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.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 |
| SCHEDULE 13D/A |
| Under the Securities Exchange Act of 1934 (Amendment No. 3)* |
51Talk Online Education Group
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
16954L 204(1)
(CUSIP Number)
Jack Jiajia Huang
Ting Shu
Dasheng Global Limited
Dasheng Online Limited
Dasheng International Holdings Limited
TB Family Trust
24 Raffles Place #17-04 Clifford Centre,
Singapore 048621
With copies to:
| Haiping Li, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Jing An Kerry Centre, Tower II, 46th Floor 1539 Nanjing West Road Shanghai 200040, China Tel: +86 (21) 6193 8200 |
Yilin Xu, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 30/F, China World Office 2, No. 1, Jianguomenwai Avenue, Chaoyang District, Beijing 100004, China Tel: +86 (10) 6535 5500 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 30, 2023
(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 §§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 §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 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.
(1) CUSIP number 16954L 204 has been assigned to the American depositary shares (“ADSs”) of the issuer, which are quoted on the NYSE American under the symbol “COE.” Each ADS represents 60 Class A ordinary shares.
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. 16954L 204 | 13D/A | Page 2 of 9 Pages |
| 1 | Names of Reporting Persons Jack Jiajia Huang | |||
| 2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | ¨ | |||
| (b) | ¨ | |||
| 3 | SEC Use Only | |||
| 4 | Source of Funds (See Instructions) PF | |||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | |||
| 6 | Citizenship or Place of Organization People’s Republic of China | |||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 0 | ||
| 8 | Shared Voting Power 81,119,054 (1) | |||
| 9 | Sole Dispositive Power 0 | |||
| 10 | Shared Dispositive Power 81,119,054 (1) | |||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 81,119,054 (1) | |||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |||
| 13 | Percent of Class Represented by Amount in Row (11) 23.9%. The voting power of the shares beneficially owned represented 38.9% of the total outstanding voting power.(2) | |||
| 14 | Type of Reporting Person (See Instructions) IN | |||
Notes:
(1) Represents (i) 186,180 Class A ordinary shares in the form of ADSs held by Jack Jiajia Huang, (ii) 34,597,335 Class A ordinary shares in the form of ADSs held by Dasheng Global Limited, (iii) 275,000 Class A ordinary shares issuable to Dasheng Global Limited upon the vesting of restricted share units within 60 days after November 29, 2023, (iv) 67,380 Class A ordinary shares in the form of ADSs held by Ting Shu, (v) 67,415 Class A ordinary shares issuable to Ting Shu upon the vesting of restricted share units within 60 days after November 29, 2023, (vi) 30,390,321 Class B ordinary shares held by Dasheng Global Limited, and (vii) 15,535,423 Class B ordinary shares held by Dasheng Online Limited.
(2) The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of February 28, 2023 (taking into account the number of shares that the reporting person had the right to acquire within 60 days the date hereof). Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis.
| CUSIP No. 16954L 204 | 13D/A | Page 3 of 9 Pages |
| 1 | Names of Reporting Persons Ting Shu | |||
| 2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | ¨ | |||
| (b) | ¨ | |||
| 3 | SEC Use Only | |||
| 4 | Source of Funds (See Instructions) PF | |||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | |||
| 6 | Citizenship or Place of Organization People’s Republic of China | |||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 0 | ||
| 8 | Shared Voting Power 81,119,054 (1) | |||
| 9 | Sole Dispositive Power 0 | |||
| 10 | Shared Dispositive Power 81,119,054 (1) | |||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 81,119,054 (1) | |||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |||
| 13 | Percent of Class Represented by Amount in Row (11) 23.9%. The voting power of the shares beneficially owned represented 38.9% of the total outstanding voting power.(2) | |||
| 14 | Type of Reporting Person (See Instructions) IN | |||
Notes:
(1) Represents (i) 186,180 Class A ordinary shares in the form of ADSs held by Jack Jiajia Huang, (ii) 34,597,335 Class A ordinary shares in the form of ADSs held by Dasheng Global Limited, (iii) 275,000 Class A ordinary shares issuable to Dasheng Global Limited upon the vesting of restricted share units within 60 days after November 29, 2023, (iv) 67,380 Class A ordinary shares in the form of ADSs held by Ting Shu, (v) 67,415 Class A ordinary shares issuable to Ting Shu upon the vesting of restricted share units within 60 days after November 29, 2023, (vi) 30,390,321 Class B ordinary shares held by Dasheng Global Limited, and (vii) 15,535,423 Class B ordinary shares held by Dasheng Online Limited.
