Sec Form 13G Filing - Tang Jian filing for iClick Interactive Asia Group Ltd (ICLK) - 2020-02-13

o

Rule 13d-1(b)

o

Rule 13d-1(c)

X

Rule 13d-1(d)

1

Names of Reporting Persons

Jian Tang

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization

People’s Republic of China

5

Sole Voting Power

27,913 ordinary shares. See Item 4.

Number of

6

Shared Voting Power

Shares

2,357,943 ordinary shares. See Item 4.

Beneficially

Owned by

Each

7

Sole Dispositive Power

Reporting

27,913 ordinary shares. See Item 4.

Person With:

8

Shared Dispositive Power

2,357,943 ordinary shares. See Item 4.

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,385,856 ordinary shares. See Item 4.

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o

11

Percent of Class Represented by Amount in Row (9)

8.3%. See Item 4.

12

Type of Reporting Person

IN

4

Names of Reporting Persons

Igomax Inc

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization

British Virgin Islands

5

Sole Voting Power

0

Number of

6

Shared Voting Power

Shares

2,357,943 ordinary shares. See Item 4.

Beneficially

Owned by

Each

7

Sole Dispositive Power

Reporting

0

Person With:

8

Shared Dispositive Power

2,357,943 ordinary shares. See Item 4.

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,357,943 ordinary shares. See Item 4.

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o

11

Percent of Class Represented by Amount in Row (9)

8.2%. See Item 4.

12

Type of Reporting Person

CO

Item 1(a).

Name of Issuer:

iClick Interactive Asia Group Limited (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

15/F, Prosperity Millennia Plaza

663 King’s Road, Quarry Bay

Hong Kong S.A.R.

Item 2(a).

Name of Person Filing:

Jian Tang

Igomax Inc.

Item 2(b).

Address of Principal Business Office, or, if none, Residence:

Jian Tang

15/F, Prosperity Millennia Plaza

663 King’s Road, Quarry Bay

Hong Kong S.A.R.

Igomax Inc.

Jordans Trust Company

Geneva Place, Waterfront Drive

PO Box 3469

Road Town, Tortola

British Virgin Islands

Item 2(c).

Citizenship:

Jian Tang — People’s Republic of China

Igomax Inc. — British Virgin Islands

Item 2(d).

Title of Class of Securities:

Class A ordinary shares, par value of $0.001 per share (the “Class A Ordinary Shares”). The Issuer’s ordinary shares consist of Class A Ordinary Shares and Class B ordinary shares, par value of $0.001 per share (“Class B Ordinary Shares”). The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights and voting rights. Each Class B Ordinary Share is convertible at the option of the holder at any time into one Class A Ordinary Share. Each Class B Ordinary Share is entitled to twenty (20) votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.

Item 2(e)

CUSIP No.:

G47048 106

Item 3.

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:

Not applicable

Sole Power

Shared

to

Shared

Sole Power to

Power to

Amount

Percent

Vote or

Power

Dispose or to

Dispose or to

Beneficially

of

Direct

to Vote or to

Direct the

Direct the

Reporting Person:

Owned:

Class (1):

the Vote:

Direct the Vote:

Disposition of:

Disposition of:

Jian Tang

2,385,856(2)

8.3%

27,913 (2)

2,357,943(2)

27,913(2)

2,357,943(2)

Igomax Inc.

2,357,943(3)

8.2%

0

2,357,943(3)

0

2,357,943(3)

(1)

The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 28,584,491 ordinary shares, comprised of 23,763,883 Class A Ordinary Shares and 4,820,608 Class B Ordinary Shares, outstanding as of September 30, 2019, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on November 27, 2019, and the number of ordinary shares such person or group has the right to acquire upon the exercise of options, warrants or other rights within 60 days after December 31, 2019.

(2)

Includes (i) 2,320,028 Class B Ordinary Shares held by Igomax Inc., which may be converted into 2,320,028 Class A Ordinary Shares at any time by the holder thereof; (ii) 27,913 Class A Ordinary Shares that are issuable upon exercise of options held in trust by Mr. Jian Tang; and (iii) 37,915 Class A Ordinary Shares that Igomax Inc. has the right to obtain upon conversion of certain restricted share units it holds. Mr. Jian Tang is the sole director of Igomax Inc.

(3)

Includes (i) 2,320,028 Class B Ordinary Shares held by Igomax Inc., which may be converted into 2,320,028 Class A Ordinary Shares at any time by the holder thereof, and (ii) 37,915 Class A Ordinary Shares that Igomax Inc. has the right to obtain upon conversion of certain restricted share units it holds.

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

Item 9.

Notice of Dissolution of Group

Not applicable

Jian Tang

/s/ Jian Tang

Igomax Inc.

By:

/s/ Jian Tang

Name:

Jian Tang

Title:

Director