculated by dividing the voting power beneficially owned by each Reporting Person by the voting power of all of the Issuer’s Class A ordinary shares and Class B ordinary shares as a single class. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes, on all matters submitted to them for vote.
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Item 5. |
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Ownership of Five Percent or Less of a Class: |
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Not applicable |
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Item 6. |
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Ownership of More than Five Percent on Behalf of Another Person: |
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Not applicable |
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Item 7. |
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person: |
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Not applicable |
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Item 8. |
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Identification and Classification of Members of the Group: |
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Not applicable |
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Item 9. |
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Notice of Dissolution of Group: |
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Not applicable |
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Item 10. |
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Certifications: |
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Not applicable |
LIST OF EXHIBITS
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Exhibit No. |
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Description |
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99.1 |
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Joint Filing Agreement by and among the Reporting Persons dated February 11, 2021 |
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 11, 2021
Long Great Holdings Limited
By: Green Frontier Limited, its Director
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By: |
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/s/ Gaw Ching Ying Carol |
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Name: |
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Gaw Ching Ying Carol |
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Title: |
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Director |
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Rosy Glow Holdings Limited
By: Green Frontier Limited, its Director
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By: |
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/s/ Gaw Ching Ying Carol |
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Name: |
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Gaw Ching Ying Carol |
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Title: |
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Director |
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Best Belief (PTC) Limited, as trustee of The
Best Belief Family Trust
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By: |
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/s/ Xu Xiaoping |
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Name: |
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Xu Xiaoping |
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Title: |
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Director |
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And
By: Green Frontier Limited, its Director
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By: |
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/s/ Gaw Ching Ying Carol |
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Name: |
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Gaw Ching Ying Carol |
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Title: |
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Director |
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Xu Xiaoping
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/s/ Xu Xiaoping |
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Name: |
Xu Xiaoping |
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