(2) The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of February 28, 2023 (taking into account the number of shares that the reporting person had the right to acquire within 60 days the date hereof). Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis.
| CUSIP No. 16954L 204 | 13D/A | Page 4 of 9 Pages |
| 1 | Names of Reporting Persons Dasheng Global Limited | |||
| 2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | ¨ | |||
| (b) | ¨ | |||
| 3 | SEC Use Only | |||
| 4 | Source of Funds (See Instructions) AF | |||
| 5 | Check Box 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 65,262,656 (1) | |||
| 9 | Sole Dispositive Power 0 | |||
| 10 | Shared Dispositive Power 65,262,656 (1) | |||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 65,262,656 (1) | |||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |||
| 13 | Percent of Class Represented by Amount in Row (11) 19.2%. The voting power of the shares beneficially owned represented 26.6% of the total outstanding voting power.(4) | |||
| 14 | Type of Reporting Person (See Instructions) CO | |||
Notes:
(1) Represents (i) 34,597,335 Class A ordinary shares in the form of ADSs held by Dasheng Global Limited, (ii) 275,000 Class A ordinary shares issuable to Dasheng Global Limited upon the vesting of restricted share units within 60 days after November 29, 2023 and (iii) 30,390,321 Class B ordinary shares held by Dasheng Global Limited.
(2) The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of February 28, 2023 (taking into account the number of shares that the reporting person had the right to acquire within 60 days the date hereof). Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis.
| CUSIP No. 16954L 204 | 13D/A | Page 5 of 9 Pages |
| 1 | Names of Reporting Persons Dasheng Online Limited | |||
| 2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | ¨ | |||
| (b) | ¨ | |||
| 3 | SEC Use Only | |||
| 4 | Source of Funds (See Instructions) AF | |||
| 5 | Check Box 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 15,535,423(1) | |||
| 9 | Sole Dispositive Power 0 | |||
| 10 | Shared Dispositive Power 15,535,423(1) | |||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 15,535,423(1) | |||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |||
| 13 | Percent of Class Represented by Amount in Row (11) 4.6%. The voting power of the shares beneficially owned represented 12.2% of the total outstanding voting power.(4) | |||
| 14 | Type of Reporting Person (See Instructions) CO | |||
Notes:
(1) Represents 15,535,423 Class B ordinary shares held by Dasheng Online Limited.
(2) The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of February 28, 2023 (taking into account the number of shares that the reporting person had the right to acquire within 60 days the date hereof). Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis.
| CUSIP No. 16954L 204 | 13D/A | Page 6 of 9 Pages |
| 1 | Names of Reporting Persons Dasheng International Holdings Limited | |||
| 2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | ¨ | |||
| (b) | ¨ | |||
| 3 | SEC Use Only | |||
| 4 | Source of Funds (See Instructions) AF | |||
| 5 | Check Box 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 81,119,054 (1) | |||
| 9 | Sole Dispositive Power 0 | |||
| 10 | Shared Dispositive Power 81,119,054 (1) | |||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 81,119,054 (1) | |||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |||
| 13 | Percent of Class Represented by Amount in Row (11) 23.9%. The voting power of the shares beneficially owned represented 38.9% of the total outstanding voting power.(4) | |||
| 14 | Type of Reporting Person (See Instructions) CO | |||
Notes:
(1) Represents (i) 186,180 Class A ordinary shares in the form of ADSs held by Jack Jiajia Huang, (ii) 34,597,335 Class A ordinary shares in the form of ADSs held by Dasheng Global Limited, (iii) 275,000 Class A ordinary shares issuable to Dasheng Global Limited upon the vesting of restricted share units within 60 days after November 29, 2023, (iv) 67,380 Class A ordinary shares in the form of ADSs held by Ting Shu, (v) 67,415 Class A ordinary shares issuable to Ting Shu upon the vesting of restricted share units within 60 days after November 29, 2023, (vi) 30,390,321 Class B ordinary shares held by Dasheng Global Limited, and (vii) 15,535,423 Class B ordinary shares held by Dasheng Online Limited.
(2) The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of February 28, 2023 (taking into account the number of shares that the reporting person had the right to acquire within 60 days the date hereof). Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis.
| CUSIP No. 16954L 204 | 13D/A | Page 7 of 9 Pages |
| 1 | Names of Reporting Persons TB Family Trust | |||
| 2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | ¨ | |||
| (b) | ¨ | |||
| 3 | SEC Use Only | |||
| 4 | Source of Funds (See Instructions) AF | |||
| 5 | Check Box 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 81,119,054 (1) | |||
| 9 | Sole Dispositive Power 0 | |||
| 10 | Shared Dispositive Power 81,119,054 (1) | |||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 81,119,054 (1) | |||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |||
| 13 | Percent of Class Represented by Amount in Row (11) 23.9%. The voting power of the shares beneficially owned represented 38.9% of the total outstanding voting power.(4) | |||
| 14 | Type of Reporting Person (See Instructions) OO | |||
Notes:
(1) Represents (i) 186,180 Class A ordinary shares in the form of ADSs held by Jack Jiajia Huang, (ii) 34,597,335 Class A ordinary shares in the form of ADSs held by Dasheng Global Limited, (iii) 275,000 Class A ordinary shares issuable to Dasheng Global Limited upon the vesting of restricted share units within 60 days after November 29, 2023, (iv) 67,380 Class A ordinary shares in the form of ADSs held by Ting Shu, (v) 67,415 Class A ordinary shares issuable to Ting Shu upon the vesting of restricted share units within 60 days after November 29, 2023, (vi) 30,390,321 Class B ordinary shares held by Dasheng Global Limited, and (vii) 15,535,423 Class B ordinary shares held by Dasheng Online Limited.
(2) The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of February 28, 2023 (taking into account the number of shares that the reporting person had the right to acquire within 60 days the date hereof). Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis.
| CUSIP No. 16954L 204 | 13D/A | Page 8 of 9 Pages |
Explanatory Note
Pursuant to Rule 13d-2 promulgated under the Act, this Amendment No. 3 to Statement on Schedule 13D (this “Amendment”) amends and supplements the Statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission on July 25, 2022, as amended by Amendment No. 1 thereto filed on October 5, 2022 and by Amendment No. 2 thereto filed on July 10, 2023 (as so amended, the “Statement”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Statement. All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Statement.
| Item 2. | Identity and Background |
Items 2(b) through (f) of the Statement are hereby amended and restated as follows:
(b), (c), and (f): Each of Mr. Huang and Ms. Shu is a citizen of the People’s Republic of China. Mr. Huang and Ms. Shu are husband and wife. Mr. Huang is the founder, chairman and chief executive officer of the Issuer. Ms. Shu is a co-founder and a director of the Issuer.
Each of Dasheng Global, Dasheng Online and Dasheng Holdings is a British Virgin Islands company. Mr. Huang is the sole director of Dasheng Global, and Ms. Shu is the sole director of Dasheng Online. Each of Dasheng Global and Dasheng Online is wholly beneficially owned by Dasheng Holdings, which is in turn wholly owned by the Trust, for which TMF (Cayman) Ltd. acts as the trustee (the “Trustee”). S.B. Vanwall Ltd. is the sole director of Dasheng Holdings appointed by the Trustee. The settlors of the Trust are Mr. Huang and Ms. Shu. Mr. Huang, Ms. Shu and their family members are beneficiaries under the Trust. Pursuant to Section 13(d) of the Exchange Act, and the rules promulgated thereunder, Dasheng Holdings, the Trust, the Trustee, Mr. Huang and Ms. Shu may be deemed to be a group, and each member of such group may be deemed to beneficially own all of the ordinary shares beneficially owned by other members constituting such group. However, each of Dasheng Holdings, the Trust, Mr. Huang and Ms. Shu disclaims beneficial ownership of any shares other than the abovementioned (i) 186,180 Class A ordinary shares of the Issuer in the form of ADSs held by Mr. Huang, (ii) 34,597,335 Class A ordinary shares of the Issuer in the form of ADSs held by Dasheng Global, (iii) 275,000 Class A ordinary shares of the Issuer issuable to Dasheng Global upon the vesting of restricted share units within 60 days after November 29, 2023, (iv) 67,380 Class A ordinary shares in the form of ADSs held by Ms. Shu, (v) 67,415 Class A ordinary shares of the Issuer issuable to Ms. Shu upon the vesting of restricted share units within 60 days after November 29, 2023, (vi) 30,390,321 Class B ordinary shares of the Issuer held by Dasheng Global, and (vii) 15,535,423 Class B ordinary shares of the Issuer held by Dasheng Online. All shares beneficially owned by the Trust are beneficially owned by the Trustee solely in its capacity as trustee of the Trust. Accordingly, the Trustee, solely in its capacity as trustee of the Trust, may be deemed to beneficially own all ordinary shares of the Issuer that are beneficially owned by the Trust. However, the Trustee disclaims beneficial ownership of all ordinary shares of the Issuer.
The business address of each Reporting Person is 24 Raffles Place #17-04 Clifford Centre, Singapore 048621.
(d) and (e): During the last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Statement is hereby amended and supplemented by the following:
| CUSIP No. 16954L 204 | 13D/A | Page 9 of 9 Pages |
Dasheng Global entered into a Rule 10b5-1 trading plan, dated as of June 30, 2023, with Tiger Brokers (Singapore) Pte Ltd (the “2023 Trading Plan”). Under the 2023 Trading Plan, Dasheng Global proposes to purchase a total of 250,000 ADSs of the Issuer. Pursuant to the 2023 Trading Plan, from October 20, 2023 through November 21, 2023, Dasheng Global has purchased 37,526 ADSs in the open market for approximately US$0.3 million, using its capital from previous disposition of its holding of the Issuer’s ADSs (the “2023 Trading-Plan Purchases”). In addition, from August 31, 2023 through September 23, 2023, Dasheng Global purchased a total of 26,315 ADSs of the Issuer in the open market for approximately US$0.2 million, using its capital from previous disposition of its holding of the Issuer’s ADSs (together with the 2023 Trading-Plan Purchases, the “2023 Open-Market Purchases”).
Apart from the 2023 Open-Market Purchases, (i) the 275,000 Class A ordinary shares of the Issuer issuable upon the vesting of restricted share units within 60 days after the date hereof, to be held by Dasheng Global, and the 274,980 Class A ordinary shares of the Issuer in the form of ADSs held by Dasheng Global, are shares issuable or issued to Mr. Huang pursuant to share awards granted under the Issuer’s share incentive plans, and (ii) the 67,415 Class A ordinary shares of the Issuer issuable to Ms. Shu upon the vesting of restricted share units and 67,380 Class A ordinary shares of the Issuer in the form of ADSs held by Ms. Shu, are shares issuable or issued to Ms. Shu pursuant to share awards granted under the Issuer’s share incentive plans.
| Item 4. | Purpose of Transaction |
Item 4 of the Statement is hereby amended and restated as follows:
The information set forth in Item 3 is hereby incorporated by reference in its entirety. The Recent Open-Market Purchases and the 2023 Open-Market Purchases were made for investment purposes.
Except for potential future purchases under the 2023 Trading Plan and potential future receipt of awards that may be granted to Mr. Huang and Ms. Shu under the Issuer’s share incentive plans, the Reporting Persons have no present plan or proposal to acquire additional securities of the Issuer. They intend to review their shareholding on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by it in the open market, in privately negotiated transactions or otherwise or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. |
Item 6 of the Statement is hereby amended and supplemented by the following:
The 2023 Trading Plan is attached as Exhibit C hereto and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item7 of the Statement is hereby amended and restated as follows:
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: November 29, 2023 | ||
| Jack Jiajia Huang | /s/ Jack Jiajia Huang | |
| Ting Shu | /s/ Ting Shu | |
| Dasheng Global Limited | By: | /s/ Jack Jiajia Huang |
| Name: | Jack Jiajia Huang | |
| Title: | Director | |
| Dasheng Online Limited | By: | /s/ Ting Shu |
| Name: | Ting Shu | |
| Title: | Director | |
| Dasheng International Holdings Limited | By: | /s/ S.B. Vanwall Ltd. |
| Name: | S.B. Vanwall Ltd. | |
| Title: | Director | |
| TB Family Trust | By: | /s/ TMF (Cayman) Ltd. |
| Name: | TMF (Cayman) Ltd. | |
| Title: | Trustee | |
Schedule I
60-Day Trading History
| Trade Date | Amount of ADSs (Each Representing 60 Class A Ordinary Shares) Purchased | Weighted Average Price Per ADS (US$) | ||||||
| October 20, 2023 | 7,388 | 7.92 | ||||||
| October 24, 2023 | 1,637 | 7.94 | ||||||
| October 25, 2023 | 685 | 7.97 | ||||||
| October 26, 2023 | 2,972 | 7.79 | ||||||
| October 27, 2023 | 5,781 | 7.93 | ||||||
| October 30, 2023 | 4,877 | 7.92 | ||||||
| November 1, 2023 | 2,008 | 7.83 | ||||||
| November 2, 2023 | 200 | 7.80 | ||||||
| November 6, 2023 | 512 | 7.80 | ||||||
| November 7, 2023 | 1,363 | 7.74 | ||||||
| November 8, 2023 | 1,296 | 7.86 | ||||||
| November 10, 2023 | 580 | 7.78 | ||||||
| November 13, 2023 | 711 | 7.82 | ||||||
| November 14, 2023 | 100 | 7.82 | ||||||
| November 16, 2023 | 3,127 | 7.76 | ||||||
| November 17, 2023 | 200 | 7.83 | ||||||
| November 20, 2023 | 3,489 | 7 .97 | ||||||
| November 21, 2023 | 600 | 7.99 | ||||||
The above transactions were effected by Dasheng Global in the open market.